Senior VP Asia Employment Agreement - Raymond I. Marks

Employment Agreement



THIS EMPLOYMENT AGREEMENT, is made and entered into as of the first day of April, 1996, by and between GTS Group, Inc., a Delaware corporation (the "Corporation"), and Raymond I. Marks (the "Executive").



WITNESSETH:



WHEREAS, the Executive has substantial experience operating international telecommunications ventures; and



WHEREAS, the Corporation desires to employ the Executive, and the Executive desires to be employed by the Corporation, in accordance with the terms and provisions herein contained;



NOW THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties hereto, intending to be legally bound, hereby agree as follows:



1. Employment.



(a) The Corporation hereby employs the Executive, and the Executive hereby accepts such employment, on the terms, and subject to the conditions herein contained.



(b) The Executive shall be Senior Vice President - Asia. In this capacity as Senior Vice President - Asia, the Executive shall report to and perform such duties and exercise such power and authority as may from time to time be delegated to the Executive by the Chief Executive Officer and the Board of Directors.



(c) The Executive shall devote all of the Executive's business time and attention and dedicate with the Executive's best efforts toward the fulfillment and execution, including performance criteria, of the Executive's defined duties pursuant to this Employment Agreement.



2. Term.



(a) The initial term of the employment of the Executive under this Employment Agreement shall be three years commencing on April 1, 1996, and continuing, unless sooner terminated pursuant to Section 9.



(b) Thereafter this Agreement shall be automatically renewed annually, unless either party hereto shall deliver written notice in accordance with Section 15 to the other party at least 180 days prior to the date termination of the initial term or any extension or renewal there (the "Term") of its desire to terminate such employment (a "Notice of Termination").



3. Compensation.



(a) During the initial 12 month consecutive period of service, the Executive shall be paid a salary at the rate of two hundred thirty one thousand eight dollars ($231,008) per annum, payable in accordance with the Corporation's customary payroll practices for Executives. (b) At the end of each fiscal year the Corporation shall review the salary of the Executive, and shall make such adjustments to base salary as the Corporation shall, in its sole and absolute discretion, deem appropriate.



(c) For the purposes of this Agreement, "Salary" shall mean any payment by the Corporation to the Executive pursuant to this Section 3.



4. Bonus Opportunities.



(a) As additional compensation opportunities for the Executive hereunder, the Corporation shall provide to the Executive a bonus program which allows for possible incentive compensation (the "Bonus") in respect of each fiscal year of the Corporation. Subject to the provisions of Section 4(b), the basis for such bonus, shall be based on performance achievements by the Corporation and the Executive. Incentive award opportunities may range up to 30% of the Salary of the Executive in any fiscal year. The Bonus plan will be reviewed and adjusted on an annual basis, if deemed appropriate, by the Corporation in coordination with the Compensation Committee of the Board of Directors in its sole and absolute discretion.



(b) The formula or other methods for determining the Bonus for the Executive in each fiscal year shall be determined by the Corporation in coordination with the Compensation Committee of the Board of Directors, and shall be based upon the performance of the Corporation and the Executive in such fiscal year as compared with the projected expected performance of the Corporation for such fiscal years. The actual amount of the Bonus paid to the Executive in respect to the performance of any fiscal year of the Corporation shall be subject to the sole and absolute discretion of the Board of Directors of the Corporation.



(c) All bonuses with respect to any fiscal year of the Corporation shall be paid as soon as practical subsequent to the issuance of the consolidated financial statements of the Corporation.



5. Stock Option Plan.



(a) The Corporation has adopted the 1992 Stock Option Plan, as amended (the "Plan") for its employees. Subject to the provision of the Plan, a copy of which is annexed hereto as Exhibit A, and the execution and delivery of an option agreement (the "Option Agreement"), in the form annexed hereto as Exhibit B, the Executive is eligible for the Corporation to grant to the Executive options to purchase Common Stock of the Corporation ("Common Stock"). The specific number and terms of the options are presented in the Plan and the Option Agreement annexed hereto.



(b) In the event that the Corporation establishes one or more additional stock option plans for its Executives, the Executive may be eligible to receive options under such plans, as determined by the Compensation Committee of the Board of Directors of the Corporation.



6. Benefits. During the Term, the Executive shall be entitled to receive such benefits and to participate in such employee group benefit plans as are generally provided by the Corporation, or made available by the Corporation, to its Executives, including without limitation, but subject to the conditions imposed by the carriers, any medical, health, disability and life insurance policies.











(a) Additional Benefits. The Corporation shall pay to the Executive an amount equal to $15,000 per annum as additional compensation for all periods during the Term in which the Executive shall be based outside of the United States of America.



7. Expense Reimbursement.



(a) During the Term, the Corporation shall reimburse the Executive for all reasonable expenditures actually and necessarily paid or incurred by the Executive in the course of and pursuant to the business of the Corporation. Such reimbursement shall be subject to the submission to the Corporation by the Executive of appropriate documentation and/or vouchers, and shall be made in accordance with the customary procedures of the Corporation for expense reimbursement, as may from time to time be established.



(b) Should the Corporation provide Executive with a credit card, Executive acknowledges complete personal responsibility for all charges made on such credit card. Any charges received by the Corporation for expenses not documented on an approved expense report may be deducted by the Corporation from the Executive's payroll check. Upon termination of this Agreement, non approved charges shall be deducted from the last payroll check issued to the Executive.



8. Vacation. In each fiscal year during the Term, the Executive shall be entitled to 4 weeks vacation time, which shall not be cumulative from year to year without the prior written consent of the Corporation or unless the Executive shall be unable to take such vacation due to Executive's duties under the Agreement; provided, however, that to the extent the Executive cannot take vacation time during the Term due to his responsibilities under this Agreement, upon termination, Executive shall be entitled to be compensated for accrued but unused vacation time.



9. Termination.



(a) Notwithstanding anything to the contrary contained in this Agreement, the Corporation shall at all times have the right to terminate immediately this Agreement and the employment of the Executive hereunder for "Cause" by written notice to the Executive in accordance with Section 15. For the purpose of this Agreement, the term "Cause" shall mean any action of the Executive or any failure to act by the Executive which constitutes:



(i) fraud, embezzlement or any felony in connection with

the Executive's duties as an Executive of the Corporation or any

subsidiary or affiliate of the Corporation, or willful misconduct or

the commission of any other act which causes or may reasonably be

expected to cause substantial economic or reputational injury to the

Corporation or any such subsidiary or affiliate of the Corporation,

including any violation of the Foreign Corrupt Practices Act, as

described in Section 13 of this Agreement;



(ii) a continuing conflict of interest or continuing

failure to follow reasonable directions or instructions of the Board

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