**Exhibit 10.34**

 

**EMPLOYMENT AGREEMENT**

 

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

 

RECITALS

 

A.                                   The Company is in the telecommunicationsbusiness.

 

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

 

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

 

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

 

**ARTICLE I**

**EMPLOYMENT**

 

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

 

1.2                                 Activities andDuties During Employment. Executive represents and warrants to the Company that Executive is freeto accept employment with the Company and that Executive has no prior or othercommitments or obligations of any kind to anyone else that would hinder orinterfere with the performance of this Agreement.

 

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

 

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**ARTICLE II**

**TERM**

 

2.1                                 Term.  Unless sooner terminated as hereinafterprovided, the term of employment under this Agreement shall be one (1) year(the “**Initial Term**”), commencingon the date of this Agreement.  ThisAgreement shall automatically renew for successive one year terms thereafter(each a “**Renewal Term**”) unlesseither party delivers notice of termination to the other party not less thanfifteen (15) days prior to the end of the Initial Term or Renewal Term inquestion.  The Initial Term and anyRenewal Terms shall herein be referred to as the “**Employment Term**”.

 

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

 

(a)                                  By the Company immediatelyfor “Cause.”  For the purpose of thisAgreement, “**Cause**” shallmean:  (i) a material breach ofArticles IV and V of this Agreement; (ii) conduct amounting to fraud,embezzlement, or gross misconduct in connection with Executive’s duties underthis Agreement; (iii) the indictment (or the equivalent thereof) ofExecutive by a court of proper jurisdiction of (or his written, voluntary andfreely given confession to) a crime which constitutes a felony or an indictment(or the equivalent thereof) that results in material injury to the Company’sproperty, operation or reputation; (iv) the willful failure of Executiveto comply with reasonable directions of the Company after (a) writtennotice is delivered to the Executive describing such willful failure and(b) Executive has failed to cure such willful failure after a reasonabletime period as determined by the Company in its reasonable discretion (not tobe less than 10 calendar days); or (v) willful misconduct or a materialdefault by the Executive in the performance or observance of any promise orundertaking of Executive under this Agreement.

 

(b)                                 Automatically, without theaction 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 isunable by reason of accident or illness to substantially perform his employmentduties, 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 aTotal Disability has occurred shall be determined by the Company, in goodfaith, at its sole discretion.  Nothingherein shall limit the Executive’s right to receive any payments to whichExecutive may be entitled under any disability or employee benefit plan of theCompany or under any disability or insurance policy or plan.  During a period of disability prior totermination hereunder, Executive shall continue to receive his base salary andbenefits, subject to offset to the extent of any disability insurance paymentsreceived by the Executive pursuant to any disability insurance policy maintainedby or paid for by the Company.

 

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(d)                                 By the Executive for “GoodReason.”  For purposes of thisAgreement, “**Good Reason**” shallmean:  (i) the assignment to theExecutive of any duties inconsistent with the Executive’s position, authority,duties or responsibilities as contemplated by Section 1.1 of thisAgreement, or any other activity of the Company which results in a diminutionof such position, authority, duties or responsibilities, excluding for thispurpose any isolated action not taken in bad faith and which is promptlyremedied by the Company within ten (10) business days of written notice thereofgiven by the Executive; or (ii) the failure to pay the Executive thecompensation required pursuant to this Agreement, if such failure has not beenreasonably cured by the Company within ten business (10) days of receipt ofwritten notice from the Executive.  Atermination of employment by the Executive for Good Reason shall be effectuatedby giving the Company written notice of the termination within thirty (30)calendar days of the event constituting Good Reason, setting forth inreasonable detail the specific conduct of the Company that constitutes GoodReason and the specific provisions of the Agreement on which the Executiverelies. Notwithstanding the foregoing, actions taken during the TotalDisability of the Executive shall not, during the continuance of such TotalDisability, constitute “Good Reason” under Section 2.2(d)(i) hereof.

 

(e)                                  By the Executive withoutGood Reason upon fifteen (15) calendar days prior written notice.

 

(f)                                    By the Company other thanfor Cause, Death or Total Disability, upon fifteen (15) calendar days priorwritten notice.

 

2.3                                 Cessation ofRights and Obligations:  Survival ofCertain Provisions.  On thedate of expiration or earlier termination of the Employment Term for anyreason, all of the respective rights, duties, obligations and covenants of theparties, as set forth herein, shall, except as specifically provided herein tothe contrary, cease and become of no further force or effect as of the date ofsaid termination, and shall only survive as expressly provided for herein.

 

2.4                                 Cessation ofCompensation.  In lieu ofany severance under any severance plan that the Company may then have ineffect, 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 tothe Company that (1) waives any rights the Executive may otherwise haveagainst the Company and (2) releases the Company from actions, suits,claims, proceedings and demands related to the period of employment and/or thetermination of employment (the agreement being provided to the Executive forhis review within seven (7) business days of such termination), the Companyshall pay to the Executive, and the Executive shall be entitled to receive, thefollowing amounts:

 

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

 

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

 

(b)                                       Upon the termination of theEmployment 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 toreceive his base salary (which shall include any of his earned but unusedvacation pay through the date of such termination) and expense reimbursementssolely through the date of termination.

 

(c)                                        Upon the termination ornon-renewal of the Employment Term by the Company for any reason (other thanCause, Death or Total Disability), or upon the Executive terminating his employmentfor Good Reason, the Executive shall be entitled to termination pay equal tosix months of base salary, payable in a single sum on the eighth (8th)calendar day following the execution by the Executive of the agreement mandatedunder this Section 2.4.  It shallbe a condition to Executive’s right to receive the payments described abovethat Executive shall be in compliance with all of his obligations which survivetermination hereof, including without limitation those arising under ArticlesIV and V hereof.  The payments describedabove are intended to be in lieu of all other payments to which Executive mightotherwise be entitled in respect of termination of Executive’s employmentwithout Cause, or for Good Reason, unless otherwise required by law or underother agreements between the parties.

 

2.5                                 BusinessExpenses.

 

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

 

(b)                                 The Executive shall providethe Company with an accounting of his expenses, which accounting shall clearlyreflect which expenses were incurred for proper business purposes in accordancewith the policies adopted by the Company and as such are reimbursable by theCompany.  The Executive shall providethe Company with such other supporting documentation and other substantiationof reimbursable expenses as will conform to Internal Revenue Service or otherrequirements.  All such reimbursementsshall be payable by the Company to the Executive within a reasonable time afterreceipt by the Company of appropriate documentation therefor.

 

2.6                                 SoleCompensation.  Executiveshall not be entitled to any compensation from the Company other than as setforth in Article II hereof as a result of termination of Executive’semployment.

 

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**ARTICLE III**

**COMPENSATION AND BENEFITS**

 

3.1                                 Compensation.  During the Employment Term of thisAgreement, the Company shall pay Executive such salary and bonus as set forthon Exhibit A.

 

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

 

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

 

**ARTICLE IV**

**CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT**

 

4.1                                 Non-Disclosureof Confidential Information.  Executive hereby acknowledges and agrees that the duties andservices to be performed by Executive under this Agreement are special andunique and that as of a result of the employment hereunder, Executive willacquire, develop and use information of a special and unique nature and valuethat 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 telephoneaccess and telephone services, customer lists, prospect lists, pricing onbusiness proposals to new and existing customers, network configuration,supplier pricing, equipment configurations, business plans, ledgers and generalinformation, employee records, mailing lists, accounts receivable and payableledgers, financial and other records of the Company or its Affiliates, andother similar matters (all such information being hereinafter referred to as “**Confidential Information**”).  Executive further acknowledges and agreesthat the Confidential Information is of great value to the Company and itsAffiliates and that the restrictions and agreements contained in this Agreementare reasonably necessary to protect the Confidential Information and the goodwillof the Company.   Accordingly, Executivehereby agrees that:

 

(a)                                  Executive will not, whileemployed by the Company or at any time thereafter, directly or indirectly,except in connection with Executive’s performance of the duties under thisAgreement, or as otherwise authorized in writing by the Company for the benefitof the Company, divulge to any person, firm, corporation, limited liabilitycompany, or organization, other than the Company

 

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

 

(b)                                 Upon the termination ofExecutive’s employment for any reason whatsoever, or at any time during theterm of employment upon demand by the Company, Executive shall deliver or causeto be delivered to the Company any and all Confidential Information ordocuments containing Confidential Information, including notes, drawings,notebooks, notes, records, keys, data and other documents and materialsbelonging to the Company or its Affiliates which is in his possession or underhis control relating to the Company or its Affiliates, regardless of the mediumupon which it is stored, and will deliver to the Company upon such terminationof employment or demand any other property of the Company or its Affiliateswhich is in his possession or control.

 

4.2                                 Non-SolicitationCovenant.  Executivehereby covenants and agrees that while employed by the Company and for a periodof one (1) year following the termination of Executive’s employment with theCompany for any reason, Executive shall not, except on behalf of the Company,(i) directly or indirectly, contact, solicit, interfere with, or endeavor toentice away from the Company or its Affiliates any person, firm, corporation,limited liability company or other entity that was a customer of the Company atany time while Executive was an employee of the Company or its Affiliates orwho is a “prospective customer” of the Company, or (ii) induce, attempt toinduce or hire any employee (or any person who was an employee during the yearpreceding the date of any solicitation) of the Company or its Affiliates toleave the employ of the Company or its Affiliates, or in any way interfere withthe relationship between any such employee and the Company or itsAffiliates.  For purposes hereof, “**prospective customer**” shall mean any personor entity which has been solicited for business by Executive or any officer orother employee of the Company during the one year period preceding the date oftermination of Executive’s employment with the Company.

 

4.3                                 Non-CompetitionCovenant.  Executiveacknowledges that the covenants set forth in this Article IV arereasonable in scope and essential to the preservation of the Business of theCompany (as defined herein).  Executivealso acknowledges that the enforcement of the covenants set forth in thisArticle IV will not preclude Executive from otherwise being able to begainfully employed.  In addition,Executive acknowledges that the Company has obtained an advantage over itscompetitors as a result of its name, location and reputation that ischaracterized by near permanent relationships with vendors, customers,principals and other contacts which it has developed at great expense.  Furthermore, Executive acknowledges thatcompetition by him following the termination or expiration of his employmentwould impair the operation of the Company beyond that which would arise fromthe 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 hisemployment, directly or indirectly, engage in or become directly or indirectlyinterested in any proprietor­ship, partnership, firm, trust, company, limitedliability 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, lesseeor other­wise) that competes with the Company in the Business of the Company inthe Restricted Territory (as defined herein), other

 

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thanowning an interest in a company listed on a recognized stock exchange in anamount which does not exceed one percent (1%) of the outstanding stock of suchcorporation.  For purposes of thisAgreement, (i) the term “**Business of theCompany**” shall include all business activities and ventures relatedto providing telecommunications services or products in which the Company isengaged, plans to engage in the next twelve (12) months following terminationof 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 surroundingeach city (and including such city) in which the Company maintains either anoffice or a telecommunications facility.

 

4.4                                 Remedies.

 

(a)                                  Executive expresslyacknowledges and agrees that the Business of the Company is highly competitiveand that a violation of any of the provisions of Sections 4.1, 4.2 or 4.3 wouldcause immediate and irreparable harm, loss and damage to the Company notadequately compensable by a monetary award. Executive further acknowledges and agrees that the time periods andterritorial areas provided for herein are the minimum necessary to adequatelyprotect the Business of the Company, the enjoyment of the ConfidentialInformation and the goodwill of the Company. Without limiting any of the other remedies available to the Company atlaw 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 theprovisions of Sections 4.1, 4.2 or 4.3 may be immediately restrained orenjoined by any court of competent jurisdiction, and that a temporaryrestraining order or emergency, preliminary or final injunction may be issuedin any court of competent jurisdiction, without notice and without bond.

 

(b)                                 It is the desire of theparties that the provisions of Sections 4.1, 4.2 or 4.3 be enforced to thefullest extent permissible under the laws and public policies in eachjurisdiction in which enforcement might be sought.  Accordingly, if any particular portion of Sections 4.1, 4.2 or4.3 shall ever be adjudicated as invalid or unenforceable, or if theapplication thereof to any party or circumstance shall be adjudicated to beprohibited by or invalidated by such laws or public policies, such section orsections shall be (i) deemed amended to delete therefrom such portions soadjudicated or (ii) modified as determined appropriate by such a court, suchdeletions or modifications to apply only with respect to the operation of suchsection or sections in the particular jurisdictions so adjudicating on theparties and under the circumstances as to which so adjudicated.

 

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

 

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

 

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

 

 

**ARTICLE V**

**ASSIGNMENT OF INTELLECTUAL PROPERTY**

 

5.1                                 The Executiverecognizes 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 otherintellectual property and proprietary rights and any derivative work basedthereon made, conceived, or completed by the Executive, alone or with others,during the term of his employment, whether or not during working hours, thatare within the scope of the Company’s business operations or that relate to anyof the Company’s work or projects (including any and all inventions basedwholly or in part upon ideas conceived during the Executive’s employment withthe Company) (the “**Inventions**”),are the sole and exclusive property of the Company.  The Executive further agrees that (1) he will promptly discloseall Inventions to the Company and hereby assigns to the Company all present andfuture rights he has or may have in those Inventions, including withoutlimitation those relating to patent, copyright, trademark or trade secrets; and(2) all of the Inventions eligible under the copyright laws are “work made forhire.”  At the request of the Company,the Executive will do all things deemed by the Company to be reasonablynecessary to perfect title to the Inventions in the Company and to assist inobtaining for the Company such patents, copyrights or other protection as maybe provided under law and desired by the Company, including but not limited toexecuting and signing any and all relevant applications, assignments or otherinstruments.  The Company will reimbursethe Executive for reasonable expenses incurred by the Executive as a result ofhis being required to comply with this Article.

 

5.2                                 Notwithstandingthe foregoing, pursuant to the Employee Patent Act, Illinois Public Act 83-493,the Company hereby notifies the Executive that the provisions of thisArticle V shall not apply to any Inventions for which no equipment,supplies, facility or trade secret information of the Company was used andwhich were developed entirely on the Executive’s own time, unless (1) theInvention relates (i)to the business of the Company, or (ii) to actual or demonstrablyanticipated research or development of the Company, or (2) the Inventionresults 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 requiredor permitted hereunder shall be in writing and shall be deemed given, deliveredand received (a) when delivered, if deli­vered personally, (b) four days aftermailing, when sent by registered or certified mail, return receipt requestedand postage prepaid, (c) one business day after delivery to a private courierservice, when delivered to a private courier service providing documentedovernight 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 byprivate courier service), in each case addressed as follows:

 

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

 

To Company at:

 

Universal Access GlobalHoldings Inc.

233 South Wacker Drive

Suite600

Chicago,Illinois 60606

Attention:   Chief Executive Officer

Phone:  312-660-5000

Fax:  312-660-1264

 

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

 

6.2                                 EntireAgreement; Amendments, Etc.  This Agreement contains the entire agreement and understanding ofthe parties hereto, and supersedes all prior agreements and understandingsrelating 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 inany event be effective unless the same shall be in writing, executed by bothparties hereto, and any waiver so given shall be effective only in the specificinstance and for the specific purpose for which given.

 

6.3                                 Benefit.  This Agreement shall be binding upon, andinure 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 byExecutive without the prior written consent of the Company.  No implication shall be drawn in favor oragainst either party based upon the role of such party’s counsel in thedrafting of this Agreement.

 

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

 

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6.5                                 Severability.  Wherever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law but, if any provision of this Agreement shall beprohibited by or invalid under applicable law, such provision shall beineffective to the extent of such prohibition or invalidity, withoutinvalidating the remainder of such provision or the remaining provisions ofthis Agreement.   If any part of anycovenant or other provision in this Agreement is determined by a court of lawto be overly broad thereby making the covenant unenforceable, the partieshereto agree, and it is their desire, that the court shall substitute ajudicially enforceable limitation in its place, and that as so modified thecovenant shall be binding upon the parties as if originally set forth herein.

 

6.6                                 Compliance andHeadings.  Theheadings in this Agreement are intended to be for convenience and referenceonly, and shall not define or limit the scope, extent or intent or otherwiseaffect the meaning of any portion hereof.

 

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

 

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

 

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

 

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

 

6.11                           Survival.  Notwithstanding anything to the contrarycontained herein, the terms of Articles III, IV, V and VI hereof shall surviveany termination of this Agreement and remain in full force and effectthereafter.

 

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**IN WITNESS WHEREOF,** each of the parties hereto has caused this Agreement to be executedand 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 agreedupon each year between Executive and the Company.  For the Initial Term, the Company shall pay Executive a basesalary of $                               per year.  Thereafter, the Company shallreview the Executive’s base salary annually.

 

2.                                       Bonus.  The Executive shall beeligible to earn an annual bonus in an amount equal to up to              percent (       %) of his base salary, uponthe attainment (in the reasonable judgment of the Board) of certain performanceobjectives to be determined mutually by the Board and the Executive.  The bonus, if any, shall be payable in fullno later than ninety (90) days after the end of the fiscal year for which itwas earned, provided the Executive was actively employed by the Company as ofthe last day of such fiscal year.

 

 

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