Exhibit 10.34


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is made as of the        day of
          , 2003, by and
between  Universal Access Global
Holdings Inc., a Delaware corporation (the “Company”),
and
                            
(the “Executive”).


 


R  E  C  I  T  A
L  S


 


A.                                   The Company is in the telecommunications
business.


 


B.                                     The Company
desires to employ the Executive and Executive desires to be employed by the
Company as its
                              
subject to the terms, conditions and covenants hereinafter set forth.


 


C.                                     As a condition of the Company employing the
Executive, Executive has agreed not to divulge to the public the Company’s
confidential information, not to solicit the Company’s vendors, customers or
employees and not to compete with the Company, all upon the terms and
conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the foregoing and the agreements, covenants and
conditions set forth herein, the Executive and the Company hereby agree as follows:


 


ARTICLE I


EMPLOYMENT


 


1.1                                 Employment.  The Company hereby employs, engages, and
hires Executive, and Executive hereby accepts employment, upon the terms and
conditions set forth in this Agreement. 
The Executive shall serve as the
                              
of the Company.  The Executive shall
have and fully perform the duties required for such job title and position and
perform such additional services and discharge such other responsibilities as
may be, from time to time, assigned or delegated by the Company.


 


1.2                                 Activities and
Duties During Employment. 
Executive represents and warrants to the Company that Executive is free
to accept employment with the Company and that Executive has no prior or other
commitments or obligations of any kind to anyone else that would hinder or
interfere with the performance of this Agreement.


 


1.3                                 Diligent
Performance.  Executive
accepts the employment described in Article I of this Agreement and agrees
to devote his full time and efforts to the faithful and diligent performance of
the services described herein, including the performance of such other services
and responsibilities as the Company may, from time to time, stipulate.  Notwithstanding any provision in this
Agreement to the contrary, Executive shall be permitted to serve as a member of
the board of directors of other for-profit or non-profit organizations, so long
as such memberships do not interfere, individually or in the aggregate, with
the performance of the Executive’s duties hereunder and would not reasonably be
expected to compete with the business of the Company.


 

















 


ARTICLE II


TERM


 


2.1                                 Term.  Unless sooner terminated as hereinafter
provided, the term of employment under this Agreement shall be one (1) year
(the “Initial Term”), commencing
on the date of this Agreement.  This
Agreement shall automatically renew for successive one year terms thereafter
(each a “Renewal Term”) unless
either party delivers notice of termination to the other party not less than
fifteen (15) days prior to the end of the Initial Term or Renewal Term in
question.  The Initial Term and any
Renewal Terms shall herein be referred to as the “Employment Term”.


 


2.2                                 Termination.  Section 2.1 notwithstanding, the Employment
Term and employment of Executive may be earlier terminated as follows:


 


(a)                                  By the Company immediately
for “Cause.”  For the purpose of this
Agreement, “Cause” shall
mean:  (i) a material breach of
Articles IV and V of this Agreement; (ii) conduct amounting to fraud,
embezzlement, or gross misconduct in connection with Executive’s duties under
this Agreement; (iii) the indictment (or the equivalent thereof) of
Executive by a court of proper jurisdiction of (or his written, voluntary and
freely given confession to) a crime which constitutes a felony or an indictment
(or the equivalent thereof) that results in material injury to the Company’s
property, operation or reputation; (iv) the willful failure of Executive
to comply with reasonable directions of the Company after (a) written
notice is delivered to the Executive describing such willful failure and
(b) Executive has failed to cure such willful failure after a reasonable
time period as determined by the Company in its reasonable discretion (not to
be less than 10 calendar days); or (v) willful misconduct or a material
default by the Executive in the performance or observance of any promise or
undertaking of Executive under this Agreement.


 


(b)                                 Automatically, without the
action of either party, upon the death of Executive (“Death”).


 


(c)                                  By either party upon the
“Total Disability” of the Executive. 
The Executive shall be considered to have a “Total Disability” for purposes of this Agreement if he is
unable by reason of accident or illness to substantially perform his employment
duties, and is expected to be in such condition for periods totaling six (6)
months (whether or not consecutive) during any period of twelve (12)
months.  The determination of whether a
Total Disability has occurred shall be determined by the Company, in good
faith, at its sole discretion.  Nothing
herein shall limit the Executive’s right to receive any payments to which
Executive may be entitled under any disability or employee benefit plan of the
Company or under any disability or insurance policy or plan.  During a period of disability prior to
termination hereunder, Executive shall continue to receive his base salary and
benefits, subject to offset to the extent of any disability insurance payments
received by the Executive pursuant to any disability insurance policy maintained
by or paid for by the Company.


 


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(d)                                 By the Executive for “Good
Reason.”  For purposes of this
Agreement, “Good Reason” shall
mean:  (i) the assignment to the
Executive of any duties inconsistent with the Executive’s position, authority,
duties or responsibilities as contemplated by Section 1.1 of this
Agreement, or any other activity of the Company which results in a diminution
of such position, authority, duties or responsibilities, excluding for this
purpose any isolated action not taken in bad faith and which is promptly
remedied by the Company within ten (10) business days of written notice thereof
given by the Executive; or (ii) the failure to pay the Executive the
compensation required pursuant to this Agreement, if such failure has not been
reasonably cured by the Company within ten business (10) days of receipt of
written notice from the Executive.  A
termination of employment by the Executive for Good Reason shall be effectuated
by giving the Company written notice of the termination within thirty (30)
calendar days of the event constituting Good Reason, setting forth in
reasonable detail the specific conduct of the Company that constitutes Good
Reason and the specific provisions of the Agreement on which the Executive
relies. Notwithstanding the foregoing, actions taken during the Total
Disability of the Executive shall not, during the continuance of such Total
Disability, constitute “Good Reason” under Section 2.2(d)(i) hereof.


 


(e)                                  By the Executive without
Good Reason upon fifteen (15) calendar days prior written notice.


 


(f)                                    By the Company other than
for Cause, Death or Total Disability, upon fifteen (15) calendar days prior
written notice.


 


2.3                                 Cessation of
Rights and Obligations:  Survival of
Certain Provisions.  On the
date of expiration or earlier termination of the Employment Term for any
reason, all of the respective rights, duties, obligations and covenants of the
parties, as set forth herein, shall, except as specifically provided herein to
the contrary, cease and become of no further force or effect as of the date of
said termination, and shall only survive as expressly provided for herein.


 


2.4                                 Cessation of
Compensation.  In lieu of
any severance under any severance plan that the Company may then have in
effect, and with respect to any payments to be made under Section 2.4(c),
subject to the Executive’s execution of an agreement reasonably acceptable to
the Company that (1) waives any rights the Executive may otherwise have
against the Company and (2) releases the Company from actions, suits,
claims, proceedings and demands related to the period of employment and/or the
termination of employment (the agreement being provided to the Executive for
his review within seven (7) business days of such termination), the Company
shall pay to the Executive, and the Executive shall be entitled to receive, the
following amounts:


 


(a)                                  Upon (i) Executive
voluntarily terminating his employment as provided in Section 2.2(e), (ii) the
expiration of the Employment Term because the Executive elects to not extend
the Employment Term, or (iii) a termination of the Employment Term for Cause by
the Company as provided in Section 2.2(a), the Executive shall be entitled to
receive his base salary (which shall include any of his earned but


 


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unused vacation pay through the date of such
termination) and expense reimbursements solely through the date of termination.


 


(b)                                       Upon the termination of the
Employment Term by reason of the Death or Total Disability of the Executive,
the Executive (or, in the case of Death, his estate) shall be entitled to
receive his base salary (which shall include any of his earned but unused
vacation pay through the date of such termination) and expense reimbursements
solely through the date of termination.


 


(c)                                        Upon the termination or
non-renewal of the Employment Term by the Company for any reason (other than
Cause, Death or Total Disability), or upon the Executive terminating his employment
for Good Reason, the Executive shall be entitled to termination pay equal to
six months of base salary, payable in a single sum on the eighth (8th)
calendar day following the execution by the Executive of the agreement mandated
under this Section 2.4.  It shall
be a condition to Executive’s right to receive the payments described above
that Executive shall be in compliance with all of his obligations which survive
termination hereof, including without limitation those arising under Articles
IV and V hereof.  The payments described
above are intended to be in lieu of all other payments to which Executive might
otherwise be entitled in respect of termination of Executive’s employment
without Cause, or for Good Reason, unless otherwise required by law or under
other agreements between the parties.


 


2.5                                 Business
Expenses.


 


(a)                                  The Company shall reimburse
the Executive for all reasonable, ordinary, and necessary business expenses
incurred by him in connection with the performance of his duties hereunder,
including, but not limited to, ordinary and necessary travel expenses and
entertainment expenses, subject to the policies of the Company from
time-to-time in effect and the terms otherwise set forth herein.


 


(b)                                 The Executive shall provide
the Company with an accounting of his expenses, which accounting shall clearly
reflect which expenses were incurred for proper business purposes in accordance
with the policies adopted by the Company and as such are reimbursable by the
Company.  The Executive shall provide
the Company with such other supporting documentation and other substantiation
of reimbursable expenses as will conform to Internal Revenue Service or other
requirements.  All such reimbursements
shall be payable by the Company to the Executive within a reasonable time after
receipt by the Company of appropriate documentation therefor.


 


2.6                                 Sole
Compensation.  Executive
shall not be entitled to any compensation from the Company other than as set
forth in Article II hereof as a result of termination of Executive’s
employment.


 


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ARTICLE III


COMPENSATION AND BENEFITS


 


3.1                                 Compensation.  During the Employment Term of this
Agreement, the Company shall pay Executive such salary and bonus as set forth
on Exhibit A.


 


3.2                                 Payment.  All compensation shall be payable in
intervals in accordance with the general payroll payment practice of the
Company. The compensation shall be subject to such withholdings and deductions
by the Company as are required by law. 
On termination of the Employment Term, the Company shall be entitled to
set off against any monies owing by the Company to Executive the amount of any
monies owing from Executive to the Company, and Executive hereby agrees to
execute any further documents or consents as deemed necessary by the Company at
the time his employment terminates to permit such set off.


 


3.3                                 Other Benefits.  Executive shall be entitled to participate
in any retirement, pension, profit-sharing, stock option, health plan,
insurance, disability income, vacation, incentive compensation and welfare or
any other benefit plans or programs of the Company which may now or hereafter
be in effect and for which the Executive is eligible, subject to the terms of
such plans or programs.  Notwithstanding
the foregoing, the Company shall be under no obligation to institute or
continue the existence of any such benefit plan.


 


ARTICLE IV


CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT


 


4.1                                 Non-Disclosure
of Confidential Information.  Executive hereby acknowledges and agrees that the duties and
services to be performed by Executive under this Agreement are special and
unique and that as of a result of the employment hereunder, Executive will
acquire, develop and use information of a special and unique nature and value
that is not generally known to the public or to the Company’s industry,
including but not limited to, certain records, phone locations, documentation,
software programs, price lists, contract prices for purchase and sale of telephone
access and telephone services, customer lists, prospect lists, pricing on
business proposals to new and existing customers, network configuration,
supplier pricing, equipment configurations, business plans, ledgers and general
information, employee records, mailing lists, accounts receivable and payable
ledgers, financial and other records of the Company or its Affiliates, and
other similar matters (all such information being hereinafter referred to as “Confidential Information”).  Executive further acknowledges and agrees
that the Confidential Information is of great value to the Company and its
Affiliates and that the restrictions and agreements contained in this Agreement
are reasonably necessary to protect the Confidential Information and the goodwill
of the Company.   Accordingly, Executive
hereby agrees that:


 


(a)                                  Executive will not, while
employed by the Company or at any time thereafter, directly or indirectly,
except in connection with Executive’s performance of the duties under this
Agreement, or as otherwise authorized in writing by the Company for the benefit
of the Company, divulge to any person, firm, corporation, limited liability
company, or organization, other than the Company


 


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(hereinafter referred to as “Third Parties”), or use or cause or
authorize any Third Parties to use, the Confidential Information, except as
required by law; and


 


(b)                                 Upon the termination of
Executive’s employment for any reason whatsoever, or at any time during the
term of employment upon demand by the Company, Executive shall deliver or cause
to be delivered to the Company any and all Confidential Information or
documents containing Confidential Information, including notes, drawings,
notebooks, notes, records, keys, data and other documents and materials
belonging to the Company or its Affiliates which is in his possession or under
his control relating to the Company or its Affiliates, regardless of the medium
upon which it is stored, and will deliver to the Company upon such termination
of employment or demand any other property of the Company or its Affiliates
which is in his possession or control.


 


4.2                                 Non-Solicitation
Covenant.  Executive
hereby covenants and agrees that while employed by the Company and for a period
of one (1) year following the termination of Executive’s employment with the
Company for any reason, Executive shall not, except on behalf of the Company,
(i) directly or indirectly, contact, solicit, interfere with, or endeavor to
entice away from the Company or its Affiliates any person, firm, corporation,
limited liability company or other entity that was a customer of the Company at
any time while Executive was an employee of the Company or its Affiliates or
who is a “prospective customer” of the Company, or (ii) induce, attempt to
induce or hire any employee (or any person who was an employee during the year
preceding the date of any solicitation) of the Company or its Affiliates to
leave the employ of the Company or its Affiliates, or in any way interfere with
the relationship between any such employee and the Company or its
Affiliates.  For purposes hereof, “prospective customer” shall mean any person
or entity which has been solicited for business by Executive or any officer or
other employee of the Company during the one year period preceding the date of
termination of Executive’s employment with the Company.


 


4.3                                 Non-Competition
Covenant.  Executive
acknowledges that the covenants set forth in this Article IV are
reasonable in scope and essential to the preservation of the Business of the
Company (as defined herein).  Executive
also acknowledges that the enforcement of the covenants set forth in this
Article IV will not preclude Executive from otherwise being able to be
gainfully employed.  In addition,
Executive acknowledges that the Company has obtained an advantage over its
competitors as a result of its name, location and reputation that is
characterized by near permanent relationships with vendors, customers,
principals and other contacts which it has developed at great expense.  Furthermore, Executive acknowledges that
competition by him following the termination or expiration of his employment
would impair the operation of the Company beyond that which would arise from
the competition of an unrelated third party with similar skills.  Executive hereby agrees that he shall not,
during his employment and for a period of one (1) year after the end of his
employment, directly or indirectly, engage in or become directly or indirectly
interested in any proprietor­ship, partnership, firm, trust, company, limited
liability company or other entity, other than the Company (whether as owner,
partner, trustee, benefi­ciary, stockholder, member, officer, director,
employee, independent contractor, agent, servant, con­sultant, lessor, lessee
or other­wise) that competes with the Company in the Business of the Company in
the Restricted Territory (as defined herein), other


 


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than
owning an interest in a company listed on a recognized stock exchange in an
amount which does not exceed one percent (1%) of the outstanding stock of such
corporation.  For purposes of this
Agreement, (i) the term “Business of the
Company” shall include all business activities and ventures related
to providing telecommunications services or products in which the Company is
engaged, plans to engage in the next twelve (12) months following termination
of Executive’s employment or has engaged in during the prior twelve (12)
months, as determined at any time during the employment of the Executive; and
(ii) the term “Restricted Territory”
means the geographical area consisting of a seventy mile radius surrounding
each city (and including such city) in which the Company maintains either an
office or a telecommunications facility.


 


4.4                                 Remedies.


 


(a)                                  Executive expressly
acknowledges and agrees that the Business of the Company is highly competitive
and that a violation of any of the provisions of Sections 4.1, 4.2 or 4.3 would
cause immediate and irreparable harm, loss and damage to the Company not
adequately compensable by a monetary award. 
Executive further acknowledges and agrees that the time periods and
territorial areas provided for herein are the minimum necessary to adequately
protect the Business of the Company, the enjoyment of the Confidential
Information and the goodwill of the Company. 
Without limiting any of the other remedies available to the Company at
law or in equity, or the Company’s right or ability to collect money damages,
Executive agrees that any actual or threatened violation of any of the
provisions of Sections 4.1, 4.2 or 4.3 may be immediately restrained or
enjoined by any court of competent jurisdiction, and that a temporary
restraining order or emergency, preliminary or final injunction may be issued
in any court of competent jurisdiction, without notice and without bond.


 


(b)                                 It is the desire of the
parties that the provisions of Sections 4.1, 4.2 or 4.3 be enforced to the
fullest extent permissible under the laws and public policies in each
jurisdiction in which enforcement might be sought.  Accordingly, if any particular portion of Sections 4.1, 4.2 or
4.3 shall ever be adjudicated as invalid or unenforceable, or if the
application thereof to any party or circumstance shall be adjudicated to be
prohibited by or invalidated by such laws or public policies, such section or
sections shall be (i) deemed amended to delete therefrom such portions so
adjudicated or (ii) modified as determined appropriate by such a court, such
deletions or modifications to apply only with respect to the operation of such
section or sections in the particular jurisdictions so adjudicating on the
parties and under the circumstances as to which so adjudicated.


 


(c)                                  The Executive shall reimburse
the Company for all reasonable costs and expenses, including but not limited
to, attorneys’ fees, incurred by the Company in connection with the successful
enforcement of the provisions set forth in this Agreement.


 


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4.5                                 Company.  All references to the Company in this
Article IV shall include “Affiliates” of the Company, as that term is
construed under Rule 405 of the Securities Act of 1933, as amended.


 


4.6                                 Consideration.  The undertakings of Executive pursuant to
Sections 4.1, 4.2 and 4.3 hereof are given to the Company in consideration for
his employment and the payments, if any, to be made pursuant to Section 2.4
hereof.


 


 


ARTICLE V


ASSIGNMENT OF INTELLECTUAL PROPERTY


 


5.1                                 The Executive
recognizes and agrees that all ideas, inventions, patents, copyrights,
copyright designs, trade secrets, trademarks, processes, discoveries,
enhancements, software, source code, catalogues, prints, business applications,
plans, writings, and other developments or improvements and all other
intellectual property and proprietary rights and any derivative work based
thereon made, conceived, or completed by the Executive, alone or with others,
during the term of his employment, whether or not during working hours, that
are within the scope of the Company’s business operations or that relate to any
of the Company’s work or projects (including any and all inventions based
wholly or in part upon ideas conceived during the Executive’s employment with
the Company) (the “Inventions”),
are the sole and exclusive property of the Company.  The Executive further agrees that (1) he will promptly disclose
all Inventions to the Company and hereby assigns to the Company all present and
future rights he has or may have in those Inventions, including without
limitation those relating to patent, copyright, trademark or trade secrets; and
(2) all of the Inventions eligible under the copyright laws are “work made for
hire.”  At the request of the Company,
the Executive will do all things deemed by the Company to be reasonably
necessary to perfect title to the Inventions in the Company and to assist in
obtaining for the Company such patents, copyrights or other protection as may
be provided under law and desired by the Company, including but not limited to
executing and signing any and all relevant applications, assignments or other
instruments.  The Company will reimburse
the Executive for reasonable expenses incurred by the Executive as a result of
his being required to comply with this Article.


 


5.2                                 Notwithstanding
the foregoing, pursuant to the Employee Patent Act, Illinois Public Act 83-493,
the Company hereby notifies the Executive that the provisions of this
Article V shall not apply to any Inventions for which no equipment,
supplies, facility or trade secret information of the Company was used and
which were developed entirely on the Executive’s own time, unless (1) the
Invention relates (i)
to the business of the Company, or (ii) to actual or demonstrably
anticipated research or development of the Company, or (2) the Invention
results from any work performed by the Executive for the Company.


 


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ARTICLE VI


MISCELLANEOUS


 


6.1                                 Notices.  All notices or other communications required
or permitted hereunder shall be in writing and shall be deemed given, delivered
and received (a) when delivered, if deli­vered personally, (b) four days after
mailing, when sent by registered or certified mail, return receipt requested
and postage prepaid, (c) one business day after delivery to a private courier
service, when delivered to a private courier service providing documented
overnight service, and (d) on the date of delivery if delivered by facsimile,
receipt confirmed (provided that a confirmation copy is sent on the same day by
private courier service), in each case addressed as follows:


 


To Executive at his home
address as set forth on the books and records of the Company.


 


To Company at:


 


Universal Access Global
Holdings Inc.


233 South Wacker Drive


Suite
600


Chicago,
Illinois 60606


Attention:   Chief Executive Officer


Phone:  312-660-5000


Fax:  312-660-1264


 


Any party may change its address for purposes
of this paragraph by giving the other party written notice of the new address
in the manner set forth above.


 


6.2                                 Entire
Agreement; Amendments, Etc.  This Agreement contains the entire agreement and understanding of
the parties hereto, and supersedes all prior agreements and understandings
relating to the subject matter hereof. 
Except as provided in Section 4.4(b), no modification, amendment,
waiver or alteration of this Agreement or any provision or term hereof shall in
any event be effective unless the same shall be in writing, executed by both
parties hereto, and any waiver so given shall be effective only in the specific
instance and for the specific purpose for which given.


 


6.3                                 Benefit.  This Agreement shall be binding upon, and
inure to the benefit of, and shall be enforceable by, the heirs, successors,
legal representatives and permitted assignees of Executive and the successors,
assignees and transferees of the Company. 
This Agreement or any right or interest hereunder may not be assigned by
Executive without the prior written consent of the Company.  No implication shall be drawn in favor or
against either party based upon the role of such party’s counsel in the
drafting of this Agreement.


 


6.4                                 No Waiver.  No failure or delay on the part of any party
hereto in exercising any right, power or remedy hereunder or pursuant hereto
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder or pursuant
thereto.


 


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6.5                                 Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law but, if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.   If any part of any
covenant or other provision in this Agreement is determined by a court of law
to be overly broad thereby making the covenant unenforceable, the parties
hereto agree, and it is their desire, that the court shall substitute a
judicially enforceable limitation in its place, and that as so modified the
covenant shall be binding upon the parties as if originally set forth herein.


 


6.6                                 Compliance and
Headings.  The
headings in this Agreement are intended to be for convenience and reference
only, and shall not define or limit the scope, extent or intent or otherwise
affect the meaning of any portion hereof.


 


6.7                                 Governing Law.  The parties agree that this Agreement shall
be governed by, interpreted and construed in accordance with the laws of the
State of Illinois, and the parties agree that any suit, action or proceeding
with respect to this Agreement shall be brought in the courts of Cook County in
the State of Illinois or in the U.S. District Court for the Northern District
of Illinois.  The parties hereto accept
the sole and exclusive jurisdiction of those courts for the purpose of any such
suit, action or proceeding.  The sole
and exclusive venue for any such action will be Cook County, Illinois.  The parties hereby waive their right to
trial by jury on any such action.


 


6.8                                 Counterparts.  This Agreement may be executed in one or
more counterparts, whether by original, photocopy or facsimile, each of which
will be deemed an original and all of which together will constitute one and
the same instrument.


 


6.10                           Recitals.  The Recitals set forth above are hereby
incorporated in and made a part of this Agreement by this reference.


 


6.11                           Indemnification.  The Company agrees to indemnify the
Executive as may be provided for under the Company’s By-Laws and/or Certificate
of Incorporation.  The Company shall
maintain a policy of commercially reasonable general liability and directors’
and officers’ liability insurance, which policy shall cover the Executive’s
conduct as an employee, officer and director of the Company.  The indemnification and insurance
requirements shall survive the termination of the Executive’s employment with
the Company.


 


6.11                           Survival.  Notwithstanding anything to the contrary
contained herein, the terms of Articles III, IV, V and VI hereof shall survive
any termination of this Agreement and remain in full force and effect
thereafter.


 


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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed
and delivered as of the day and year first above written.


 


	
   

  	
  UNIVERSAL
  ACCESS GLOBAL

  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Randall R. Lay

  
	
   

  	
  Its: Chief Executive
  Officer

  
	
  Executive:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
				



 


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EXHIBIT A


 


ECONOMIC TERMS OF EMPLOYMENT AGREEMENT


Universal Access Global Holdings Inc.


 


 


Compensation.


 


1.                                       Salary.  During the Employment Term,
the Company shall pay Executive such salary and benefits as shall be agreed
upon each year between Executive and the Company.  For the Initial Term, the Company shall pay Executive a base
salary of 
$                               
per year.  Thereafter, the Company shall
review the Executive’s base salary annually.


 


2.                                       Bonus.  The Executive shall be
eligible to earn an annual bonus in an amount equal to up to
              
percent (       %) of his base salary, upon
the attainment (in the reasonable judgment of the Board) of certain performance
objectives to be determined mutually by the Board and the Executive.  The bonus, if any, shall be payable in full
no later than ninety (90) days after the end of the fiscal year for which it
was earned, provided the Executive was actively employed by the Company as of
the last day of such fiscal year.