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Exhibit 10.39 August 26, 2004 Lou Salamone
66 Regatta Bay Court
Annapolis, MD 21401 Dear Lou: I am pleased to extend you an offer of employment with Global eXchange Services
(GXS) as a key member of the leadership team. The employment terms in this
letter supersede any other agreements or promises made to you by anyone,
whether verbally or written. Position You would be joining us as Senior Vice President and Chief Financial Officer
reporting to me. The position will be located at our headquarters in
Gaithersburg, Maryland and your starting date will be a date to be mutually
agreed but in no event later than October 15, 2004. Compensation Your starting salary will be $325,000.00 per year with a target annual bonus of
$200,000.00. Payment of the bonus will be subject to the terms of GXSs
Management Bonus Plan, except that you will be guaranteed a bonus of $42,000
for the remainder of 2004. This would be paid to you no later than the end of
March 2005. Please note that the quotation of an annual rate of pay is merely
for convenience and does not imply that your employment is for a year or any
fixed period. Stock-Based Compensation Ownership is a cornerstone principle of GXS reward strategy. Subject to the
approval of the Compensation Committee of our Board of Directors, you will
receive options for 900,000 shares with an exercise price of $.50 per share.
Please understand that the actual value that you realize from your options may
vary greatly, based on the performance of GXS. We have designed the program
with the intent to provide significant upside potential if GXS is successful.
All terms related to the stock options are subject to the provisions of the GXS
Holdings, Inc. Stock Incentive Plan and the Option Agreement which are
enclosed. Reimbursement of Living Expenses During the term of your employment, the Company will pay, or reimburse you, for
reasonable and actual travel expenses for your travel between your home in
Basking Ridge, N.J. and the Companys headquarters in Gaithersburg, Maryland
and for your expenses of renting an apartment or home in the Washington, D.C.
metropolitan area up to an aggregate maximum amount of $2,500.00 per month.
Such payments and reimbursements shall be treated as additional compensation to
you. 1




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Benefits In additional to your compensation package you will be eligible for employee
benefits (including vacation, medical, dental, vision, accident and disability
insurance, 401(k) plans) in accordance with the terms of GXSs benefit plans. Termination Depending upon the reason for your employment with GXS ending, you will be
covered by one of the following: (1) Cause or Voluntarily Quit If your employment terminates because you voluntarily quit or because GXS
terminates you for cause, you will not be entitled to any additional
compensation. Cause shall include, but not be limited to: willful or
unreasonable neglect of your job duties, committing fraud, misappropriation or
embezzlement; dishonesty; insubordination; being convicted of a felony; willful
unauthorized disclosure of GXS confidential information; and willfully or
unreasonably engaging in conduct materially injurious to GXS. (2) Termination Without Cause If you are terminated without cause you would receive, as severance,
continuation of your then current salary and medical benefits for twelve months
and a pro rated portion of your most recent annual bonus payment. This payment
would be subject to your signing GXSs standard termination agreement, which
would include (i) non-competition and non-solicitation commitments by you for a
period of twelve months, and (ii) a complete release for the benefit of GXS. In the event of a Change of Control (as defined in the GXS Holdings, Inc. Stock
Incentive Plan) and you are not offered a position comparable to your position
as GXSs Senior Vice President and Chief Financial Officer following the Change
in Control and you terminate your employment with GXS, or its successor, as a
result then such termination will be deemed to be a Termination Without Cause. In the event of any termination of your employment, you will be required to
reimburse GXS for any outstanding monies owed to GXS that have not been repaid
by the time employment is terminated. Acceptance of this letter will be your
authorization to permit GXS, to the extent permitted by law, to deduct and
offset any payments, including payment for salary, bonus, expenses, or vacation
pay, otherwise owed to you upon termination of employment. Confidentiality/Integrity This offer is made in the strictest confidence. You are required to maintain
the confidentiality of the information contained in this offer and any
proprietary information you received from GXS in consideration of this offer.
Failure to comply will result in the offer being summarily withdrawn. GXSs most valuable asset is its worldwide reputation for integrity and high
standards of business conduct. Accordingly, please review the Code of Conduct
and policies included within the enclosed Compliance Guide and complete the
acknowledgement of your personal commitment to comply with the code and
policies. The completion of the acknowledgement is a condition of employment.
Furthermore, in making this offer of employment, we have no intention of
interfering with any continuing obligation regarding trade secrets and
confidential information 2




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that you may have with any prior employer and we expect that you will be able
to perform the responsibilities of your position with GXS without violating any
confidentiality obligation owed to any other party. In this connection, you
will also be required to sign the enclosed Proprietary Information and
Inventions Agreement as a condition of employment with GXS. Other This offer is contingent on the following:  
    
    Completion of all internal approvals, which include satisfactory completion of an interview between you
and the Chairman of the Board of GXS, David Stanton
    
    Satisfactory completion of background and reference checks
    
    Proof of identification and U.S. work authorization, in accordance with the Immigration Reform and
Control Act of 1986
    
    Drug Screen This offer shall not be binding on GXS until these conditions have been
satisfied. The employee benefit plans and programs and programs offered by GXS may be
modified, and your participation in those benefits will be subject to the terms
of such plans and programs. Your employment and benefits will also be subject
to GXS policies as promulgated from time-to-time. Please sign below to indicate your acceptance of this offer and return the
signed letter to Bruce Hunter, our Senior Vice President & General Counsel who
is also responsible for Human Resources. Also, please sign and return to Bruce
Hunter the (i) acknowledgement from the Compliance Guide, (ii) Option
Agreement, and (iii) Proprietary Information and Innovation Agreement. We look forward to having you as a member of the Senior Executive leadership
team and believe this position will provide you with the kind of challenge and
career growth you are seeking. Sincerely,/s/ Gary GreenfieldGary GreenfieldPresident & Chief Executive Officer
 I accept this offer of employment with Global eXchange Services and agree to
all the terms stated or referred to in this letter. /s/ Lou Salamone
    
    August 31, 2004Lou Salamone
    
    Datecc: Bruce Hunter
 3