Vice President, Marketing Employment Agreement - Stuart Gold

Exhibit 10.42


EMPLOYMENT AGREEMENT


This Employment Agreement, dated March 11, 2004 is between Glowpoint, Inc., a Delaware corporation (the "Company"), and Stuart Gold ("Employee").


WHEREAS, the Company wishes to employ Employee and Employee wishes to work for Company.


NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. POSITION AND RESPONSIBILITIES.


1.1 POSITION. Employee is employed by the Company to render services to the Company in the position of Vice President, Marketing. Employee shall perform such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional duties consistent with his position now or hereafter assigned to Employee by the President and CEO of the Company Employee shall abide by the rules, regulations and practices of the Company as adopted or modified from time to time in the Company's reasonable discretion.


1.2 OTHER ACTIVITIES. Employee shall devote his full business time, attention and skill to perform any assigned duties, services and responsibilities, consistent with the position of Vice President, Marketing, while employed by the Company, for the furtherance of the Company's business, in a diligent, loyal and conscientious manner. Except upon the prior written consent of the Board of Directors, Employee will not, during the term of this Agreement: (i) accept any other employment; or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that interferes with Employee's duties and responsibilities hereunder or create a conflict of interest with the Company.


1.3 NO CONFLICT. Employee represents and warrants that Employee's execution of this Agreement, Employee's employment with the Company, and the performance of Employee's proposed duties under this Agreement will not violate any obligations Employee may have to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity.


1.4 COMMENCEMENT OF WORK. Employee will commence employment with the Company on Monday, March 29, 2004.


2. COMPENSATION AND BENEFITS.


2.1 BASE SALARY. In consideration of the services to be rendered under this Agreement and so long as Employee remains employed by the Company, the Company shall pay Employee a salary of at least $185,000.00 per year (the "Base Salary"). The Base Salary shall be paid in accordance with the Company's regularly established payroll practice. Employee's Base Salary shall be reduced by withholdings required by law. Employee's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company.


2.2 RESTRICTED STOCK. The Company shall recommend to the Compensation Committee ("Compensation Committee") and to the Board of Directors (the "Board") that Employee be granted (i) restricted stock ("Restricted Stock ") in the amount of 55,000 shares of Common Stock of the Company and (ii) up to 20,000 additional shares of restricted stock (the "Additional Restricted Stock") to be awarded to Employee concurrently with and in the same percentage as determined in calculating Employee's 2004 incentive compensation pursuant to Section 2.3 below (e.g., if Employee receives 75% of the total possible incentive compensation pursuant to Section 2.3, Employee shall concurrently be granted 15,000 shares of Additional Restricted Stock).


(a) Other than as expressly provided herein, the Restricted
Stock shall be forfeited if the Employee's employment with the Company
is terminated for any reason. Notwithstanding the foregoing, as long as
the Employee remains employed by the Company, the risk of forfeiture of
the Restricted Stock will irrevocably lapse with respect to 18,333
shares on each of the first and second anniversaries of the
commencement of the Employee's employment, and 18,334 upon the third
anniversary of the Employee's employment. The employee may, in his
discretion and subject to the satisfaction of applicable income and
employment tax withholding obligations, make an election under Section
83(b) of the Internal Revenue Code with respect to the Restricted
Stock. Employee's entitlement to any Restricted Stock that may be
approved by the Board and/or Compensation Committee is conditioned upon
Employee's signing of a separate Restricted Stock Agreement and payment
of the par value of the Restricted Stock if required.


(b) The risk of forfeiture of the Restricted Stock shall lapse
upon a Change in Control or Corporate Transaction (as each is defined
in the Restricted Stock Agreement) as long as Employee remains employed
by the Company on the date of the Change of Control or Corporate
Transaction; provided, however, if the surviving company of such Change
of Control or Corporate Transaction offers Employee continued
employment at an equivalent level in terms of position, compensation
and benefits to that existing immediately prior to the Change in
Control or Corporate Transaction and the successor entity or its parent
assumes the contractual obligations with respect to the Restricted
Stock, such risk of forfeiture shall not automatically lapse, but will
lapse in accordance to the schedule set forth in paragraph 2.2(a).


2.3 INCENTIVE COMPENSATION. No later than sixty days after Employee commences his employment, Employee and the President and CEO will establish mutually agreed upon, appropriate goals and metrics by which Employee will be evaluated for 2004.


Such goals and metrics will be updated by the Employee and the President and CEO on an annual basis thereafter. If in the opinion of the President and CEO, the Employee meets the mutually agreed upon goals and metrics, Employee will receive incentive compensation in an amount equivalent to forty percent (40%) of his base salary annually. Upon commencement of employment on March 29, 2004, Employee will be eligible to earn the full 40% of his first year's incentive compensation, or seventy-four thousand dollars ($74,000.00) through December 31, 2004.


2.4 BENEFITS. Employee shall be eligible to participate in all benefits made generally available by the Company to similarly-situated employees, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. Employee may submit reimbursable COBRA expenses until becoming eligible to participate in GlowPoint's health and welfare benefits plan. Employee may also submit reimbursable expenses for eligible dependents electing to remain on COBRA. Such expenses will not exceed the Company's total cost to provide coverage for the Employee and eligible dependents.


2.5 EXPENSES. The Company shall reimburse Employee for reasonable travel and other business expenses incurred by Employee in the performance of Employee's duties hereunder in accordance with the Company's expense reimbursement guidelines, as they may be amended in the Company's sole discretion. These benefits include COBRA expenses for Employee and eligible dependents until Employee becomes eligible to participate under the GlowPoint health and welfare plan.


2.6 CAR ALLOWANCE. The Company will reimburse Employee up to $400 per month for the lease or use of a car to conduct Company business. Reimbursement will be made upon presentation of receipts according to the Company's reimbursement guidelines.


2.7 VACATION. Employee will be entitled to accrue 3 weeks of paid vacation per year. Such vacation must be used in the year in which it is accrued and may not be carried over from year to year.


3. EMPLOYMENT AND SEVERANCE.


3.1 EMPLOYMENT. Either the Company or Employee may terminate Employee's employment with the Company at any time, for any reason or no reason at all so long as they comply with the terms in this section 3.


3.2 TERMINATION FOR CAUSE OR VOLUNTARY RESIGNATION. If Employee is terminated for Cause (as defined below) or if Employee voluntarily resigns, Employee will be entitled to his Base Salary and other benefits through the last day actually worked. Thereafter, all benefits, compensation and perquisites of employment will cease.


3.3 TERMINATION WITHOUT CAUSE. If Employee is terminated without Cause, Employee shall be entitled to severance equal to 12 months salary, at his then current rate of compensation. Such severance shall be paid either as a lump sum or as salary continuation, at the Company's discretion, as well as the pro-rated amount of incentive compensation due as of the effective date of termination. Such severance shall be paid either as a lump sum or as salary continuation, at the Company's discretion. In the event that the Employee is terminated without Cause, Employee will also be entitled to one year of accelerated vesting on the Restricted Stock granted under this Agreement, and the

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