CIO Employment Agreement - Ted Jordan

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (" Agreement" ) is made the 18th day of December, 2003, by and between Access Worldwide Communications Inc., a Delaware corporation (the " Company" ), and Ted Jordan (the " Employee" ).


W I T N E S S E T H

WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to serve in the employ of the Company, upon the terms and conditions hereinafter set forth.


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

1. Employment, Term . The Company hereby employs the Employee on the terms hereinafter set forth for a period commencing on January 1, 2004, and ending three (3) years thereafter (the " Term" ), unless sooner terminated in accordance with the terms of this Agreement. Notwithstanding the foregoing, if not sooner terminated in accordance with the terms of this Agreement, then on the third anniversary of the date hereof and on each anniversary of the date hereof thereafter, the Term shall be automatically extended for an additional twelve (12) months unless either party, no later than thirty (30) days prior to the applicable anniversary date, advises the other in writing of a desire not to extend.


2. Position, Duties . The Employee shall serve as Chief Information Officer (" CIO" ), or in such other related capacity as may be assigned by the Chief Executive Officer (" CEO" ) of the Company or the CEO' s designee or successor. Unless instructed otherwise by the CEO or the CEO' s designee or successor, the Employee shall report to, and shall have such duties, objectives and responsibilities consistent with the Employee' s position as shall be assigned to the Employee by, the CEO, or the CEO' s designee or successor. The Employee shall perform the Employee' s duties and responsibilities hereunder faithfully and diligently, and shall devote the Employee' s full business time and attention to the performance of the Employee' s duties and responsibilities hereunder.

3. Compensation .

3.1 Base Salary . During the Term of this Agreement, in consideration of the performance by the Employee of the services set forth in Section 2 and the Employee' s observance of the other covenants set forth herein, the Company shall pay the Employee, and the Employee shall accept, a base salary at the rate of $185,000.00 per annum, payable in accordance with the standard payroll practices of the Company. The Employee may be entitled to receive merit increases in base salary during the Term hereof in such amount and at such times as shall be determined by the CEO, in the CEO' s sole discretion, subject to approval of the Board of Directors of the Company. In no event shall the failure to grant any such increase (or the amount of any such increase) give rise to a claim by the Employee under this Agreement.


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3.2 Bonus . The Employee may be eligible to receive an annual discretionary bonus of up to, but no more than, 25% of the Employee' s then-base salary, in such actual amount and based on such criteria as may be established by the CEO in the CEO' s sole and absolute discretion, subject to approval of the Board of Directors of the Company in its discretion. Any bonus awarded hereunder shall be paid contemporaneously with other discretionary bonuses paid to similarly situated employees of the Company, unless otherwise directed by the CEO.

4. Expense Reimbursement . During the Term of the Employee' s employment by the Company pursuant to this Agreement, consistent with the Company' s policies and procedures as may be in effect from time to time, the Company shall reimburse the Employee for all reasonable, necessary, and pre-approved out-of-pocket expenses incurred by the Employee in connection with the performance of the Employee' s duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company' s policies.

5. Other Benefits . During the Term of the Employee' s employment by the Company pursuant to this Agreement, the Employee shall be entitled to receive three (3) weeks paid vacation time per annum (which shall not carry forward year-to-year and are not otherwise compensable); and shall be entitled to such other benefits (including without limitation customary medical, dental, vision, and other insurance) as are from time to time made available to other similarly situated employees of the Company, on the same terms as are available to such similarly situated employees, it being understood that the Employee shall be required to make the same contributions and payments in order to receive any of such benefits as may be required of such similarly situated employees.

6. Termination of Employment .

6.1 Death . In the event of the death of the Employee during the Term of this Agreement, the Company shall pay to the estate or other legal representative of the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the Employee' s date of death and not theretofore paid, and the estate or other legal representative of the Employee shall have no further rights under this Agreement.

6.2 Disability . If the Employee shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for a period of thirty (30) consecutive days be unable to perform the Employee' s normal duties hereunder, with or without reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company upon ten (10) days' prior written notice to the Employee. Promptly after such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.3 Due Cause . The employment of the Employee hereunder may be terminated by the Company at any time during the Term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee


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the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes of this Agreement, the term " Due Cause" shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform the Employee' s duties under this Agreement for a period of twenty (20) consecutive business days; (ii) dishonesty; (iii) theft; (iv) conviction of a felony; (v) any breach of, or failure to perform under or in accordance with, this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its reasonable discretion, considers insubordination or which the Company considers material to its operation; and (vii) any other act, omission, or series or combination of same, which the law recognizes as constituting " cause" for termination of employment.


6.4 Other Termination by the Company . The Company may terminate the Employee' s employment prior to the expiration of the Term of this Agreement for whatever reason it deems appropriate; provided, however, that in the event that such termination is not pursuant to Sections 6.1, 6.2, or 6.3, the Company shall continue to pay to the Employee (or the Employee' s estate or other legal representative in the case of the death of the Employee subsequent to such termination), in the same periodic installments as the Employee' s annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (a) the then scheduled expiration of the Term hereof, (b) nine (9) months following the date of termination, or (c) the date on which the Employee commences employment (whether as an employee, independent contractor, or otherwise) with another employer or on the Employee' s own behalf. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.5 Termination by the Employee . This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reason within thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee, in the same periodic installments as his annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (x) the then scheduled expiration of the term hereof or (y) nine (9) ...