Cto Employment Agreement

EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") is made this 10TH day of NOVEMBER, 1995, between COMMUNICATION TELESYSTEMS INTERNATIONAL, a California Corporation, having its principal office at 4350 La Jolla Village Drive, Suite 100, San Diego, California 92122, (hereinafter referred to as "CTS") and BARBARA H. JAMALEDDIN of L5R1, Lake Lotawana, Missouri 64086 (hereinafter referred to as "Employee").


In consideration of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. EMPLOYMENT: CTS hereby agrees to hire Employee as an employee of CTS, commencing on DECEMBER 21, 1995 (the "Commencement Date").


2. GENERAL DUTIES OF EMPLOYEE: Employee shall have the title of Director of Network Operations for CTS.


3. CONDUCT OF EMPLOYEE: Employee shall use her best efforts to promote the interests of CTS and shall refrain from any acts which may adversely affect the reputation or business of CTS. Employee shall adhere to all laws and ethical standards applicable to her conduct as an Employee for CTS, shall abide by and observe all rules, regulations and policies of CTS presently in effect and any amendments and additions thereto made from time to time and shall perform in a manner consistent with generally accepted procedures for her profession.


4. COMPENSATION: As Employee's sole and complete compensation, CTS will pay to Employee, subject to the conditions and limitations set forth in this Agreement and all applicable withholding requirements and authorized deductions, the following compensation:


(a) SALARY: CTS shall pay Employee a salary of Seven Thousand Nine Hundred Sixteen Dollars and Sixty Seven Cents ($7,916.67) per month.


(b) HEALTH INSURANCE: Employee shall participate in such medical programs or plans that are generally available to employees of CTS, after the standard ninety (90) day waiting period required for all employees.


(c) VACATION: Employee shall be entitled to ten (10) business days of vacation per year.


(d) BONUS INCENTIVES: Employee shall also be eligible for certain bonus incentives in the amounts and subject to the conditions set forth in Addendum "A" to this Agreement.


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(e) MOVING EXPENSES: CTS shall reimburse Employee for reasonable moving expenses not to exceed Ten Thousand Dollars ($10,000.00), incurred in connection with her permanent relocation to the San Diego, California metropolitan area pursuant to this Agreement.


5. ADVANCES: CTS may, in its sole discretion, make payments to Employee as advances on compensation expected to become earned pursuant to this Agreement. Employee agrees that each such advance constitutes a personal indebtedness of Employee to CTS, repayable by Employee in full immediately upon demand by CTS, until such time as the compensation on which the advance is made becomes fully earned.


6. COMPENSATION CHANGES: Notwithstanding any other provision contained in this Agreement, the rates and terms of salary and other compensation payable to Employee by CTS are subject to change by CTS, upon ten (10) days prior written notice to Employee.


7. RECORDS TO REMAIN PROPERTY OF CTS: All records of CTS, all records pertaining or relating to clients of CTS, and all records and documents prepared or generated by Employee, CTS or any other person or entity in connection with the performance of Employee under this Agreement, including but not limited to account cards, invoice copies, customer lists, leads and all documents and containing the names or addresses of or information relating to clients who have done business with CTS, are and shall remain the property of CTS at all times during the term of Employee's employment with CTS, and after termination of such employment for any reason. None of such records, nor any part of them may be used by Employee either in original form or in computerized, duplicated, or copied from except for the purpose of conducting the business of CTS and the names, addresses, and other information and data in such records are not to be transmitted verbally, in writing, or in computerized form by Employee except in the ordinary course of conducting business for CTS. All of said records or any part of them are the sole proprietary information of CTS and shall be treated by Employee as confidential information of CTS. In the event of the termination of Employee's employment with CTS for any reason, Employee shall return to CTS all such records and any copies or summaries thereof in computerized, duplicated, copied or any other form.


8. LIMITATIONS ON EMPLOYEE'S USE OF PROPRIETARY INFORMATION: Employee shall not at any time, or in any manner, directly or indirectly divulge, disclose or communicate to any other person, firm or corporation, nor shall Employee use for her own benefit other than in


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connection with the performance of Employee's duties under this Agreement: (i) any of the names, addresses, telephone numbers of or other data relating to clients of CTS, prospective customers of CTS or persons, firms or corporations to whom Employee may have provided services in her capacity as a representative of CTS or to whom other representatives of CTS have provided such services at any time; (ii) any of the records or documents referred to in Paragraph 9 of this Agreement; or (iii) any other information acquired by Employee as a consequence of her employment with CTS.


9. INVENTIONS: All improvements, discoveries, inventions, designs, documents or other data related to the Company's business (whether or not deemed patentable) conceived, developed, made, perfected, acquired, or first reduced to practice, in whole or in part, during off-duty hours and away from the Company's premises as well as in the regular course of employment by Employee during development and research, of the Company or its subsidiaries and affiliates shall be promptly disclosed to the Company, and Employee shall hereby assign and transfer her right, interest and title thereto and such improvements, discoveries, inventions, designs, documents, or other data shall become the property of the Company. During the term of Employee's employment and anytime thereafter, upon request of the Company, Employee will join and render assistance in any proceedings, and execute any papers necessary to file and prosecute applications for, and to acquire, maintain and enforce letters, patent, trademarks, registrations and/or copyrights, both domestic and foreign, with respect to such improvements, discoveries, inventions, designs, documents, or other data as required for vesting title to same in the Company.
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