Employment & Stock Restriction Agreement (calonne)

Exhibit 10.2


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EMPLOYMENT AND STOCK RESTRICTION AGREEMENT


Entered into in the City of Montreal, Quebec,
as of the 30th day of June, 2000


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BY AND AMONG: UFORCE COMPANY (hereinafter referred to as
"UForce");


AND: 8x8, Inc., doing business as Netergy Networks
("NETERGY");


AND: JEAN-LUC CALONNE (hereinafter referred to as
"EMPLOYEE") domiciled at the address set forth on
Exhibit A;


AND: The entities holding securities for the benefit
of Employee as identified on Exhibit A
(collectively, the "HOLDING COMPANY").


RECITALS


A. Netergy, UForce, and the other parties hereto have entered into a Share
Exchange Agreement dated as of May 19, 2000, (the "Share Exchange
Agreement") pursuant to which Netergy will acquire UForce, and which
requires, among other things, that Employee enter into this Employment
and Stock Restriction Agreement (the "AGREEMENT").


B. Employee has the right to receive a significant number of Netergy shares
of stock pursuant to the Share Exchange Agreement, and Employee
acknowledges that a portion of the consideration paid by Netergy in
connection with the Share Exchange Agreement is based on Employee
entering into this Agreement. Such shares may be held on behalf of
Employee by Holding Company.


2


THE PARTIES HAVE AGREED AS FOLLOWS:


ARTICLE 1 - OBJECT


1.1 Employment


UForce wishes to employ the services of Employee, and Employee consents
to render such services.


1.2 Terms


By this Agreement, UForce and Employee intend to establish the terms of
Employee's employment with UForce.


ARTICLE 2 - EMPLOYMENT


2.1 Title


UForce employs and retains Employee, who accepts, employment as the job
title set forth in Exhibit A.


2.2 Conflicting Employment


Employee agrees that Employee will not engage in any other employment,
consulting or other business activity during the term of Employee's
employment, nor will Employee engage in any other activities that
conflict with Employee's obligations to UForce, except as specified in
Exhibit A.


2.3 Effectiveness


This Agreement will become effective as of the Closing of the
transactions contemplated in the Share Exchange Agreement (the
"EFFECTIVE DATE"). If the transactions contemplated by the Share
Exchange Agreement are not consummated, this Agreement will be null and
void.


ARTICLE 3 - DUTIES AND RESPONSIBILITIES


3.1 Duties


Employee answers to the Chief Executive Officer ("CEO") of Netergy or
such other officer of Netergy designated by the CEO of Netergy and has
the functions, responsibilities, powers and duties inherent to the job
title as set forth in Exhibit A, along with any other duties that may be
entrusted to Employee from time to time by the CEO of Netergy.


3.2 Responsibilities


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Employee commits to act with diligence, loyalty and honesty, in the best
interest of UForce and to accomplish Employee's functions, duties and
responsibilities exclusively for UForce, according to Employee's best
judgment and to the best of Employee's knowledge and competence.


ARTICLE 4 - REMUNERATION


4.1 Base Compensation


In consideration for the services that Employee must render to UForce
pursuant to this Agreement, UForce agrees to pay to Employee the annual
base salary set forth in Exhibit A, subject to the usual deductions and
the applicable laws and in compliance with the administrative practices
of UForce. This salary shall be revised by Netergy's Board of Directors
or its Compensation Committee as part of an annual review process. Any
salary revision will take into account Employee's performance, the
conditions of the market, and the policies of UForce. Notwithstanding
the foregoing, there shall be no downward adjustment in Employee's
salary so long as Employee beneficially owns Unvested Shares. The base
salary specified in this Article 4.1 is referred to in this Agreement as
Employee's "BASE COMPENSATION."


4.2 Option


Employee has already been granted a certain number of UForce options. In
the event, however, that the grant of these options is disallowed,
Netergy will grant Employee options, pursuant to the following terms and
conditions: Netergy will grant Employee an initial option (the "OPTION")
to purchase the number of shares of Common Stock ("COMMON SHARES") of
Netergy as set forth in Exhibit A, pursuant to Netergy's stock plan and
standard form of stock option agreement. The grant will be made
effective at the Effective Date. The Option exercise price will be equal
to the last closing price of Common Stock as reported on the Nasdaq
National Market System on the trading date immediately prior to the
Effective Date. Fifty percent (50%) of the Common Shares underlying the
Option will vest on the six-month anniversary of the effective date of
approval of the grant of the Option by Netergy's Board of Directors. One
thirty-sixth (1/36th) of the total Common Shares underlying the Option
will vest on each monthly anniversary thereafter. The Option will expire
on the tenth anniversary of the grant date, unless sooner terminated in
accordance with its terms.


ARTICLE 5 - OTHER BENEFITS


5.1 Fringe Benefits


Employee receives all fringe benefits offered to executives of UForce
and will be eligible for all other benefits offered in the future to
employees, including short term disability coverage at 100% of base
salary up to a maximum of six months; parking; and membership for
professional associations.


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5.2 Vacation


Employee shall have the right during each year to take an aggregate of
20 days of paid vacation per year.


5.3 Office Location


Employee shall be employed in the office identified in Exhibit A (the
"OFFICE"), and shall not be required to relocate to any other office not
located within 50 miles of the Office, without Employee's prior written
consent (an "UNAPPROVED RELOCATION"). If Employee relocates at the
request of UForce and later is constructively terminated or terminated
without serious reason, UForce shall pay or reimburse Employee for
reasonable moving expenses to relocate Employee to the metropolitan area
of the office from which Employee initially relocated.


ARTICLE 6 - TERMINATION OF EMPLOYMENT


6.1 By Death


Employee's employment shall terminate automatically upon the death of
Employee. In such event, UForce shall pay to Employee's beneficiaries or
estate, any accrued Base Compensation, vested deferred compensation
(other than pension plan or profit-sharing plan benefits which will be
paid in accordance with the applicable plan), benefits under any plan of
UForce in which Employee is a participant, and accrued vacation pay, all
to the date of termination (collectively "ACCRUED COMPENSATION"), but no
other compensation or reimbursement of any kind, including, without
limitation, severance compensation, and thereafter, UForce's obligations
hereunder shall terminate.


6.2 By Resignation of Employee


Employee shall provide UForce thirty (30) days advanced written notice
in the case of a voluntary resignation. If Employee's employment
terminates due to Employee's voluntary resignation, UForce shall pay
Employee all Accrued Compensation, but no other compensation or
reimbursement of any kind, including without limitation, severance
compensation, and thereafter UForce's obligations hereunder shall
terminate.


6.3 By UForce For Serious Reason


UForce may terminate the employment promptly after written notice for a
serious reason.


6.4 By UForce Without Serious Reason or By Constructive Termination


At any time after the commencement of employment, UForce may, without
serious reason and without notice, terminate Employee's employment.
Should Employee be terminated by UForce without serious reason, or
should Employee resign as a result of a Constructive Termination (as
defined below), Employee shall be entitled to receive all


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Accrued Compensation, as well as six (6) months of Base Compensation
then in effect for Employee, payable in one lump sum promptly after the
termination date.


6.5 Written Release


The Employee recognizes and accepts that UForce shall not, in any case,
be responsible for any additional amount, indemnity in lieu of notice,
severance pay or other damages arising from the termination of
Employee's employment, above and beyond those specifically provided for
herein. Employee undertakes to give to UForce a full and satisfactory
written release upon receipt of the payment due to Employee in
accordance with this Article 6.


ARTICLE 7 - REPURCHASE OPTION


7.1 Netergy's Repurchase Option


In connection with the Share Exchange Agreement, Employee either
directly or through Holding Company has the right to receive a number of
Exchangeable Shares, as defined in the Share Exchange Agreement (the
"SHARES"). For purposes of this Agreement the term Shares also shall
mean the Netergy Common Stock issuable upon exchange of the Exchangeable
Shares. Employee and Holding Company hereby grant Netergy the option to
repurchase all or a portion of the Shares on the terms and conditions
set forth in this Article (the "REPURCHASE OPTION") if Employee ceases
to be employed by Netergy for any reason or no reason, except as set
forth in Article 7.3. For purposes of this Agreement, the date when
Employee is notified of the termination of his or her employment shall
be deemed the "TERMINATION DATE."


7.2 Unvested and Vested Shares


Shares that are subject to Netergy's Repurchase Option are referred to
as "UNVESTED SHARES" and Shares that are no longer subject to Netergy's
Repurchase Option are deemed "VESTED SHARES." On the Effective Date,
100% of the Shares will be Unvested Shares. Thereafter, for so long (and
only for so long) as Employee remains continuously employed by UForce at
all times, the Unvested Shares will become Vested Shares as set forth in
the schedule provided in Exhibit A. No Unvested Shares will become
Vested Shares after the Termination Date.


7.3 Acceleration of Vesting of Unvested Shares


Notwithstanding anything to the contrary herein, Netergy's Repurchase
Option shall terminate and the vesting of Unvested Shares shall
accelerate as follows:


7.3.1 The percentage of Unvested Shares set forth under the heading
Section 7.3.1 in Exhibit A shall become Vested Shares if
Employee is terminated with serious reason on or prior to the
date that is six months after the Effective Date (the "SIX
MONTH ANNIVERSARY").


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7.3.2 Fifty percent (50%) of the then Unvested Shares shall become
Vested Shares after the close of trading of Netergy Common
Stock on the first date (the "MARKET BASED VESTING DATE")
after the Effective Date that the 30-day moving average of the
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