Employment agreement for Shawkat Raslan



 EXHIBIT 10 (eeee) 
  
 EMPLOYMENT AGREEMENT 
  

AGREEMENT made the 30th day of March, 2004, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and
Shawkat Raslan (the “Employee”). 
  
 W I
T N E S S E T H 
  
 WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to serve in the employ of the Company, upon the terms and conditions hereinafter set forth. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows: 
  
 1. Employment, Term. The Company hereby employs the Employee on the terms hereinafter set forth for a period of two (2) years from the date first
above written, unless sooner terminated in accordance with this Employment Agreement (“Agreement”). 
  
 2. Position, Duties. The Employee shall serve the Company (and each of the Company’s wholly owned subsidiaries) as President and Chief
Executive Officer. The Employee shall perform his duties and responsibilities hereunder faithfully and diligently. The Employee shall devote his full time and attention to the performance of his duties and responsibilities hereunder. The Employee
hereby represents that he is not bound by any confidentiality agreements or restrictive covenants which restrict or may restrict his ability to perform his duties hereunder, and agrees that he will not enter into any such agreements or covenants
during the term of his employment hereunder, except such restrictive covenants or confidentiality agreements which are required by the Company. 
  
 3. Compensation. 
  
 3.1 Base Salary. During the term of this Agreement, in consideration of the performance by the Employee of the services set forth in Section 2 and
his observance of the other covenants set forth herein, the Company shall pay the Employee, and the Employee shall accept, a base salary at the rate of $150,000 per annum (increasing to $175,000 per annum effective July 1, 2004), payable in
accordance with the standard payroll practices of the Company. In addition to the base salary payable hereunder, the Employee may be entitled to receive merit increases in salary during the term hereof in such amount and at such times as shall be
reasonably determined by the Compensation Committee of the Board of Directors of the Company, in its discretion. In no event shall the failure to grant any such increase (or the amount of any such increase) give rise to a claim by the Employee under
this Agreement. 
  
 3.2. Bonus. The Employee shall be
eligible to receive an annual bonus of up to fifty percent (50%) of his base salary based on achievement of quantitative and qualitative goals as established by the Compensation Committee of the Board of Directors of the Company, in its sole
discretion. Any bonus awarded hereunder shall be paid contemporaneously with other discretionary bonuses paid to officers of the Company. 
  

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 4. Expense Reimbursement. During the term of the Employee’s employment by the Company
pursuant to this Agreement, consistent with the Company’s policies and procedures as may be in effect from time to time, the Company shall reimburse the Employee for all reasonable and necessary out-of-pocket expenses incurred by him in
connection with the performance of his duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company’s policies. 
  
 5. Other Benefits. During the term of the Employee’s employment by the Company pursuant to this Agreement, the Employee shall be entitled to
receive three (3) weeks paid vacation time per annum and such other benefits (including without limitation customary medical, dental, vision, short term disability, long term disability and life insurance) as are from time to time made available to
other officers of the Company, on the same terms as are available to such other officers, it being understood that the Employee shall be required to make the same contributions and payments in order to receive any of such benefits as may be required
of such other officers. The Employee shall also receive an automobile allowance of $800.00 per month. 
  
 6. Termination of Employment. 
  
 6.1 Death. In the event of the death of the Employee during the term of this Agreement, the Company shall pay to the estate or other legal
representative of the Employee (i) the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the Employee’s date of death and not theretofore paid, and the estate or other legal representative of the Employee shall
have no further rights under this Agreement. 
  
 6.2
Disability. If the Employee shall become incapacitated by reason of sickness accident or other physical or mental disability and shall for a period of thirty (30) consecutive calendar days be unable to perform his normal duties hereunder,
with or without reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company upon five (5) days prior written notice to the Employee. Promptly after such termination, the Company shall pay to the Employee the
salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except
as provided in Sections 7, 8, 9, and 10. 
  
 6.3 Other
Termination. The employment of the Employee hereunder may be terminated by the Company or the Employee at any time during the term of this Agreement after thirty (30) days written notice of termination. Promptly after such termination, the
Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid, all expense reimbursements under Section 4 accrued to the date of such
termination and not theretofore paid, and all benefits under Section 5 accrued to the date of such termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except
as provided in Sections 7, 8, 9, and 10. 
  

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 6.4 Rights to Benefits. Except as otherwise set forth herein, upon termination of employment under
any provision contained in this Section 6, rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and
provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9, and 10. 
  
 7. Confidential Information. 
  
 7.1 (a) The Employee shall, during the Employee’s employment with the
Company and at all times thereafter, treat all confidential material (as hereinafter defined) of the Company or any of the Company’s subsidiaries, affiliates or parent entities (the Company and the Company’s subsidiaries, affiliates and
parent entities being hereinafter collectively referred to as the “Company Group”) confidentially. The Employee shall not, without the prior written consent of the Board of Directors of the Company, disclose such confidential material,
directly or indirectly, to any party, who at the time of such disclosure is not an employee or agent of any member of the Company Group, or remove from the Company’s premises any notes or records relating thereto, copies or facsimiles thereof
(whether made by electronic, electrical, magnetic, optical, laser, acoustic or other means), or any other property of any member of the Company Group. The Employee agrees that all confidential material, together with all notes and records of the
Employee relating thereto, and all copies or facsimiles thereof in possession of the Employee (whether made by the foregoing or other means) are the exclusive property of the Company. 
  
 (b) For the purposes hereof, the term “confidential material” shall mean all information in any way concerning
the activities, business or affairs of any member of the Company Group or any of the customers of any member of the Company Group, including, without limitation, information concerning trade secrets, together with all sales and financial information
concerning any member of the Company Group and any and all information concerning projects in research and development or marketing plans for any products or projects of the Company Group, and all information concerning the practices and customers
of any member of the Company Group; provided however, that the term “confidential material” shall not include information which becomes generally available to the public other than as a result of a disclosure by the Employee. 

 
 7.2 Promptly upon the request of the Company, the Employee shall deliver
to the Company all confidential material relating to any member of the Company Group in the possession of the Employee without retaining a copy thereof (provided, however, that the Employee shall be entitled to retain a list of such confidential
material so long as the form of such list is reasonably acceptable to the Company), unless, in the written opinion of counsel for the Company delivered to the Employee, either returning such confidential material or failing to retain a copy thereof
would violate any applicable Federal, state, local or foreign law, in which event such confidential material shall be returned without retaining any copies thereof as soon as practicable after such counsel advises in writing to the Employee that the
same may be lawfully done. 
  

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 7.3 In the event that the Employee is required, by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar process, to disclose any confidential material relating to any member of the Company Group, the Employee shall provide the Company with prompt notice thereof so that the
Company may seek an appropriate protective order and/or waive compliance by the Employee with the provisions hereof. 
  
 8. Non-Competition. 
  
 8.1 The Employee acknowledges that the services to be rendered by him to the Company are of a special and unique character. The Employee agrees that, in
consideration of his employment hereunder, the Employee will not, directly or indirectly, (a) so long as he is employed pursuant to this Agreement and for two years thereafter, (w) engage, whether as principal, agent, investor, distributor,
representative, stockholder, employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, which is competitive with the business of the Company or any other members of the Company Group, (x) solicit or
entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such member of the Company Group, on the Employee’s
own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person’s contract of employment by reason of leaving the service of such member of the Company Group, (y) solicit
or entice or endeavor to solicit or entice away any of the clients or customers or potential customers of any member of the Company Group, either on the Employees own account or for any other person firm, corporation or organization, or (z) employ
any person who was or is at the time of the solicitation, a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the
business of any member of the Company Group, or (b) at any time make any statement intended to disparage or impair the business reputation of any member of the Company Group. 
  
 8.2 The Employee and the Company agree that if, in any proceeding, the court or authority shall refuse to enforce the
covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum
extent permitted by law. 
  
 8.3 The Employee expressly
acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of the Company Group, as well as the proprietary
and other legitimate business interests of the members of the Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given
by the Employee to the Company in exchange for the salary and benefits provided for in this Agreement, and are a material reason for such payment. 
  

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 9. Intellectual Property. 
  
 9.1 Any and all intellectual property, inventions or software made, developed or created by the Employee (a) during the term
of this Agreement or (b) within a period of one year after the termination of the Employee’s employment with the Company or any other member or the Company Group, which reasonably relate to the business conducted by the Company during the term
of the Employee’s employment by the Company (each, an “invention”), whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular working hours of work or
otherwise, shall be promptly and fully disclosed by the Employee to the Board of Directors of the Company and shall be the Company’s exclusive property as against the Employee, and the Employee shall promptly deliver to the Board of Directors
all papers, drawings, models, data and other material relating to any Invention made, developed or created by him as aforesaid. In addition, the Employee covenants and agrees to disclose to the Board of Directors any Invention developed or created
by the Employee during the term of this Agreement which reasonably relates to the business conducted by the Company during the term of the Employee’s employment by the Company. 
  
 9.2 The Employee hereby expressly acknowledges and agrees that an Invention developed or created by the Employee during the
term of this Agreement which reasonably relates to the business of the Company or any other member of the Company Group or which reasonably relates to the business conducted by the Company during the Employee’s employment by the Company shall
be considered “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. § 101). Each such Invention as well as all copies of such Invention in whatever medium fixed or embodied, shall be owned
exclusively by the Company as of the date of creation. 
  
 9.3 The
Employee shall, upon the Company’s request and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to
such Invention as are to be in the Company’s exclusive property as against the Employee under this Section 9 or to vest in the Company title to such inventions as against the Employee, the expense of securing any such patent or copyright, to be
borne by the Company. In addition, the Employee agrees not to file any patent, copyright or trademark application related to such Invention. 
  
 10. Equitable Relief. In the event of a breach or threatened breach by the Employee of any of the provisions of Sections 7, 8, or 9 of this
Agreement, the Employee hereby consents and agrees that the Company shall be entitled to pre-judgment injunctive relief or similar equitable relief restraining the Employee from committing or continuing any such breach or threatened breach or
granting specific performance of any act required to be performed by the Employee under any of such provisions, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of
posting a 
  

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 bond or other security. The parties hereto hereby consent to the jurisdiction of the federal courts located in the
Southern District of Florida and the state courts located in such District for any proceedings under this Section 10. Nothing herein shall be constructed as prohibiting the Company from pursuing any other remedies at law or in equity which it may
have. 
  
 11. Successors and Assigns. 
  
 11.1 Assignment by the Company. The Company may assign this Agreement
to any member of the Company Group or Successor to the Company, and the Employee hereby consents to such assignment. 
  
 11.2 Assignment by the Employee. The Employee may not assign this Agreement or any part hereof. 
  
 12. Governing Law. This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely within such State. 
  
 13. Entire Agreement. This Agreement contains all the understandings and representations between the parties hereto
pertaining to the subject matter hereof and supersedes, in their entirety, all undertakings and agreements, whether oral or in writing, if there by any, previously entered into by them with respect to employment, severance, and any and all other
matters set forth or reasonably contemplated herein; provided, however, that Section 8 shall not serve as a limitation of the terms of any other non-competition agreement between the Employee and any member of the Company Group. 
  
 14. Modification and Amendment; Waiver. The provisions of the
Agreement may be modified, amended or waived, but only upon the written consent of the party against whom enforcement of such modification, amendment or waiver shall be effective only to the extent set forth in such writing. No delay or failure on
the part of any party hereto in exercising any right, power or remedy hereunder shall effect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such right, power,
or remedy preclude any further exercise thereof or of any other right, power or remedy. 
  
 15. Notices. Any notices, demands or other communication given in connection herewith shall be in writing and be deemed given (i) when personally delivered, (ii) sent by facsimile transmission to a number
provided in writing by the addressee and a confirmation of the transmission is received by the sender or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as FedEx, with directions to deliver within
three (3) days, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may designate in accordance herewith: 
  
 When the Company is the intended recipient: 
  
 Access Worldwide Communications, Inc. 
  

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 Attention: Chairman, Compensation Committee 
 4950 Communications Avenue 
 Suite 300

 Boca Raton, Florida 33431 
 Facsimile No.: 1-800-464-8599 
  
 When
the Employee is the intended recipient: 
  
 16.
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such
unenforceable provision of this Agreement in lieu of severing such unenforceable provision this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to
this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so
modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth
herein. 
  
 17. Survivorship. The respective rights and
obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 
  
 EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN: 
  

							
	For the Company	 	For the Employee
				
	By:	 	 /s/ Orhan Sadik-Khan

	 	By:	 	 /s/ Shawkat Raslan


	 	 	Chairman, Compensation Committee	 	 	 	Shawkat Raslan

  

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