Unassociated Document


    
      EMPLOYMENT
AGREEMENT

       

      This
EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 5, 2009 (the
“Effective Date”), by and between Arbinet-thexchange, Inc. a Delaware
corporation with its headquarters located in New Brunswick, New Jersey (the
“Employer”), and Dan Powdermaker (the “Executive”).  In consideration
of the mutual covenants contained in this Agreement, the Employer and the
Executive agree as follows:

       

      1.           Employment.  The
Employer agrees to employ the Executive and the Executive agrees to be employed
by the Employer on the terms and conditions set forth in this
Agreement.

       

      2.           Capacity.

       

      (a)           Subject
to the terms and conditions of this Agreement, the Executive shall serve the
Employer as Senior Vice President Sales and Marketing.  The Executive
shall also serve the Employer in such additional offices incidental to such
position as the Executive may be requested to serve by the Chief Executive
Officer of the Employer (the “Chief Executive Officer”).  In such
capacity or capacities, the Executive shall perform such services and duties in
connection with the business, affairs and operations of the Employer as may be
assigned or delegated to the Executive from time to time by or under the
authority of the Chief Executive Officer.

       

      3.           Compensation and
Benefits.  The regular compensation and benefits payable to the
Executive under this Agreement shall be as follows:

       

      (a)           Salary.  For
all services rendered by the Executive under this Agreement, the Employer shall
pay the Executive a salary (the “Salary”) at the annual rate of Two Hundred
Fifty Thousand Dollars ($250,000), subject to increase from time to time in the
discretion of the Board of Directors of the Employer (the “Board of Directors”)
or the Compensation Committee of the Board of Directors (the “Compensation
Committee”).  The Salary shall be payable in periodic installments in
accordance with the Employer’s usual practice for its senior
executives.

       

      (b)           Bonus.  Beginning
with the fiscal year ending 2009, the Executive shall be entitled to participate
in an annual incentive program established by the Board of Directors or the
Compensation Committee with such terms as may be established by the Board of
Directors or the Compensation Committee and mutually and reasonably agreed by
the Executive;
provided, that the Executive will have the opportunity to earn up to
Eighty Percent (80%) (the “Target Percentage”) of his Salary then in effect in
bonus compensation annually; provided, further, that the
Executive will have the opportunity to earn more than or less than the Target
Percentage in bonus compensation based upon underachievement or overachievement
of either the Employer’s or the Executive’s performance objectives or
both.  The overall corporate financial objectives established for the
Executive shall be no more or less favorable to the Executive than the financial
objectives established for the other senior executives of the
Employer.

       

      (c)           Regular
Benefits.  The Executive shall also be entitled to participate
in any qualified retirement plans, deferred compensation plans, supplemental
retirement plans, stock option and incentive plans, stock purchase plans,
medical insurance plans, life insurance plans, disability income plans,
retirement plans, vacation plans, expense reimbursement plans and other benefit
plans which the Employer may from time to time have in effect for all or most of
its senior executives.  Such participation shall be subject to the
terms of the applicable plan documents, generally applicable policies of the
Employer, applicable law and the discretion of the Board of Directors, the
Compensation Committee or any administrative or other committee provided for in
or contemplated by any such plan.  Nothing contained in this Agreement
shall be construed to create any obligation on the part of the Employer to
establish any such plan or to maintain the effectiveness of any such plan that
may be in effect from time to time.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d)           Equity
Grants:  The Executive shall be eligible to participate in the
Employer’s 2004 Stock Option Plan, as amended (the “2004
Plan”).  Under the 2004 Plan and subject to the approval of the Board
of Directors or the Compensation Committee, the Employer shall initially grant
the Executive an option to purchase 225,000 shares of the Employer’s common
stock (the “Initial Grant”).  Concurrent with the execution of this
Agreement, the Employer and the Executive shall enter into a Non-Qualified Stock
Option Agreement which is attached hereto as Exhibit A (the
“Equity Agreement”).

       

      (e)           Additional
Benefits.  The Employer shall provide the following additional
benefits to the Executive:

       

      (i)           Vacation.

       

      (A)           For
fiscal year 2009, the Executive shall be entitled, as of the date hereof, to 27
working days’ Paid Time Off to be taken at such time or times as may be agreed
with the Chief Executive Officer.

       

      (B)           Upon
termination of his employment for whatever reason he shall, if appropriate,
either be entitled to salary in lieu of any accrued vacation entitlement that
has not been taken or be required to repay to the Employer any salary received
in respect of vacation taken in excess of his proportionate vacation
entitlement.  For the purposes of calculating such payment in lieu or
such repayment, a day’s paid vacation shall be taken to be the Executive’s
Salary divided by 260.

       

      (ii)           Reimbursement of Business
Expenses.  The Employer shall reimburse the Executive for all
reasonable expenses incurred by him in performing services during the term of
this Agreement, in accordance with the Employer’s policies and procedures for
its senior executive officers, as in effect from time to time.

       

      (iii)           Indemnification.  From
and after the date hereof, Executive will be included under the Employer’s
directors and officers liability insurance policy, with the same coverage as is
provided to other directors or officers of the Employer in respect of their
service to the Employer, and such coverage will continue without interruption
for so long as the Employer, or its successors and assigns, maintains such
coverage for its officers and directors.

       

      
        
           


        

        
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      (iv)           Legal
Fees.  The Employer shall reimburse the Executive for all
reasonable and documented attorney and professional fees incurred by the
Executive in connection with the negotiation and review of the terms of
employment and this Agreement.

       

      (f)           Exclusivity of Salary and
Benefits.  The Executive shall not be entitled to any payments
or benefits other than those provided under this Agreement.

       

      4.           Extent of
Service.  During the Executive’s employment under this
Agreement, the Executive shall, subject to the direction and supervision of the
Chief Executive Officer, devote the Executive’s full business time, best efforts
and business judgment, skill and knowledge to the advancement of the Employer’s
interests and to the discharge of the Executive’s duties and responsibilities
under this Agreement.  The Executive shall not engage in any other
business activity, except as may be approved by the Chief Executive Officer;
provided that nothing
in this Agreement shall be construed as preventing the Executive
from:

       

      (a)           investing
the Executive’s assets in any company or other entity in a manner not prohibited
by Section 7(d) and in such form or manner as shall not require any material
activities on the Executive’s part in connection with the operations or affairs
of the companies or other entities in which such investments are made;
or

       

      (b)           engaging
in religious, charitable or other community or non-profit activities that do not
impair the Executive’s ability to fulfill the Executive’s duties and
responsibilities under this Agreement.

       

      (c)           serving
as the President of [Strongheart Construction];
provided that in the
event such service should impair Executive’s ability to perform his duties as
set forth above, Executive shall, at his option, take either a working day paid
vacation or a working day unpaid to attend to such duties.

       

      5.           Termination.  The
Executive’s employment under this Agreement shall terminate under the following
circumstances set forth in this Section 5.

       

      (a)           Termination by the Employer
for Cause.  The Executive’s employment under this Agreement may
be terminated by the Employer for Cause (as defined below) without further
liability on the part of the Employer effective immediately upon a vote of the
Board of Directors and written notice to the Executive.  Only the
following shall constitute “Cause” for such termination:

       

      (i)           the
Executive’s willful misconduct in the performance of his duties to the Employer,
or the Executive’s willful failure to implement any lawful policy of the
Employer;

       

      (ii)           the
Executive’s conviction of or plea of guilty or any plea other than “not guilty”
to a felony;

       

      
        
           


        

        
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      (iii)           the
violation by the Executive of any material provision of this Agreement, which
either is not cured within ten (10) days after written notice is given to the
Executive by the Employer or constitutes a habitual breach; or

       

      (iv)           the
Executive’s dishonesty, misappropriation or fraud with regard to the property of
the Employer or its affiliates.

       

      (b)           Termination by the Executive
for Good Reason.  The Executive’s employment under this
Agreement may be terminated by the Executive for Good Reason (as defined
below).  For purposes of this Agreement, “Good Reason” shall mean that
that the Executive has complied with the Good Reason Process (as defined below)
following the occurrence of any of the following events:

       

      (i)           a
substantial diminution or other substantive adverse change, not consented to by
the Executive, in the nature or scope of the Executive’s responsibilities,
authorities, powers, functions or duties;

       

      (ii)           an
involuntary material reduction in the Executive’s base salary;

       

      (iii)           a
breach by the Employer of any of its other material obligations under this
Agreement, or

       

      (iv)           a
material change in the geographic location at which the Executive must perform
his services.

       

      “Good
Reason Process” shall mean that: (A) the Executive reasonably determines in good
faith that a “Good Reason” event has occurred; (B) the Executive notifies the
Employer in writing of the occurrence of the Good Reason event within 90 days of
the occurrence of such event; (C) the Executive cooperates in good faith with
the Employer’s efforts, for a period not less than 30 days following such
notice, to modify the Executive’s employment situation in a manner acceptable to
the Executive and the Employer; and (D) notwithstanding such efforts, one or
more of the Good Reason events continues to exist and has not been modified in a
manner acceptable to the Executive.  If the Employer cures the Good
Reason event in a manner acceptable to the Executive during the 30 day period,
Good Reason shall be deemed not to have occurred.

       

      (c)           Termination by the Employer
without Cause.  Subject to the payment of Termination Benefits
(as defined below), the Executive’s employment under this Agreement may be
terminated by the Employer without Cause upon written notice to the
Executive.

       

      (d)           Death.  The
Executive’s employment with the Employer shall terminate upon his
death.

       

      (e)           Disability.  If
the Executive shall be disabled so as to be unable to perform the essential
functions of the Executive’s then existing position or positions under this
Agreement with or without reasonable accommodation for a period of 30
nonconsecutive days or more within any six (6) month period, the Board of
Directors may, upon ten (10) days prior written notice, terminate the
Executive’s employment hereunder.  Notwithstanding any such
termination, the Executive shall continue to receive the Executive’s full Salary
(less any disability pay or sick pay benefits to which the Executive may be
entitled under the Employer’s policies) and benefits under Section 4 of this
Agreement (except to the extent that the Executive may be ineligible for one or
more such benefits under applicable plan terms) for a period of time equal to
six (6) months, and the Executive’s employment may be terminated by the Employer
at any time thereafter.  If any question shall arise as to whether
during any period the Executive is disabled so as to be unable to perform the
essential functions of the Executive’s then existing position or positions with
or without reasonable accommodation, the Executive may, and at the request of
the Employer shall, submit to the Employer a certification in reasonable detail
by a physician selected by the Employer to whom the Executive or the Executive’s
guardian has no reasonable objection as to whether the Executive is so disabled
or how long such disability is expected to continue, and such certification
shall for the purposes of this Agreement be conclusive of the
issue.  The Executive shall cooperate with any reasonable request of
the physician in connection with such certification.  If such question
shall arise and the Executive shall fail to submit such certification, the
Employer’s determination of such issue shall be binding on the
Executive.  Nothing in this Section 6(e) shall be construed to waive
the Executive’s rights, if any, under existing law including, without
limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans
with Disabilities Act, 42 U.S.C. §12101 et seq.

       

      
        
           


        

        
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      6.           Compensation Upon
Termination.

       

      (a)           Termination
Generally.  If the Executive’s employment with the Employer is
terminated for any reason during the term of this Agreement, the Employer shall
pay or provide to the Executive (or to his authorized representative or estate)
any earned but unpaid Salary, unpaid expense reimbursements, accrued but unused
vacation and any vested benefits the Executive may have under any employee
benefit plan of the Employer (the “Accrued Benefit”).

       

      (b)           Termination by the Employer
Without Cause Before a Change of Control.  In the event of
termination of the Executive’s employment with the Employer before a Change of
Control pursuant to Section 6(c) above and subject to the Executive’s agreement
to a release of any and all legal claims in a form satisfactory to the Employer
(excluding any indemnification or other obligations hereunder which survive
termination of this Agreement), the Employer shall provide to the Executive the
following termination benefits (“Termination Benefits”):

       

      (i)           a
lump sum payment equal to one times the Executive’s Salary at the rate then in
effect pursuant to Section 3(a);

       

      (ii)           an
amount equal to any employer contribution that would have been made by the
Employer pursuant to any retirement plan of the Employer on the Executive’s
behalf had the Executive remained employed by the Employer during the
twelve-month period following the date of termination, assuming the Executive
contributed the maximum amount to the plan; and

       

      (iii)           continuation
of group health plan benefits to the extent authorized by and consistent with 29
U.S.C. § 1161 et seq. (commonly known as “COBRA”) for twelve (12) months or
until the Executive commences employment, if earlier, subject to payment of
premiums by the Executive at the active employees’ rate.

       

      
        
           


        

        
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      Notwithstanding
the foregoing, the amounts paid to the Executive under Section 6(b)(ii) and
Section 6(b)(iii) shall not exceed $25,000 in the aggregate.  The
Employer’s liability for severance pursuant to Section 6(b)(i) shall be reduced
by the amount of any severance pay paid to the Executive pursuant to any
severance pay plan or stay bonus plan of the Employer. Notwithstanding the
foregoing, nothing in this Section 6(b) shall be construed to affect the
Executive’s right to receive COBRA continuation entirely at the Executive’s own
cost to the extent that the Executive may continue to be entitled to COBRA
continuation after the Executive’s right to cost sharing under Section 6(b)(iii)
ceases.  The Executive shall be obligated to give prompt notice of the
date of commencement of any employment during the benefits continuation period
and shall respond promptly to any reasonable inquiries concerning any employment
in which the Executive engages during the benefits continuation
period.

       

      (c)           Termination by the Employer
with Cause.  If the Executive’s employment is terminated by the
Employer with Cause under Section 5(a), the Employer shall have no further
obligation to the Executive other than payment of his Accrued
Benefit.

       

      (d)           Termination by the Employer
without Cause or by the Executive for Good Reason following a Change of
Control.  In the event of termination of the Executive’s
employment with the Employer pursuant to Section 5(b) or Section 5(c) above
within twelve (12) months following a Change of Control and subject to the
Executive’s agreement to a release of any and all legal claims in a form
satisfactory to the Employer (excluding any indemnification or other obligations
hereunder which survive termination of this Agreement), the Employer shall
provide to the Executive the following termination benefits (“Termination
Benefits”):

       

      (i)           a
lump sum payment equal to one times the Executive’s Salary at the rate then in
effect pursuant to Section 3(a);

       

      (ii)           a
lump sum payment equal to the bonus compensation paid to the Executive in
immediately preceding fiscal year;

       

      (iii)           an
amount equal to any employer contribution that would have been made by the
Employer pursuant to any retirement plan of the Employer on the Executive’s
behalf had the Executive remained employed by the Employer during the
twelve-month period following the date of termination, assuming the Executive
contributed the maximum amount to the plan; and

       

      (iv)           continuation
of group health plan benefits to the extent authorized by and consistent with 29
U.S.C. § 1161 et seq. (commonly known as “COBRA”) for twelve (12) months or
until the Executive commences employment, if earlier, subject to payment of
premiums by the Executive at the active employees’ rate.

       

      Notwithstanding
the foregoing, the amounts paid to the Executive under Section 6(d)(iii) and
Section 6(d)(iv) shall not exceed $25,000 in the aggregate.  The
Employer’s liability for severance pursuant to Section 6(d)(i) shall be reduced
by the amount of any severance pay paid to the Executive pursuant to any
severance pay plan or stay bonus plan of the Employer. Notwithstanding the
foregoing, nothing in this Section 6(d) shall be construed to affect the
Executive’s right to receive COBRA continuation entirely at the Executive’s own
cost to the extent that the Executive may continue to be entitled to COBRA
continuation after the Executive’s right to cost sharing under Section 6(d)(iv)
ceases.  The Executive shall be obligated to give prompt notice of the
date of commencement of any employment during the benefits continuation period
and shall respond promptly to any reasonable inquiries concerning any employment
in which the Executive engages during the benefits continuation
period.

       

      
        
           


        

        
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      (e)           Definition of Change of
Control.  For purposes of this Agreement, a “Change of Control”
shall mean:

       

      (i)           a
merger, consolidation or other reorganization approved by the Employer’s
stockholders, unless securities representing more than fifty percent (50%) of
the total combined voting power of the voting securities of the successor
corporation are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who
beneficially owned the Employer’s outstanding voting securities immediately
prior to such transaction; or

       

      (ii)           a
stockholder-approved liquidation, dissolution, sale, transfer or other
disposition of all or substantially all of the Employer’s assets;
or

       

      (iii)           the
closing of any transaction or series of related transactions pursuant to which
any person or any group of persons comprising a “group” within the meaning of
Rule 13d-5(b)(1) of the Securities Exchange Act of 1934 Act, as amended (the
“Exchange Act”) (other than the Employer or a person that, prior to such
transaction or series of related transactions, directly or indirectly controls,
is controlled by or is under common control with, the Employer) becomes directly
or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing (or convertible into or exercisable for
securities possessing) more than fifty percent (50%) of the total combined
voting power of the Employer’s securities (as measured in terms of the power to
vote with respect to the election of Board members) outstanding immediately
after the consummation of such transaction or series of related transactions,
whether such transaction involves a direct issuance from the Employer or the
acquisition of outstanding securities held by one or more of the Employer’s
existing stockholders.

       

      (f)           Payment of Termination
Benefits.  Anything in this Agreement to the contrary
notwithstanding, if at the time of the Executive’s termination of employment,
the Executive is considered a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”),
and if any payment that the Executive becomes entitled to under this Agreement
is considered deferred compensation subject to interest and additional tax
imposed pursuant to Section 409A(a) of the Code as a result of the application
of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable
prior to the date that is the earlier of (i) six months after the Executive’s
separation from service, or (ii) the Executive’s death, and the initial payment
shall include a catch-up amount covering amounts that would otherwise have been
paid during the first six-month period but for the application of this Section
7(f).  Any such deferred payment shall earn simple interest calculated
at the short-term applicable federal rate in effect on the date of the
Executive’s separation from service.  The parties intend that this
Agreement will be administered in accordance with Section 409A of the
Code.  The parties agree that this Agreement may be amended, as
reasonably requested by either party, and as may be necessary to fully comply
with Section 409A of the Code and all related rules and regulations in order to
preserve the payments and benefits provided hereunder without additional cost to
either party.

       

      
        
           


        

        
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      7.           Confidential Information,
Noncompetition and Cooperation.

       

      (a)           Confidential
Information.  As used in this Agreement, “Confidential
Information” means information belonging to the Employer which is of value to
the Employer in the course of conducting its business and the disclosure of
which could result in a competitive or other disadvantage to the
Employer.  Confidential Information includes, without limitation,
financial information, reports, and forecasts; inventions, improvements and
other intellectual property; trade secrets; know-how; designs, processes or
formulae; software; market or sales information or plans; customer lists; and
business plans, prospects and opportunities (such as possible acquisitions or
dispositions of businesses or facilities) which have been discussed or
considered by the management of the Employer.  Confidential
Information includes information developed by the Executive in the course of the
Executive’s employment by the Employer, as well as other information to which
the Executive may have access in connection with the Executive’s
employment.  Confidential Information also includes the confidential
information of others with which the Employer has a business
relationship.  Notwithstanding the foregoing, Confidential Information
does not include (i) information in the public domain, unless due to breach of
the Executive’s duties under Section 7(b) or (ii) otherwise known by the
Executive other than by reason of his employment hereunder; provided that the source of
such information is not known by the Executive to have disclosed such
information in violation of an obligation of confidentiality owed to the
Employer.

       

      (b)           Confidentiality.  The
Executive understands and agrees that the Executive’s employment creates a
relationship of confidence and trust between the Executive and the Employer with
respect to all Confidential Information.  At all times, both during
the Executive’s employment with the Employer and after its termination, the
Executive will keep in confidence and trust all such Confidential Information,
and will not use or disclose any such Confidential Information without the
written consent of the Employer, except as may be necessary in the ordinary
course of performing the Executive’s duties to the Employer.

       

      (c)           Documents, Records,
etc.  All documents, records, data, apparatus, equipment and
other physical property, whether or not pertaining to Confidential Information,
which are furnished to the Executive by the Employer or are produced by the
Executive in connection with the Executive’s employment will be and remain the
sole property of the Employer.  The Executive will return to the
Employer all such materials and property as and when requested by the
Employer.  In any event, the Executive will return all such materials
and property immediately upon termination of the Executive’s employment for any
reason.  The Executive will not retain any such material or property
or any copies thereof after such termination.

       

      (d)           Noncompetition and
Nonsolicitation.  During the term of this Agreement and for one
(1) year thereafter, the Executive (i) will not, directly or indirectly, whether
as owner, partner, shareholder, consultant, agent, employee, co-venturer or
otherwise, engage, participate, assist or invest in any Competing Business (as
defined below); (ii) will refrain from directly or indirectly employing,
attempting to employ, recruiting or otherwise soliciting, inducing or
influencing any person to leave employment with the Employer (other than
terminations of employment of subordinate employees undertaken in the course of
the Executive’s employment with the Employer); and (iii) will refrain from
soliciting or encouraging any customer or supplier to terminate or otherwise
modify adversely its business relationship with the Employer.  The
Executive understands that the restrictions set forth in this Section 7(d) are
intended to protect the Employer’s interest in its Confidential Information and
established employee, customer and supplier relationships and goodwill, and
agrees that such restrictions are reasonable and appropriate for this
purpose.  For purposes of this Agreement, the term “Competing
Business” shall mean a business conducted anywhere in any jurisdiction where the
Employer and/or its affiliates conduct such business as of the date Executive’s
employment terminates, and shall be deemed to include, without limitation, any
business activity or jurisdiction which is covered by or included in a written
proposal or business plan existing on the date of the termination of the
Executive’s employment with the Employer, which is competitive with any business
which the Employer or any of its affiliates conducts or proposes to conduct at
any time during the employment of the Executive.  Notwithstanding the
foregoing, (i) the Executive may own up to one percent (1%) of the outstanding
stock of a publicly held corporation which constitutes or is affiliated with a
Competing Business.

       

      
        
           


        

        
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      (e)           Third-Party Agreements and
Rights.  The Executive hereby confirms that the Executive is
not bound by the terms of any agreement with any previous employer or other
party which restricts in any way the Executive’s use or disclosure of
information or the Executive’s engagement in any business.  The
Executive represents to the Employer that the Executive’s execution of this
Agreement, the Executive’s employment with the Employer and the performance of
the Executive’s proposed duties for the Employer will not violate any
obligations the Executive may have to any such previous employer or other
party.  In the Executive’s work for the Employer, the Executive will
not disclose or make use of any information in violation of any agreements with
or rights of any such previous employer or other party, and the Executive will
not bring to the premises of the Employer any copies or other tangible
embodiments of non-public information belonging to or obtained from any such
previous employment or other party.

       

      (f)           Litigation and Regulatory
Cooperation.  During and after the Executive’s employment, the
Executive shall cooperate fully with the Employer in the defense or prosecution
of any claims or actions now in existence or which may be brought in the future
against or on behalf of the Employer which relate to events or occurrences that
transpired while the Executive was employed by the Employer.  The
Executive’s full cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Employer at
mutually convenient times.  During and after the Executive’s
employment, the Executive also shall cooperate fully with the Employer in
connection with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to events or
occurrences that transpired while the Executive was employed by the
Employer.  The Employer shall reimburse the Executive for any
reasonable out-of-pocket expenses incurred in connection with the Executive’s
performance of obligations pursuant to this Section 7(f).

       

      
        
           


        

        
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      (g)           Injunction.  The
Executive agrees that it would be difficult to measure any damages caused to the
Employer which might result from any breach by the Executive of the promises set
forth in this Section 8, and that in any event money damages would be an
inadequate remedy for any such breach.  Accordingly, the Executive
agrees that if the Executive breaches, or proposes to breach, any portion of
this Agreement, the Employer shall be entitled, in addition to all other
remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Employer.

       

      8.           Consent to
Jurisdiction.  The parties hereby consent to the jurisdiction
of the Superior Court of the State of New Jersey and the United States District
Court for the District of New Jersey.  Accordingly, with respect to
any such court action, the parties (a) submit to the personal jurisdiction of
such courts; (b) consent to service of process; and (c) waive any other
requirement (whether imposed by statute, rule of court, or otherwise) with
respect to personal jurisdiction or service of process.

       

      9.           Integration.  This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements between the
parties with respect to any related subject matter.

       

      10.          Assignment; Successors and
Assigns, etc.  Neither the Employer nor the Executive may make
any assignment of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other party; provided that the Employer
may assign its rights under this Agreement without the consent of the Executive
in the event that the Employer shall effect a reorganization, consolidate with
or merge into any other corporation, partnership, organization or other entity,
or transfer all or substantially all of its properties or assets to any other
corporation, partnership, organization or other entity.  This
Agreement shall inure to the benefit of and be binding upon the Employer and the
Executive, their respective successors, executors, administrators, heirs and
permitted assigns.

       

      11.          Enforceability. If
any portion or provision of this Agreement (including, without limitation, any
portion or provision of any section of this Agreement) shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then the
remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.

       

      12.          Waiver.  No
waiver of any provision hereof shall be effective unless made in writing and
signed by the waiving party.  The failure of any party to require the
performance of any term or obligation of this Agreement, or the waiver by any
party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.

       

      13.          Notices.  Any
notices, requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and delivered in person or sent by a
nationally recognized overnight courier service or by registered or certified
mail, postage prepaid, return receipt requested, to the Executive at the last
address the Executive has filed in writing with the Employer or, in the case of
the Employer, at its main offices, attention of the Chief Executive Officer, and
shall be effective on the date of delivery in person or by courier or three (3)
days after the date mailed.

       

      
        
           


        

        
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      14.           Amendment.  This
Agreement may be amended or modified only by a written instrument signed by the
Executive and by a duly authorized representative of the Employer.

       

      15.           Governing
Law.  This is a New Jersey contract and shall be construed
under and be governed in all respects by the laws of the State of New Jersey,
without giving effect to the conflict of laws principles of such
State.  With respect to any disputes concerning federal law, such
disputes shall be determined in accordance with the law as it would be
interpreted and applied by the United States Court of Appeals for the Third
Circuit.

       

      16.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original; but such counterparts
shall together constitute one and the same document.

       

      


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      IN
WITNESS WHEREOF, this Employment Agreement has been executed as a sealed
instrument by the Employer, by its duly authorized officer, and by the
Executive, as of the Effective Date.

       

      
        	 
      	
                ARBINET-THEXCHANGE,
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:
      

              	
                /s/
      Shawn F. O'Donnell

              	 
      
	 
      	
                Name:
      Shawn F. O’Donnell

              
	 
      	
                Title:
      President and Chief Executive Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                /s/Dan
      Powdermaker

              	 
      
	 
      	
                Dan
      Powdermaker