of Directors of the Company. In addition, Employee shall perform such duties and functions asare consistent with Employee’s status as a senior executive officer of the Company. Subject to thepreceding sentence, the Company, in its sole discretion, may change Employee’s duties from time totime upon notice to Employee. At the direction of the Chief Executive Officer or the Board ofDirectors of the Company, Employee shall also serve in such other senior executive and/or otheradministrative capacities with the Company and any subsidiaries of the Company(“Subsidiaries” or individually a “Subsidiary,” as hereafter defined), as they maydetermine.Article III. Place of Employment     Employee shall render Employee’s services where and as required by the Company, it beingunderstood and agreed, however, that Employee’s base of operations shall be the office of theCompany in [                    ], and that Employee shall not be required to render services on a permanentbasis outside of said region unless Employee otherwise agrees.Article IV. Term     4.1. Unless earlier terminated as provided in this Agreement, the term of Employee’semployment under this Agreement shall be for a period beginning on the date hereof and ending onthe one-year anniversary of the date hereof (the “Initial Term”).     4.2. The term of Employee’s employment under this Agreement shall be automatically renewed foradditional one-year terms (each a “Renewal Term”) upon the expiration of the Initial Termor any Renewal Term unless the Company or Employee delivers to the other, at least ninety (90) daysprior to the expiration of the Initial Term or the then current Renewal Term, as the case may be, awritten notice (a “Notice of Non-Renewal”) specifying that the Term of Employee’semployment will not be renewed at the end of the Initial Term or such Renewal Term, as the case maybe. The Initial Term or, in the event that Employee’s employment hereunder is earlier terminatedas provided herein or renewed as provided in this Section 4.2, such shorter or longerperiod, as the case may be, is hereinafter called the “Term.”     4.3. In the event of a Change in Control, as defined in Employee’s Change in Control Agreementby and between the Company and Employee, dated December ___, 2008 (the “Change in ControlSeverance Agreement” occurring during the term of the Change in Control Agreement, thisAgreement will be of no further force and effect during the two-year period following such Changein Control.Article V. Compensation     5.1. Subject to prior termination, as compensation for all services rendered and to berendered by Employee hereunder and the fulfillment by Employee of all of Employee’s obligationsherein, the Company shall pay Employee a base salary at the rate equal to U.S. [$                    ] per yearfor each year of the Term on such days as the Company normally pays its employees and subject tosuch withholdings as may be required by law (said amount, together with any changes thereto as maybe determined from time to time by the Board of Directors of the Company in its sole discretion,being hereinafter referred to as “Base Salary”).
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     5.2. During the Term, Employee shall be eligible to receive an annual discretionary incentivebonus payment under the Company’s annual bonus program as in effect from time to time, upon theattainment of one or more pre-established performance goals established by the Board of Directors(or a committee thereof). The current target bonus for Employee is [$                    ] (the “TargetBonus”).     5.3. Nothing herein shall prevent or preclude the Board of Directors of the Company or theapplicable committee of the Board of Directors, in its sole discretion, and from time to time, fromawarding or granting Employee (i) options to acquire shares of stock in the Company, (ii) shares ofstock in the Company or (iii) any other incentive or stock related awards in addition to BaseSalary or Target Bonus. In exercising its discretion with respect to whether a bonus should beawarded and the amount thereof, the Board or the applicable Committee may consider, among otherfactors, the contribution of Employee (x) to the growth in revenues, cash flow and subscribers ofthe Company and those Subsidiaries to or for which Employee renders service, (y) in connection withacquisitions and financings, and (z) to the operations of the Company and its various Subsidiariesas an entity.     5.4. During the Term, Employee will be eligible to participate, subject to the eligibilityrequirements and other terms and conditions of the applicable Company plans as in effect from timeto time, in the Company’s health, disability and other benefit plans generally available to theCompany’s senior officers from time to time and as then in effect.Article VI. Reimbursement for Business Expenses; Fringe Benefits     6.1. The Company agrees that all reasonable expenses actually incurred by Employee inaccordance with Company policy in the discharge and fulfillment of Employee’s duties for theCompany, as set forth in Article II, will be reimbursed or paid by the Company upon writtensubstantiation therefor signed by Employee, itemizing said expenses and containing all applicablevouchers or other substantiation consistent with Company policy in effect from time to time.     6.2. The Company agrees that it will cause Employee to be insured under such group life,medical, disability and insurance that the Company may maintain and keep in force from time to timeduring the Term for the benefit of all the Company’s employees, subject to the terms, provisionsand conditions of such insurance and the agreements with underwriters relating to same. It isunderstood and agreed that in its discretion the Company from time to time may terminate or modifyany or all of such benefits without obligation or liability to Employee.Article VII. Exclusivity; Non Solicitation; Non Competition; Disparaging Remarks. Inexchange for the consideration to be received by Employee hereunder and in light of the high-levelposition that Employee will occupy within the Company, Employee agrees as follows:     7.1. During the Term, Employee agrees to devote his full business time and attention and hisbest energies and abilities to the business and activities of the Company, including anySubsidiaries. During the Term, Employee shall not have an interest in, or perform services for,any other business or entity of any kind or nature, other than services of a nominal nature that donot interfere with Employee’s responsibilities to the Company; provided, however, that nothing
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herein shall prevent Employee from (i) investing in other businesses which are not competitivein any manner with the business then being conducted by the Company or any of its Subsidiaries, or(ii) investing in (but not rendering services to) other businesses which are competitive in anymanner with the business then being conducted by the Company or any of its Subsidiaries, providedin the latter instance, that (x) the shares of such business are listed and traded over either anational securities exchange or in the over-the-counter market, and (y) the stock interest orpotential stock interest (based on grants, options, warrants or other arrangements or agreementsthen in existence) in any such business which is so traded (together with any and all interest,actual and potential, of all members of Employee’s immediate family) is not a controlling orsubstantial interest and specifically does not exceed one percent of the issued and outstandingshares or a one percentage interest of or in such business. Employee may serve as a trustee,director, officer or other involvement of a non-profit or similar organization so long as it doesnot interfere with his or her responsibilities to the Company.     7.2. During the Term, and the one year period following the end of the Term for any reasonwhatsoever (the “Restricted Period”), Employee will not directly or indirectly, and willnot assist directly or indirectly any other person to (A) hire or engage in any capacity anyemployee of the Company or any of its Subsidiaries (or any person who was an employee of theCompany or any of its affiliates within twelve (12) months of the date such hiring or engagementoccurs) or solicit or seek to persuade any employee of the Company or any of its Subsidiaries todiscontinue such employment, or (B) solicit or encourage any independent contractor providingservices to the Company or any of its Subsidiaries to terminate or diminish its relationship withthem.     7.3. During the Restricted Period, Employee agrees that Employee will not, directly orindirectly (whether for compensation or without compensation), own, manage, operate, control,participate in, consult with, render services for or in any manner engage in any business in theTerritory (as defined below) that is engaged in any business then being conducted by the Company orany of its Subsidiaries during the Term. For purposes of this covenant, the term“Territory” means all geographic areas in which the Company or any of its Subsidiaries haveoperated during the Term.     7.4. Upon the receipt of reasonable notice from the Company (including outside counsel),Employee agrees that while employed by the Company and thereafter, Employee will respond andprovide information with regard to matters in which Employee has knowledge as a result ofEmployee’s employment with the Company, and will provide reasonable assistance to the Company, itsaffiliates and their respective representatives in defense of any claims that may be made againstthe Company or its affiliates, and will assist the Company and its affiliates in the prosecution ofany claims that may be made by the Company or its affiliates, to the extent that such claims mayrelate to the period of Employee’s employment with the Company. Employee agrees to promptly informthe Company if Employee becomes aware of any lawsuits involving such claims that may be filed orthreatened against the Company or its affiliates. Employee also agrees to promptly inform theCompany (to the extent that Employee is legally permitted to do so) if Employee is asked to assistin any investigation of the Company or its affiliates (or their actions), regardless of whether alawsuit or other proceeding has then been filed against the Company or its affiliates with respectto such investigation, and shall not do so unless legally required. Upon presentation ofappropriate documentation, the Company shall pay or reimburse
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Employee in accordance with the Company’s policy in effect from time to time for allreasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Employee incomplying with this Section 7.4.     7.5. During the Restricted Period, Employee will not directly or indirectly induce orencourage any customer or Supplier to limit or reduce its business with the Company or any of itsSubsidiaries. For purposes of this Section 7.5, the term “Supplier” means anyperson, including vendors and licensors, from which the Company received any product for resale ordistribution or any resale or distribution service or, to Employee’s knowledge, contemplatedreceiving any such product or service, during the twelve (12)-month period prior to the date ofEmployee’s termination.     7.6. During the Term and thereafter, Employee agrees not to make any public statement that isintended to or could reasonably be expected to disparage the Company or its affiliates or any oftheir products, services, shareholders, directors, officers or employees.Article VIII. Uniqueness     8.1. In signing this Agreement, Employee gives the Company assurance that Employee hascarefully read and considered all the terms and conditions of Article VII, ArticleIX, and/or Article X. Employee agrees that these restraints are necessary for thereasonable and proper protection of the Company and its affiliates and their trade secrets andConfidential Information and that each and every one of the restraints is reasonable in respect tosubject matter, length of time and geographic area, and that these restraints, individually or inthe aggregate, will not prevent Employee from obtaining other suitable employment during the periodin which Employee is bound by the restraints. Employee acknowledges that each of these covenantshas a unique, very substantial and immeasurable value to the Company and its affiliates, thatEmployee has sufficient assets and skills to provide a livelihood while such covenants remain inforce and that, as a result of the foregoing, in the event that Employee breaches such covenants,monetary damages would be an insufficient remedy for the Company and equitable enforcement of thecovenant would be proper. Employee therefore agrees that the Company, in addition to any otherremedies available to it, will be entitled to preliminary and permanent injunctive relief againstany breach by Employee of any of those covenants, without the necessity of showing actual monetarydamages or the posting of a bond or other security. Employee and the Company further agree that,in the event that any provision of Article VII, Article IX, and/or ArticleX is determined by any court of competent jurisdiction to be unenforceable, that provision willbe deemed to be modified to permit its enforcement to the maximum extent permitted by law.Employee further covenants that Employee will not challenge the reasonableness or enforceability ofany of the covenants set forth in Article VII, Article IX, and/or ArticleX. It is also agreed that each of the Company’s affiliates will have the right to enforce allof Employee’s obligations to that affiliate under this Article VII, Article IX,and/or Article X. The provisions of Article VII, Article IX, and/orArticle X shall survive the termination, for any reason, of this Agreement or Employee’semployment, unless the Change in Control Agreement governs as provided in Section 4.3.Article IX. Confidential Information; Return of Company Documents and Property
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     9.1. Employee acknowledges that Employee’s employment hereunder will necessarily involveEmployee’s understanding of and access to certain trade secrets and confidential informationpertaining to the businesses and activities of the Company and its Subsidiaries. Employee shallhold in a fiduciary capacity for the benefit of the Company all secret or confidential information,knowledge or data relating to the Company or any of its affiliated companies, and their respectivebusinesses, which shall have been obtained by Employee during Employee’s employment by the Companyor any of its affiliated companies and which shall not be or become public knowledge (other than byacts by Employee or representatives of Employee in violation of this Agreement) (collectively“Confidential Information”). After termination of Employee’s employment with the Company,Employee shall not, without the prior written consent of the Company or as may otherwise berequired by law or legal process, communicate or divulge any Confidential Information to anyoneother than the Company and those designated by it. In the event that Employee is at any timerequired to disclose any Confidential Information to comply with legal process, Employee shallprovide reasonable advance notice of such legal process to the General Counsel of the Company priorto disclosure of any Confidential Information and Employee agrees not to challenge the Company’sstanding or ability to seek an order of protection or otherwise seek to prevent or limit disclosurepursuant to such legal process consistent with applicable law;     9.2. Upon termination of Employee’s employment with the Company whether by reason of thetermination or expiration of this Agreement, Employee shall return to the Company (i) all documentswithin Employee’s possession, custody, or control relating to the business and affairs of theCompany, or its products or customers; and (ii) all other Company property within Employee’spossession, custody, or control including, but not limited to, credit cards issued to Employee bythe Company, office keys or card keys, office passes or badges, office equipment, supplies,facsimile machines, copiers, computers and peripheral equipment, answering machines, or any otherproperty or equipment furnished to Employee or paid for by the Company. Employee hereby authorizesthe Company to withhold payment to the fullest extent permitted by law of any amount payable by theCompany to Employee unless Employee shall have returned all documents and property in accordancewith this Section within 45 days of Employee’s termination of employment.Article X. Trade Secrets and Intellectual Property     10.1. Employee hereby agrees that all inventions (whether or not patentable or reduced topractice), patents, innovations, improvements, developments, works of authorship, copyrights,materials, documents and all other intellectual property and work product (including, withoutlimitation, software, code, databases, systems, applications, methods, designs, analyses, drawings,reports, presentations, research, textual works, content, artwork, graphics or audiovisualmaterials) that relate to the Company or any of its Subsidiaries’ actual or anticipated business,research and development or existing or future products or services and that are authored,conceived, invented, designed, developed, made, or otherwise created, or contributed to, byEmployee while employed by the Company or its Subsidiary (as applicable) (whether before or afterthe date hereof) (collectively, “Work Product”) belong to and are the property of theCompany and its Subsidiaries, and hereby irrevocably assigns, transfers and conveys, to the extentpermitted by applicable law, all right, title and interest in and to all Work Product (including,without limitation, all intellectual property rights therein and thereto on a worldwide
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basis) (including, without limitation, rights under patent, copyright, trademark, tradesecret, unfair competition and related laws) to the Company (to the extent all right, title andinterest does not automatically under applicable law vest originally in the Company or one of itsSubsidiaries, as applicable), and waives any moral rights therein to the fullest extent permittedunder applicable law. Employee will promptly disclose such Work Product to the Company and executesuch documents and perform all other actions as may be reasonably requested by the Company (whetherduring or after Employee’s employment with the Company or its Subsidiary (as applicable)) toestablish and confirm the Company or its Subsidiary’s ownership of such Work Product (including,without limitation, assignments, consents, powers of attorney and other instruments) and to assistthe Company and its Subsidiaries in validating, effectuating, maintaining, protecting, enforcing,perfecting, recording, patenting or registering any of its rights hereunder.     10.2. If required by any applicable law in the United States, the requirements set forth inArticle 10.1 of this Agreement shall not apply to an invention that Employee developsentirely on Employee’s own time without using the Company’s equipment, supplies, facilities, ortrade secret information except for those inventions that either: (i) relate at the time ofconception or reduction to practice of the invention to the Company’s or any of its Subsidiaries’business, or actual or demonstrably anticipated research or development of the Company or any ofits Subsidiaries; or (ii) result from any work performed by Employee for the Company or any of itsSubsidiaries.Article XI. Death; Permanent Incapacity     11.1. The death of Employee shall result in the immediate termination of this Agreement.     11.2. In the event Employee suffers a physical or mental illness or disability which preventsEmployee from performing Employee’s services hereunder, and in the event such illness or disabilitycontinues for longer than 90 consecutive days or 120 days in any 12-month period, Employee shall bedeemed to have suffered a “Disability”, in which event the Company shall have the right toterminate this Agreement upon not less than fifteen (15) days’ notice to Employee, and thisAgreement shall terminate on the date set forth therefor in said notice. Any dispute as toEmployee’s Disability shall be resolved by an independent physician selected by the Company andreasonably acceptable to Employee, whose determination shall be final and binding upon bothEmployee and the Company.     11.3. Notwithstanding anything to the contrary expressed or implied in this Agreement, exceptas required by applicable law, the Company (and its affiliates and Subsidiaries) shall not beobligated to make any payments to Employee or on Employee’s behalf of whatever kind or nature byreason of Employee’s cessation of employment as described in Sections 11.1 and 11.2 above otherthan (i) such amounts, if any, of Employee’s Base Salary as shall have accrued and remained unpaidas of the date of said cessation (which amounts shall be paid to Employee no later than March 15 ofthe year following the year in which such cessation of employment occurs) and (ii) a pro rataportion of any incentive target bonus payable with respect to the fiscal year during which suchcessation of employment occurred if Employee’s relevant performance targets for such fiscal yearare achieved (such pro rata bonus to be payable within sixty (60) days
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after the end of such fiscal year) and (iii) such other amounts, if any, which may be thenotherwise payable to Employee pursuant to the terms of the Company’s benefits plans or pursuant toSection 6.1 above.
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Article XII. Termination     12.1. Termination for Cause. In addition to termination pursuant to Article XI,Employee’s employment hereunder may be terminated by the Company with or without “Cause.”“Cause” for purposes of this Agreement shall mean the following:          (a) The repeated or illegal use of alcohol or drugs materially affecting Employee’sperformance,          (b) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude,          (c) failure to comply within a period of ten (10) business days with a reasonable directive ofthe Employee’s direct supervisor and/or the Chief Executive Officer [Board of Directors] of theCompany, relating to Employee’s duties or Employee’s performance and consistent with Employee’sposition, after written notice that such failure will be deemed to be “cause,” to the extent suchfailure can be cured within ten (10) business days and if not so curable, fails to commence curingduring said ten-day period and diligently pursue the curing of same until cured,          (d) gross neglect or gross misconduct of Employee in carrying out Employee’s duties under thisAgreement, resulting, in either case, in material economic harm to the Company, unless Employeebelieved in good faith that such act or non-act was in the best interests of the Company,          (e) theft, embezzlement, fraudulent conduct or misappropriation of corporate assets orcorporate opportunity,          (f) acts of dishonesty or breach of fiduciary obligation to the Company or material violationof any Company rule, regulation, procedure or policy          (g) a failure by Employee to cooperate in any investigation or audit regarding the accountingpractices, financial statements, or business practices of the Company or any of its affiliates, and          (h) a material breach of any of the restrictive covenants provided in Article VII,Article IX, and/or Article X.     12.2. Termination for Good Reason. Employee may terminate Employee’s employment for “GoodReason.” “Good Reason” for termination by Employee of Employee’s employment shall meanthe occurrence (without Employee’s express written consent which specifically references thisAgreement), of any one of the following acts by the Company, or failures by the Company to act,unless such act or failure to act is corrected within the 30-day cure period referred to below:
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          (a) the assignment to Employee of any duties significantly inconsistent with Employee’s statusas a senior officer of the Company;          (b) a reduction by the Company in Employee’s annual base salary as in effect on the datehereof or as the same may be increased from time to time; [or (a) the Company shall have materiallydiminished the Employee’s duties, responsibility or authority without his consent; (b) theEmployee’s title shall have been changed without his consent;]          (c) the relocation of Employee’s principal place of employment to a location more than 25miles from Employee’s principal place of employment as of the date hereof or the Company’srequiring Employee to be based anywhere other than such principal place of employment (or permittedrelocation thereof);          (d) the failure by the Company to pay to Employee any portion of Employee’s currentcompensation within seven (7) days of the date such compensation is due; or          (e) the Company provides a Notice of Non-Renewal.Notwithstanding the foregoing, an event shall not constitute Good Reason hereunder unless itresults in a material negative change to Employee in his relationship with the Company, such as theduties to be performed, the conditions under which such duties are to be performed, or thecompensation to be received for performing such duties (all as determined under Section 409A of theCode). To terminate for Good Reason, Employee must give written notice within 60 days of theoccurrence of the event purportedly constituting Good Reason and, to the extent applicable, theCompany shall have 30 days to cure such event. In any event, Employee must terminate employmentwithin the later of 90 days of the occurrence of the event constituting Good Reason or 30 daysafter the expiration of any applicable cure period.     12.3. In the event that (i) the Company Employee’s employment other than for (A) “Cause,” (B)Employee’s death; or (C) Employee’s Disability, or (ii) Employee terminates Employee’s employmentfor “Good Reason,” the Company shall pay or provide Employee the following benefits, provided that;Employee executes and delivers a general release of claims in favor of the Company and itsemployees and affiliates, in the form attached hereto as Annex A (the “Release”), withinforty-five (45) days of Employee’s termination, and any applicable revocation period with respectto such Release shall be required to have expired without the Employee having revoked such Release:          (a) continue to pay Employee’s annual Base Salary for twelve months; provided that thefirst payment shall be made on the fifth (5th) day following the date on which theRelease becomes irrevocable and shall include payment of any amounts that would otherwise be dueprior thereto; provided further that all such shall be paid to Employee in full no laterthan March 15 of the year following the year in which Employee’s termination occurs;          (b) pay to Employee an amount equal to the product of (1) Employee’s bonus that would havebeen earned for the current bonus period that includes Employee’s termination if Employee had notterminated employment, based on the degree to which any applicable performance targets areachieved, and (2) a fraction, the numerator of which is the number of days in the current bonusperiod during which Employee was employed by the Company and the
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denominator of which is the total number of days in such current bonus period, such pro ratabonus to be paid at the time bonuses are paid to employees of the Company generally, but in anyevent within sixty (60) days after the end of the applicable fiscal year;          (c) continue to provide Employee with medical and health insurance coverage at levels andcosts comparable to those in effect prior to such termination for a period from the date of suchtermination to the earlier to occur of (x) the date which is twelve months after such terminationand (y) the date upon which Employee is actually receiving similar benefits through Employee’semployment with another employer.     12.4. Section 409A. Notwithstanding the timing of the payments pursuant to thisArticle XII, to the extent required to avoid application of any penalty tax imposed underSection 409A of the Code with respect to any payment required to be made hereunder during the sixmonths period following Employee’s “separation of service,” as such term is defined for purposes ofCode Section 409A, (i) the payment will not be made to Employee and (ii) the payment will be paidto Employee on the earlier of the six-month anniversary of Date of Termination or Employee’s deathor disability (within the meaning of Section 409A of the Code). Similarly, to the extent Employeewould otherwise be entitled to any benefit (other than a cash payment) during the six monthsbeginning on the Date of Termination that would be subject to the additional tax under Section 409Aof the Code, the benefit will be delayed and will begin being provided on the earlier of thesix-month anniversary of the Date of Termination or Employee’s death or disability (within themeaning of Section 409A of the Code). Notwithstanding anything contained herein to the contrary,to the extent required in order to avoid accelerated taxation and/or tax penalties under Section409A of the Code, Employee shall not be considered to have terminated employment for purposes ofthis Agreement and no payments shall be due to Employee under this Agreement which are payable uponEmployee’s termination of employment until Employee would be considered to have incurred a“separation from service” within the meaning of Section 409A of the Code. It is the intention ofthe parties that the payments and benefits to which Employee could become entitled in connectionwith termination of employment under this Agreement comply with Section 409A of the Code. In theevent that the parties determine that any such benefit or right does not so comply, they willnegotiate reasonably and in good faith to amend the terms of this Agreement such that it complies(in a manner that attempts to minimize the economic impact of such amendment on Employee and theCompany and its affiliates). With respect to expenses eligible for reimbursement under the termsof this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable yearshall not affect the expenses eligible for reimbursement in another taxable year and (ii) anyreimbursements of such expenses shall be made no later than the end of the calendar year followingthe calendar year in which the related expenses were incurred, except, in each case, to the extentthat the right to reimbursement does not provide for a “deferral of compensation” within themeaning of Section 409A of the Code.Article XIII. Vacation     13.1. Employee shall be entitled to a vacation of 4 weeks duration in the aggregate duringeach year of the Term at times reasonably agreeable to both Employee and the Company, it beingunderstood that any portion of such vacation not taken in such year shall not be available to betaken during any other year.
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Article XIV. Insurance     14.1. In addition to insurance referenced in Section 6.2, Employee agrees that theCompany or any Subsidiary may apply for and secure and/or own and/or be the beneficiary ofinsurance on Employee’s life or disability insurance (in each instance in amounts determined by theCompany), and Employee agrees to cooperate fully in the applying and securing of same, includingthe submission to various physical and other examinations and the answering of questions andfurnishing of information as may be required by various insurance carriers. However, nothingcontained herein shall require the Company to obtain any such life or disability insurance.Article XV. Miscellaneous     15.1. The Company shall have the right to assign this Agreement and to delegate all duties andobligations hereunder to any successor, affiliated or parent company or to any person, firm orcorporation which acquires the Company or substantially all of its assets, or with or into whichthe Company may consolidate or merge. This Agreement shall be binding upon and inure to thebenefit of the permitted successors and assigns of the Company. Employee agrees that thisAgreement is personal to Employee and may not be assigned by Employee. Upon any termination orcessation of Employee’s employment with the Company, for any reason, Employee agrees immediately toresign, and any notice of termination or actual termination or cessation of employment shall actautomatically to effect such resignation, from any position on the Board of Directors of theCompany and on any board of directors or plan or administrative committee of the Company or anysubsidiary or affiliate of the Company. All payments to be made to and on behalf of Employee underthis Agreement will be subject to required withholding of federal, state and local income,employment and excise taxes, and to related reporting requirements.     15.2. This Agreement shall be governed by and construed in accordance with the laws of theState of Delaware without reference to principles of conflict of laws. The captions of thisAgreement are not part of the provisions hereof and shall have no force or effect. This Agreementmay not be amended or modified otherwise than by a written agreement executed by the parties heretoor their respective successors and legal representatives.     15.3. Except as may herein otherwise be provided, all notices, requests, demands and othercommunications hereunder shall be in writing and shall be deemed to have been duly given ifdelivered personally or if mailed, first class postage prepaid, registered or certified mail,return receipt requested, of if sent by telecopier or overnight express delivery service, (a) toEmployee at Employee’s address set forth on the facing page hereof or at such other address asEmployee may have notified the Company sent by registered or certified mail, return receiptrequested, or by telecopier or overnight express delivery service, or (b) if to the Company, at itsaddress set forth on the facing page hereof, Attention: Chief Executive Officer, or at such otheraddress as the Company may have notified Employee in writing sent by registered or certified mail,return receipt requested, or by telecopier or overnight express delivery service. Notice shall bedeemed given (i) upon personal delivery, or (ii) on the second business day immediately succeedingthe posting of same, prepaid, in the U.S. mail, (iii) on the date sent by telecopy if the addresseehas compatible receiving equipment and provided the transmittal is made on a business day during
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the hours of 9:00 A.M. to 6:00 P.M. of the receiving party and if sent on other times, on theimmediately succeeding business day, or (iv) on the first business day immediately succeedingdelivery to the express overnight carrier for the next business day delivery.     15.4. This Agreement may be executed simultaneously in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and the sameinstrument. Each party shall deliver such further instruments and take such further action as maybe reasonably requested by the other in order to carry out the provisions and purposes of thisAgreement. This Agreement together with the Change in Control Agreement represents the entireunderstanding of the parties with reference to the transaction set forth herein, supercedes anyprior agreement or understanding between the parties with respect to the employment of Employee bythe Company and the rights and obligations of Employee and the Company relating thereto, andneither this Agreement nor any provision thereof may be modified, discharged or terminated exceptby an agreement in writing signed by the party against whom the enforcement of any waiver, change,discharge or termination is sought. Any waiver by either party of a breach of any provision ofthis Agreement must be in writing and no waiver of a particular breach shall operate as or beconstrued as a waiver of any subsequent breach thereof. If any covenant in this Agreement should bedeemed to be invalid, illegal or unenforceable because its scope is considered excessive or for anysimilar reason, such covenant shall be modified so that the scope of the covenant is reduced onlyto the minimum extent necessary to render the modified covenant valid, legal or enforceable.     15.5. “Subsidiaries” or “Subsidiary” shall include and mean any corporation,partnership or other entity 50% or more of the then issued and outstanding voting stock is owneddirectly or indirectly by the Company in the instance of a corporation, and 50% or more of theinterest in capital or in profits is owned directly or indirectly by the Company in the instance ofa partnership and/or other entity, or any corporation, partnership, venture or other entity, thebusiness of which is managed by the Company or any of its Subsidiaries.     15.6. Subject to Section 8.1, Employee and the Company agree that any claim or dispute thatmay arise between them relating to this Agreement or the termination of Employee’s employment withthe Company (including any claim of constructive termination) shall be determined exclusively byfinal and binding arbitration. The arbitration proceeding will be conducted at a place selected bythe Company and before a single arbitrator under the National Rules for the Resolution ofEmployment Disputes of the American Arbitration Association. The demand for arbitration must besubmitted within one year of the date that Employee is advised of Employee’s termination or thedate that Employee advises Company of Employee’s decision to resign from employment; provided,however, that no demand for arbitration may be made until thirty (30) days after a written notice,stating with particularity the nature of the claim or dispute, has first been forwarded bycertified mail to the opposing party. The arbitration proceeding shall be private and allinformation disclosed in the course of the arbitration, as well as the arbitration award, shall betreated as confidential by the parties. The award of the arbitrator shall be final and bindingupon Employee and the Company and judgment upon the award rendered may be entered in any courthaving jurisdiction. Each of the parties hereto expressly waives any right to trial by jury. Thecosts of the arbitrator will be borne equally by the parties, except that each party will pay itsown attorney’s fees and costs.
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     The claims or disputes that are subject to this arbitration provision include, but are notlimited to, any claim of discriminatory discharge, retaliatory discharge or wrongful dischargeunder any state, federal or foreign statute, breach of contract, lost wages, emotional distress,claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the AgeDiscrimination in Employment Act, as amended, the Americans with Disabilities Act, the EmployeeRetirement Income Security of 1974, as amended, the Family and Medical Leave Act, the Equal Pay Actof 1963, claims of unjustified dismissal (Law 80 of May 30, 1976), discrimination on account ofsex, religion, race, age, political ideas, social condition or origin, national origin, disabilityor any other reason, any common law claims, including, but not limited to, claims for wrongfuldischarge, public policy claims, claims for breach of an express or implied contract, claims forbreach of an implied covenant of good faith and fair dealing, intentional and/or negligentinfliction of emotional distress, defamation or damage to name or reputation, invasion of privacy,and tortious interference with contract or prospective economic advantage. By agreeing to submitthese claims to arbitration, Employee is giving up any right to a jury trial or court trial withregard to these claims or disputes.     Nothing in this section concerning arbitration shall prevent the Company from seekingequitable remedies in court for purposes of enforcing the performance of, or enjoining the breachof, any provisions of Article VII, Article IX, or Article X. For thislimited purpose, Employee hereby agrees to submit to personal jurisdiction in any court in thestate in which Employee was last employed by Company.
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     **IN WITNESS WHEREOF**, the parties hereto have executed and have caused this Agreement to beexecuted as of the day and year first above written.**CENTENNIAL COMMUNICATIONS CORP.**     By:    Name:    Title:    **[EMPLOYEE]**     By:    Name:    Title:    Address:    
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