CIO Employment Agreement - Kevin M. Piltz

EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT, dated as of July 20, 1998 by and between International Telecommunication Data Systems, Inc., a Delaware corporation (the "Company"), and Kevin M. Piltz (the "Executive").


W I T N E S S E T H:


WHEREAS, the Company and the Executive have previously entered into an employment agreement dated July 21, 1997; and


WHEREAS, the Executive's position has been changed officially as of July 20, 1998 to be Chief Information Officer; and


WHEREAS, the Executive has been serving in such capacity for a period of time prior to July 20, 1998; and


WHEREAS, the Company and the Executive desire to revise the prior employment agreement to reflect such change and make other changes, all in accordance with the terms and conditions set forth below;


NOW, THEREFORE, for and in consideration of the premises hereof and the mutual covenants contained herein, the parties hereto hereby covenant and agree as follows:


1. Employment. The Company hereby employs the Executive as its Senior Vice President and Chief Information Officer, and the Executive hereby agrees to function as such for the Company, for the period set forth in Section 2 hereof, all upon the terms and conditions hereinafter set forth.


2. Term of Employment.


(a) Unless (i) earlier terminated as provided in Section 7 hereof or (ii) renewed as provided in Section 2(b) hereof, the term of the Executive's employment under this Agreement shall be for a period beginning on July 20, 1998 and ending on August 14, 2000 (the "Initial Term").


(b) The term of the Executive's employment under this Agreement shall be automatically renewed for additional one-year terms (each, a "Renewal Term") upon the expiration of the Initial Term or any Renewal Term unless the Company or the Executive delivers to the other, at least 120 days prior to the expiration of the Initial Term or the then current Removal Term, as the case may be, a written notice specifying that the term of the Executive's employment will not be renewal at the end of the Initial Term or such Renewal Term, as the case may be.


(c) The period from July 20, 1998 until August 14, 2000 or, in the event that the Executive's employment hereunder is earlier terminated as provided in Section 7 hereof or renewed as provided in Section 2(b) hereof, such shorter or longer period, as the case may be, is hereinafter called the "Employment Term."


(d) In the event that the Executive continues in the full-time employ of the Company after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after the Employment Term ends), then the Executive's continued employment by the Company shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will.


3. Duties.


(a) The Executive shall be employed as Senior Vice President and Chief Information Officer of the Company and shall faithfully and competently perform such duties as the Board of Directors of the Company shall from time to time determine, which duties shall be consistent with such position. The Executive shall perform his duties at the offices of the Company in Stamford, Connecticut and/or Champaign, Illinois, with travel to such other locations time to time as the Board of Directors of the Company may reasonably prescribe. Except as may otherwise be approved in advance by the Board of Directors of the Company, and except during vacation periods and personal days and reasonable periods of absence due to sickness, personal injury or other disability, the Executive shall devote his full time throughout the Employment Term to the services required of him hereunder. The Executive shall render his services exclusively to the Company during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company in a manner consistent with the duties of his position.


(b) The Executive's duties shall include but not be limited to the following:


(1) Provide managerial and executive services to the Company.


(2) Provide management for the product development efforts of the Company.


(3) Provide a research, development and advisory function to the Company with regards to all technology aspects of servicing the wireless and wireline telecommunications industry.


(4) Provide support for the development, implementation and distribution of the products and services of the Company.


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(5) Support and manage the internal and external data processing environments of the Company.


4. Compensation.


(a) Salary. As compensation for the complete and satisfactory performance by the Executive of the services to be performed by the Executive hereunder during the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $150,000 increased (but not reduced) from time to time in such amounts as the Company may, in its reasonable discretion, deem to be appropriate (said amount, together with any such increases, being hereinafter referred to as the "Salary"). Any Salary payable hereunder shall be paid in regular intervals in accordance with the Company's payroll practices from time to time in effect. All compensation payable under this Agreement shall be subject to applicable federal and state withholding tax requirements and other deductions approved by the Executive.


(b) Bonus Payments. For each calendar year during the Employment Term, the Executive is eligible to receive an annual bonus in the reasonable discretion of the Board of Directors subject to the satisfaction of such reasonable performance criteria as shall be established for him with respect to such year.


(c) Loan. The Company previously has loaned the Executive $24,000 on the commencement of employment and Executive has agreed to repay said loan to the Company, in full, on the earlier of Executive not being employed by the Company or before February 15, 1999, with interest at the rate of 8% per annum, provided however, the Company already has forgiven $17,000 of principal and if Executive is employed by the Company on February 15, 1999, the Company will forgive the remaining $7,000 of principal and all accrued interest, all as more specifically set forth on the promissory note attached hereto.


5. Benefits. During the Employment Term, the Executive shall:


(a) be eligible to participate in executive fringe benefits that may be provided by the Company for its executive employees in accordance with the provisions of any such plan, as the same may be in effect from time to time.


(b) be eligible to participate in any medial and health plans (at no cost to the Executive) or other executive welfare benefit plans that may be provided by the Company for its executive employees in accordance with the provisions of any such plans, as the same may be in effect from time to time.


(c) be entitled to annual paid vacation in accordance with the Company


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policy that may be applicable to executive employees from time to time, such vacation to be in no event less than two weeks in each calendar year.


(d) be entitled to sick leave and sick pay in accordance with any Company policy that may be applicable to executive employees from time to time;


(e) be entitled to life insurance coverage (payable to his designated beneficiary) of not less than $500,000 and long term disability insurance coverage provided by the Company to executive employees; provided that the Executive shall be entitled to receive term life insurance in an amount equal to that provided other officers;


(f) be entitled to reimbursement for all reasonable and necessary out-of-pocket business expenses incurred by the Executive in the performance of his duties hereunder in accordance with the Company's policies for executive employees;


(g) received reimbursement for documented and approved expenses related to the relocation of the Executive to Connecticut, which did not exceed $32,0000, provided however, Executive will reimburse the Company for 37% of said expenses, if Executive is not employed by the Company for any reason on February 15, 1999; and


(h) has received a second mortgage loan in an amount not to exceed $100,000, at 6% per annum, interest only, with principal payments of 20% of the outstanding principal balance and interest prior to the third anniversary of the loan, 40% prior to the 6th anniversary and 100% prior to the 10th anniversary. Said loan will be due in full immediately if Executive ceases to be employed by the Company for any reason. Said loan will have additional terms and conditions customary for mortgage loans in Connecticut.


6. Stock Plans and Options. During the Employment Term, the Executive shall be eligible to participate in any stock option, incentive and similar plans established by the Company from time to time and ...