Exhibit 10.87


EXECUTIVE EMPLOYMENT AGREEMENT


          This Executive Employment Agreement (the “Agreement”) is made as of September 21, 2010 by and between
Wave2Wave Communications, Inc., a Delaware corporation (the “Company”) and Aaron Dobrinsky (“Executive”). 


          1.
Duties and Scope of Employment.


                    (a)
Positions; Duties. During the
Employment Term (as defined in Section 2), the Company shall employ Executive
as the Chief Executive Officer of the Company and a member of the Board of
Directors (the “Board”). Executive shall report solely and directly to the
Board. 


                    (b)
Obligations. During the Employment
Term, Executive shall devote substantially all of his business efforts and time
to the Company. Executive agrees, during the Employment Term, not to actively
engage in any other employment, occupation or consulting activity for any
direct or indirect remuneration without the prior approval of the Board;
provided, however, that Executive may (i) serve in any capacity with any
professional, community, industry, civic, educational or charitable
organization, (ii) serve as a member of corporate boards of directors or as an
advisor to companies that Executive currently serves that do not compete with
the business of the Company and with the consent of the Board (which consent
shall not be unreasonably withheld or delayed), other corporate boards of
directors with the consent of the Board (which consent shall not be
unreasonably withheld or delayed), and (iii) manage his and his family’s
personal investments and legal affairs; provided,  however, that in each
instance, such activities do not materially interfere with the discharge of
Executive’s duties.  


          2. Employment Term. The Company hereby
agrees to employ Executive and Executive hereby accepts such employment ( the “Employment Term”), in accordance with the
terms and conditions set forth herein, commencing on the date hereof (the “Employment Commencement Date”) and will
continue until the second anniversary thereof (the “Initial Term”), provided
that on the second and subsequent anniversary of the Commencement Date, the
term of Executive’s employment hereunder will be automatically extended for an
additional period of one year (each a “Subsequent Term”) unless either Executive
or Company has given written notice to the other that such automatic extension
will not occur (a “Non-Renewal Notice”), which notice is given not less than
six months prior to the relevant anniversary of the Commencement Date. The
Initial Term and any Subsequent Term are referred to herein collectively as the
“Term.” 


          3. Compensation/Benefits. During the
Employment Term, the Company shall pay and provide to Executive the following: 


                    (a)
Cash Compensation. As compensation
for his services to the Company, Executive shall receive a base salary and
shall be eligible to receive additional variable compensation. During the
Employment Term, the Board or its Compensation Committee (the “Compensation Committee”) shall review Executive’s
Base Salary (as defined below) and Bonus (as defined below) then in effect at
least annually and may increase (but not decrease) such Base Salary and/or
Bonus as the Compensation Committee may approve. The Base Salary






shall be payable in accordance with the Company’s normal payroll
practices in effect from time to time, but in no event less frequently than
monthly and, in the case of Bonus, as soon as practical during the year
following the year with respect to which such Bonus is payable, but in no event
later than March 15 of such following year. No increase in Base Salary shall be
used to offset or otherwise reduce any obligations of the Company to Executive
hereunder or otherwise. 


	
  

 	
  

 
	
  

 	
                               (i)
 Annual Base Salary. As of the
 Employment Commencement Date, Executive’s annual Base Salary shall be five
 hundred twenty five thousand dollars ($525,000) (“Base Salary”); provided, however, that this
 amount shall be applied retroactively to Employment Commencement Date and in
 order to make Executive whole for any difference in salary paid to him
 between the Employment Commencement Date and the Closing Date (such period,
 the “Retroactivity Period”),
 Executive shall, on the Closing Date, receive a lump-sum payment in an amount
 equal to the difference between the amount he was actually paid during the
 Retroactivity Period and the amount he would have been paid during such
 period if he had been paid at the rate set forth in this Section 3(a).
 “Closing Date” shall be defined
 as the earlier of (a) an IPO of the Company’s Shares or (b) an infusion of
 equity or debt into the Company of a minimum of $20,000,000 or (c) March 31,
 2011. During the Retroactivity Period, Executive shall be paid a minimum
 annual base salary of three hundred and twenty five thousand dollars
 ($325,000). 

 
	
  

 	
  

 
	
  

 	
                               (ii)
 Discretionary Bonus. Executive
 shall also be eligible to earn annual variable compensation, the amount of
 which shall range from zero percent (0%) to one hundred percent (100%) of the
 Base Salary. The Bonus for any calendar year shall be awarded at the sole
 discretion of the Compensation Committee (or the Board in the absence of such
 committee) based upon the Company’s achievement of stated financial and
 strategic goals, as established by the Compensation Committee (or the Board
 in the absence of such committee). 

 
	
  

 	
  

 
	
  

 	
           (b) Equity Compensation. 

 
	
  

 	
  

 
	
  

 	
                               (i)
 Stock Ownership. The Company
 shall grant Executive five hundred thousand (500,000) shares of restricted
 common stock of Company (the “Restricted Shares”) under the Company’s 2009
 Employee and Director Equity Incentive Plan, as amended and in effect on the
 date of such grant (the “Stock Plan”),
 as will be more fully set forth in a restricted stock agreement subject to
 the Plan, twenty-five percent (25%) of such shares shall vest on the
 six-month anniversary of the Commencement Date, twenty-five percent (25%) of
 such shares shall vest on the twelve-month anniversary of the Commencement
 Date, twenty-five percent (25%) of such shares shall vest on the
 eighteen-month anniversary of the Commencement Date, and the remaining
 twenty-five percent (25%) of such shares shall vest on the twenty-four month
 anniversary of the Commencement Date. If Executive’s employment hereunder is
 terminated by Company without Cause, by Executive for Good Reason, or as a
 result of Executive’s Disability or death, then in addition to any other
 benefits to which Executive is entitled pursuant to this Agreement, the
 Restricted Shares shall fully vest and be immediately accelerated and the
 restrictions on the Restricted Shares shall lapse.

 


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                               (ii)
 Ongoing Awards. Executive shall be eligible to participate fully in annual
 stock option grants and any other long-term equity incentive program at
 levels commensurate with his position as per the Employee Stock Option Plan
 to be in place by the Company.

 


                    (c)
Employee Benefits. Executive
shall, to the extent eligible, be entitled to participate at a level
commensurate with his position in all employee benefit, welfare and retirement
plans and programs, as well as equity plans, provided by the Company to its
senior executives in accordance with the terms thereof as in effect from time
to time. Notwithstanding the foregoing, at all times, the Company reserves the
right to amend, modify, or terminate any such plan or program. 


                    (d)
Expense Allowance. Subject to and
in accordance with the Company’s policies and procedures and in accordance with
the Company’s payroll practices but no less frequently than monthly, the
Company shall provide to Executive a non-accountable, discretionary expense
allowance of one thousand dollars ($1,000) per month to be used by Executive
for all of his own automobile expenses (including, without limitation, his
automobile lease or similar finance payments, insurance, and all gas mileage),
club and organization dues or memberships, travel upgrades, technology devices,
and similar executive perquisites and related taxes. 


                    (e)
Business and Entertainment Expenses.
Upon submission of appropriate documentation by Executive in accordance with
the Company’s policies in effect from time to time, the Company shall pay or
reimburse Executive for all business expenses that Executive incurs in
performing his duties under this Agreement, including, but not limited to,
travel (excluding gas mileage), entertainment, and professional dues and
subscriptions, in accordance with the Company’s policies in effect from time to
time. The Company shall not be obligated to reimburse Executive for personal
legal fees or taxes incurred for any reason. 


                    (f)
Vacation, Holidays and Sick Leave.
Executive shall be entitled to vacation of five (5) weeks per calendar year; provided,
however, that Executive shall be limited to future accruals of no more
than six (6) weeks of paid vacation. Executive shall also be entitled to
absences because of illness or other incapacity, and such other absences, whether
for holiday, personal time, or for any other purpose, as set forth in the
Company’s employment manual or current procedures and policies, as the case may
be, as the same may be amended from time to time. 


          4.
Termination of Employment.


                    (a)
Death or Disability. The Company
may terminate Executive’s employment for disability in the event Executive has
been unable to perform his material duties hereunder for three (3) consecutive
months or for more than one hundred eighty (180) days in any three hundred
sixty (360) day period because of physical or mental incapacity by giving
Executive notice of such termination while such continuing incapacity continues
(a “Disability Termination”). Executive’s employment shall automatically
terminate on Executive’s death. In the event Executive’s employment with the
Company terminates during the Employment Term 


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by reason of Executive’s death or a Disability Termination, then upon
the date of such termination: 


	
  

 	
  

 
	
  

 	
                               (i)
 any Options or Shares that would have vested solely due to the passage of
 time during the twelve (12) month period beginning on the date of Executive’s
 death or Disability Termination shall immediately vest; 

 
	
  

 	
  

 
	
  

 	
                               (ii)
 the Company shall, within thirty (30) days of the date Executive’s employment
 is terminated, pay and provide Executive (or in the event of Executive’s
 death, Executive’s estate) (A) any unpaid Base Salary through the date of
 termination and any accrued vacation, (B) reimbursement for any unreimbursed
 expenses incurred through the date of termination, and (C) all other
 payments, benefits or fringe benefits to which Executive may be entitled
 subject to and in accordance with, the terms of any applicable compensation
 arrangement or benefit, equity or fringe benefit plan or program or grant and
 amounts that may become due under Section 5 hereof (collectively,
 items under this clause (i) are referred to as “Accrued Benefits”); and 

 
	
  

 	
  

 
	
  

 	
                               (iii)
 the Company shall pay to Executive at the time other senior executives are
 paid under any cash bonus or long-term incentive plan, but in no event later
 than March 15 of the year following the year in which Executive’s employment
 is terminated, a pro-rata bonus equal to the amount Executive would have
 received if Executive’s employment had continued (without any discretionary
 cutback) multiplied by a fraction where the numerator is the number of days
 in each respective bonus period prior to Executive’s termination and the
 denominator is the number of days in the bonus period (the “Prorated Bonus”); provided, however,
 that at the time of death or Disability Termination, Executive is on pace to
 achieve the performance milestones necessary to be eligible for such bonus. 

 


                    (b)
Termination for Cause. The Company
may terminate Executive’s employment for Cause (as defined below). In the event
that Executive’s employment with the Company is terminated during the
Employment Term by the Company for Cause, Executive shall not be entitled to
any additional payments or benefits hereunder, other than Accrued Benefits
(including, but not limited to, any then vested Option Shares and other equity
awards), to be paid or provided within thirty (30) days of the date Executive’s
employment is terminated. 


                                        (i)
For the purposes of this Agreement, “Cause” shall mean: 


                                        (A)
material breach of any provision of this Agreement by Executive; 


                                        (B)
the willful failure by Executive to perform his duties with the Company (other
than any such willful failure resulting from his incapacity due to physical or
mental impairment), unless any such willful failure is corrected within thirty
(30) days following written notice by the Board that specifically identifies
the manner in which the Board believes Executive has not materially performed
his duties; 


                                        (C)
an act of gross misconduct or gross negligence by Executive with regard to the
Company that is materially injurious to the Company; or 


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                                        (D)
Conviction of the Executive at any felony. 


                    (c)
Termination by the Company Other Than for
Cause; Termination by Executive With Good Reason. Any payments to be
made or benefits to be provided under this Section 4(c) are conditioned on (x)
Executive’s execution of a general release and/or termination agreement
satisfactory to the Company, and (y) such general release and/or termination
agreement becoming effective. 


	
  

 	
  

 
	
  

 	
                               (i)
 If Executive’s employment with the Company is involuntarily terminated by the
 Company other than for Cause or if Executive voluntarily terminates his
 employment with the Company for Good Reason (as defined below), then the
 Company shall pay or provide Executive with the following as of the date of
 termination: 

 


                                        (A)
any Accrued Benefits, to be paid or provided within thirty (30) days of the
date Executive’s employment is terminated; 


                                        (B)
the Prorated Bonus; provided, however, that at the time of the termination of
Executive’s employment, Executive is on pace to achieve the performance
milestones necessary to be eligible for such bonus, and provided further that
such Prorated Bonus is paid no later than March 15 of the year following the
year in which Executive’s employment is terminated;  


                                        (C)
a severance amount equal to the Executive’s then-current annual Base Salary,
payable through the end of the Term, payable in a lump sum within thirty (30)
days of the date Executive’s employment is terminated. If the termination is
due to the Company not completing an IPO by March 31, 2011 or an infusion of
equity or debt into the Company of a minimum of $20,000,000 by March 31, 2011,
the Company will only be obligated to pay Executive an amount equal to Executive’s
monthly Base Salary for twelve (12) months, payable in a lump sum within thirty
(30) days of the date Executive’s employment is terminated (which termination
date for this purpose only, shall in no event be prior to March 31, 2011). 


                                        (D)
the right to continue his participation in the Company’s health benefit plans
to the extent that he is then a participant therein, at no additional cost to
Executive other than he would have incurred as an employee, for a period of
twelve (12) months starting with the first calendar month after such date of
termination; provided, however, that Company shall pay the full premium for
COBRA continuation coverage under its health plans for Executive (and, if
applicable, his dependents enrolled as participants in such health plans as of
the date of termination) for such twelve-month period. In the event Executive
obtains other employment during the twelve-month period in this clause (D),
pursuant to which he becomes covered for substantially similar or improved
benefits, the right to continue to participate in any health benefit plan, at
the Company’s expense, offered or provided by the Company shall immediately
cease.  


	
  

 	
  

 
	
  

 	
                               (ii)
 For purposes of this Agreement, “Good Reason” for termination by Executive
 shall arise from the following conduct of the Company or events without
 Executive’s consent (other than in connection with or subsequent to the 

 


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 termination or suspension of Executive’s employment or duties for
Cause or in connection with Executive’s death or disability, and excluding
any isolated action not taken in bad faith and which is promptly remedied by
the Company after receipt of notice thereof from Executive); provided,
however, that in each instance, Executive shall provide reasonably detailed
written notice of any action or event that would constitute Good Reason under
this Section 4(c)(ii) to the Company within ninety (90) days of such action
or event, and the Company shall have thirty (30) days to cure such action or
event, and provided further that if such action or event is not cured by the
Company within such thirty (30) day period, Executive’s employment will then
be deemed to be terminated with Good Reason:  

 


                                        (A)
Material breach of any provision of this Agreement by the Company; or 


                                        (B)
After a Change of Control (as defined below), in the event that (i) Executive’s
aggregate compensation is substantially diminished (regardless of Executive’s
title, duties, or responsibilities) or (ii) Executive is required to relocate
more than one hundred (100) miles from his then-current residence in order to
continue to perform his duties under this Agreement. 


                    (d)
Termination by Executive Without Good Reason.
Executive may terminate his employment at any time without Good Reason by
written notice to the Company. In the event that Executive terminates his
employment with the Company during the Employment Term without Good Reason,
Executive shall not be entitled to any additional payments or benefits
hereunder, other than Accrued Benefits (including, but not limited to, any
then-vested Option Shares and other equity awards), to be paid or provided
within thirty (30) days of the date Executive’s employment is terminated. 


                    (e)
Termination as a result of non-renewal.
If the Executive’s employment hereunder is terminated as a result of the
expiration of the Term and on account of the Company providing Executive with a
Non-Renewal Notice in accordance with Section 2 hereof, then in addition to any
other benefits to which Executive is entitled pursuant to this Agreement,
Company will: 


	
  

 	
  

 
	
  

 	
                               (i)
 pay the Accrued Obligations to Executive promptly following the effective
 date of such termination; 

 
	
  

 	
  

 
	
  

 	
                               (ii)
 pay Executive an amount equal to Executive’s monthly Base Salary for six (6)
 months, such payments to be made in accordance with Company’s normal payroll
 practices, less all customary and required taxes and employment-related
 deductions; and 

 
	
  

 	
  

 
	
  

 	
                               (iii)
 upon completion of the appropriate COBRA forms, and subject to all the
 requirements of COBRA, continue Executive’s participation in Company’s health
 insurance plan through twelve (12) months following the effective date of
 such termination, at Company’s cost (except for Executive’s co-pay, if any,
 which shall be deducted from the payments described in subsection (ii)), to
 the same extent that 

 


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 such insurance is provided to persons currently employed by Company. (subsections (ii) and (iii) herein
 jointly referred to as “Term Expiration Severance”). Payment of the Term
 Expiration Severance is expressly conditioned on the Executive executing a
 timely separation agreement in a form that is acceptable to Company, which
 will include, at a minimum, a complete general release of claims against
 Company and its affiliated entities and each of their officers, directors,
 employees and others associated with Company and its affiliated entities.

 


                    (f)
No Mitigation/No Offset. Executive
shall not be required to seek other employment or otherwise mitigate the value
of any severance benefits contemplated by this Agreement, nor shall any such
benefits be reduced by any earnings or benefits that Executive may receive from
any other source, except as provided in Section 4(c)(i)(D). The amounts
payable hereunder shall not be subject to setoff, counterclaim, recoupment,
defense or other right that the Company may have against Executive or others. 


          5.
Change of Control Vesting Acceleration.


                    (a)
In the event of a Change of Control (as defined below), twenty-five percent
(25%) of Executive’s then-unvested Option Shares shall immediately vest. 


                    (b)
After a Change of Control (as defined below), in the event that (i) Executive’s
aggregate compensation is substantially diminished (regardless of Executive’s
title, duties, or responsibilities) or (ii) Executive is required to relocate
more than one hundred (100) miles from his then-current residence in order to
continue to perform his duties under this Agreement, all of Executive’s
then-unvested Options or Shares and other equity awards shall immediately vest
in full, and if, after a Change of Control, Executive terminates his employment
with the Company for Good Reason, he shall be entitled to receive all severance
benefits set forth in Section 4(c)(i). 


                    (c)
For the purposes of this Agreement, “Change
of Control” is defined as the occurrence of any of the following
after the Employment Commencement Date: 


	
  

 	
  

 
	
  

 	
                               (i)
 any “person” (as defined in Section 13(d) and 14(d) of the Securities
 Exchange Act of 1934, as amended (the “Exchange
 Act”)) excluding for this purpose, (i) the Company or any
 subsidiary of the Company, or (ii) any employee benefit plan of the Company
 or any subsidiary of the Company, or any person or entity organized,
 appointed or established by the Company for or pursuant to the terms of any
 plan which acquires beneficial ownership of voting securities of the Company,
 is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
 Exchange Act), directly or indirectly of securities of the Company
 representing more than fifty percent (50%) of the combined voting power of
 the Company’s then outstanding securities; provided, however, that no Change of Control will be
 deemed to have occurred as a result of a change in ownership percentage
 resulting solely from an acquisition of securities by the Company, the grant
 or exercise of any stock option, stock award, stock purchase right or similar
 equity incentive, or the continued beneficial ownership by any party of voting
 securities of the Company which such party beneficially owned as of the
 Employment Commencement Date; or 

 


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                               (ii)
 persons, who, as of the Closing Date constitute the Board (the “Incumbent Directors”) cease for any reason,
 including without limitation, as a result of a tender offer, proxy contest,
 merger or similar transaction, to constitute at least a majority thereof, provided,
 however, that any person becoming a director of the Company subsequent
 to the Closing Date shall be considered an Incumbent Director if such
 person’s election or nomination for election was approved by a vote of at
 least fifty percent (50%) of the Incumbent Directors; and provided further,
 that any such person whose initial assumption of office is in connection with
 an actual or threatened election contest relating to the members of the Board
 or other actual or threatened solicitation of proxies or consents by or on
 behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act)
 other than the Board, including by reason of agreement intended to avoid or
 settle any such actual or threatened contest or solicitation, shall not be
 considered an Incumbent Director; or 

 
	
  

 	
  

 
	
  

 	
                               (iii)
 consummation of a reorganization, merger or consolidation or sale or other
 disposition of at least 80% of the assets (other than cash and cash
 equivalents) of the Company (a “Business
 Combination”), in each case, unless, following such Business
 Combination, all or substantially all of the individuals and entities who
 were the beneficial owners of outstanding voting securities of the Company
 immediately prior to such Business Combination beneficially own, directly or
 indirectly, more than fifty percent (50%) of the combined voting power of the
 then outstanding voting securities entitled to vote generally in the election
 of directors, as the case may be, of the company resulting from such Business
 Combination (including, without limitation, a company which, as a result of
 such transaction, owns the Company or all or substantially all of the
 Company’s assets either directly or through one or more subsidiaries) in
 substantially the same proportions as their ownership, immediately prior to
 such Business Combination, of the outstanding voting securities of the
 Company; or 

 
	
  

 	
  

 
	
  

 	
                               (iv)
 approval by the stockholders of the Company of a complete liquidation or
 dissolution of the Company. 

 


          Notwithstanding
anything to the contrary at forth herein, the completion of the Company’s
currently contemplated IPO shall not be deemed a Change of Control for purposes
of this Agreement. 


          6.
Golden Parachute Payments.


                    (a)
Executive shall bear all expense of, and be solely responsible for, all
federal, state, local or foreign taxes due with respect to any benefit received
pursuant to this Agreement, including, without limitation, any excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”); provided, however, that any benefit received or to be received by
Executive in connection with a Change of Control (“Contract Benefits”) or any
other plan, arrangement or agreement with the Company or an affiliate
(collectively with the Contract Benefits, the “Total Benefits”) that would
constitute a “parachute payment” within the meaning of Section 280G of the
Code, shall be reduced to the extent necessary so that no portion thereof shall
be subject to the excise tax imposed by Section 4999 of the Code, but only if,
by reason of such reduction, the net after-tax benefit received by Executive as
a result of such  


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reduction shall exceed the net after-tax benefit received by Executive
if no such reduction was made. For purposes of this Section 6, “net after-tax
benefit” shall mean the Total Benefits that Executive receives or is then
entitled to receive from the Company that would constitute a “parachute
payment” within the meaning of Section 280G of the Code, less (i) the amount of
all federal, state and local income and employment taxes payable by Executive
with respect to such “parachute payment,” calculated at the highest marginal
income tax rate for each year in which the foregoing shall be paid to Executive
(based on the rates set forth in the Code as in effect at the time of the first
receipt of the foregoing benefits), and (ii) the amount of excise taxes imposed
with respect to such “parachute payment” by Section 4999 of the Code.  


                    (b)
The accounting firm engaged by the Company (or its successor) for general tax
purposes shall perform any adjustment pursuant to subsection (a) of this
Section 6. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder. The
accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to Executive and
to the Company within fifteen (15) calendar days of being engaged to perform
such determination and adjustment, or at such other time as requested by the
Company. Any good faith determinations of the accounting firm made hereunder
shall be final, binding and conclusive upon you and the Company.  


          7.
Section 409A Compliance.


                    (a)
To the extent that any amount payable under this Agreement constitutes an
amount payable under a “nonqualified deferred compensation plan” (as defined in
Section 409A of the Code (“Section 409A”)) following a “separation from
service” (as defined in Section 409A),
including any amount payable under Section 4, then, notwithstanding any
other provision in this Agreement to the contrary, such payment will not be
made to Executive earlier than the day after the date that is six (6) months
following Executive’s “separation from service.” This Section 7(a) will
not be applicable after Executive’s death.  


                    (b)
Executive and the Company acknowledge that the requirements of Section 409A are
still being developed and interpreted by government agencies, that certain
issues under Section 409A remain unclear at this time, and that the parties
hereto have made a good faith effort to comply with current guidance under
Section 409A. Notwithstanding anything in this Agreement to the contrary, in
the event that amendments to this Agreement are necessary in order to comply
with future guidance or interpretations under Section 409A, including
amendments necessary to ensure that compensation will not be subject to Section
409A, Executive agrees that the Company shall be permitted to make such
amendments, on a prospective and/or retroactive basis, in its sole discretion. 


          8. Restrictive Covenants. Executive
acknowledges that the Company’s ability to keep its Confidential Information
(as defined in Section 9(b)) secret and away from its competitors is
important to the Company’s and its affiliates’ viability and business.
Executive further acknowledges that over the course of his employment with the
Company he has and will (i) develop special and substantial relationships with
the Company’s and its affiliates’ customers and suppliers, and/or (ii) be privy
to Confidential Information. Further, Executive has and will help develop the
goodwill of the Company and its affiliates during the course of his employment.



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Finally, pursuant to Section 3(b), Executive will have a
substantial ownership interest in the Company. As such, Executive agrees to
abide by the following covenants in order to allow the Company to protect those
interests: 


                    (a)
Non-Competition. During the
“Restricted Period” (as defined below), Executive will not, either directly or
indirectly, for himself or any other person or entity, anywhere within the
United States, carry on, own, be engaged in, assist, be employed by, consult
for, serve as a director for, or have any financial interest in any business or
enterprise that provides any of the services provided by the Company or any
subsidiary or affiliate of the Company or manufactures or sells any of the
products provided or offered by the Company or any subsidiary or affiliate of
the Company, or if it performs any other services and/or engages in the
production, manufacture, distribution or sale of any product similar to
services or products, which services or products were performed, produced,
manufactured, distributed, sold, under development or planned by the Company or
any subsidiary or affiliate of the Company during the period while Executive
performs services for the Company, provided that an equity investment of not
more than two percent (2%) in any company that is publicly traded and whose
shares are listed on a national stock exchange will be permitted. 


                    For
purposes of this Section 8, “Restricted
Period” means the period beginning on the Employment Commencement
Date and continuing until the later of the first (1st) anniversary of
Executive’s employment termination date or the first (1st)
anniversary after the Company has ceased making payments to Executive under
Sections 4(c) or 4(e) hereof, irrespective of the reason that Executive’s
employment is terminated with the Company. 


                    (b)
Non-Solicitation. During the
Restricted Period, Executive will not either directly or indirectly, for
himself or any other person or entity, (i) hire, solicit for services,
encourage the resignation of, or in any other manner seek to engage or employ,
any person who is an employee of the Company, or a consultant of the Company
devoting more than seventy percent (70%) of his or her time to the business of
the Company or any of its subsidiaries or affiliates, on Executive’s employment
termination date or during the six (6) month period preceding such termination
date, or (ii) solicit, provide services to, or otherwise interfere with the
Company’s business relationship with, any customer of the Company or any
customer of any subsidiary or affiliate of the Company in connection with
services and/or products that compete with the Company’s (or any subsidiary’s
or affiliate’s) services or products, provided that such customer is a customer
of the Company or any subsidiary or affiliate of the Company on the employment
termination date or during the one (1) year period preceding such termination
date. 


                    (c)
Equitable Relief. Executive
acknowledges that the remedy at law for his breach of Section 8, 9(a)
and/or 10 will be inadequate, and that the damages flowing from such breach
will not be readily susceptible to being measured in monetary terms.
Accordingly, upon a violation of any part of such Sections, the Company will be
entitled to immediate injunctive relief (or other equitable relief) and may
obtain a temporary order restraining any further violation. No bond or other
security will be required in obtaining such equitable relief, and Executive
hereby consents to the issuance of such equitable relief. Such equitable relief
may be obtained from any court having appropriate jurisdiction over the matter.
Nothing in this Section 8(c) shall be deemed to limit the Company’s
remedies at law or in equity that may be pursued or 


10






availed of by the Company for any breach by Executive of any of the
parts of Sections 8, 9(a) and/or 10. 


                    (d)
Judicial Modification. Executive
acknowledges that it is the intent of the parties hereto that the restrictions
contained or referenced in Sections 8, 9 and 10 be
enforced to the fullest extent permissible under the laws of each jurisdiction
in which enforcement is sought. If any of the restrictions contained or
referenced in such Sections is for any reason held by a court or arbitrator to
be excessively broad as to duration, activity, geographical scope, or subject,
then, for purposes of that jurisdiction, such restriction shall be construed,
judicially modified, or “blue penciled” so as to thereafter be limited or
reduced to the extent required to be enforceable in accordance with applicable
law. Executive acknowledges and understands that, due to the nature and scope
of the Company’s existing and proposed business plans and projects, and the
technological advancements in electronic communications, any narrower
geographic restriction of his obligations under Sections 8(a) and 8(b)
would be inappropriate and counter to the protections sought by the Company
thereunder. 


          9.
Confidential Information.


                    (a)
Non-Use and Non-Disclosure of Confidential
Information. Executive acknowledges that, during the course of his
employment with the Company, he has had and will have access to information
about the Company and its affiliates, and their customers and suppliers, that
is confidential and/or proprietary in nature, and that belongs to the Company
and/or its affiliates. As such, at all times, both during his employment and
thereafter, Executive will hold in the strictest confidence, and not use or
attempt to use except for the benefit of the Company and its affiliates, and
not disclose to any other person or entity (without the prior written
authorization of the Board) any “Confidential Information” (as defined in Section
9(b)). Notwithstanding anything contained in this Section 9,
Executive will be permitted to disclose any Confidential Information to the
extent required by validly-issued legal process or court order, provided that
Executive notifies the Board immediately of any such legal process or court
order in an effort to allow the Company to challenge such legal process or
court order, if the Company so elects, prior to Executive’s disclosure of any
Confidential Information. 


                    (b)
Definition of Confidential Information.
For purposes of this Agreement, “Confidential
Information” means any confidential or proprietary information that
belongs to the Company or its affiliates, or any of their customers or
suppliers, including, without limitation, technical data, market data, trade
secrets, trademarks, service marks, copyrights, other intellectual property,
know-how, research, business plans, product and service information, projects,
services, customer lists and information, customer preferences, customer
transactions, supplier lists and information, supplier rates, software,
hardware, technology, inventions, developments, processes, formulas, designs,
drawings, marketing methods and strategies, pricing strategies, sales methods,
financial information, project information, revenue figures, account
information, credit information, financing arrangements, and other information
disclosed to Executive by the Company or its affiliates in confidence, directly
or indirectly, and whether in writing, orally, or by electronic records, drawings,
pictures, or inspection of tangible property. 


11






          10. Return of Company Property. Upon
the termination of Executive’s employment with the Company, or at any time
during such employment upon request by the Company, Executive will promptly deliver
to the Company and not keep in his possession, recreate, or deliver to any
other person or entity, any and all property that belongs to the Company or any
of its affiliates, or that belongs to any other third party and is in
Executive’s possession as a result of his employment with the Company,
including, without limitation, computer hardware and software, Blackberries or
other personal data assistants or similar devices, pagers, mobile or cellular
phones, other electronic equipment, records, data, customer lists and
information, supplier lists and information, notes, reports, correspondence,
financial information, account information, product and service information,
project information, files, and other documents and information, including any
and all copies of the foregoing. 


          11. Assignment.


                    (a)
This Agreement shall be binding upon and inure to the benefit of (i) the heirs,
beneficiaries, executors and legal representatives of Executive upon
Executive’s death and (ii) any successor of the Company. Any such successor of
the Company shall be deemed substituted for the Company under the terms of this
Agreement for all purposes. As used herein, “successor” shall mean any person,
firm, corporation or other business entity that at any time, whether by
purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. Notwithstanding
such assignment, the Company shall remain, with such successor, jointly and
severally liable for all of its obligations hereunder. This Agreement may not
otherwise be assigned by the Company. 


                    (b)
None of the rights of Executive to receive any form of compensation payable
pursuant to this Agreement shall be assignable or transferable except through a
testamentary disposition or by the laws of descent and distribution upon the
death of Executive or as provided in Section 19 hereof. Any attempted
assignment, transfer, conveyance or other disposition (other than as provided
in this Section 11) of any interest in the rights of Executive to
receive any form of compensation hereunder shall be null and void; provided,
however, that notwithstanding the foregoing, Executive shall be allowed
to transfer vested Option Shares or other stock options or equity awards
consistent with the rules for transfers to “family members” as defined in U.S.
Securities and Exchange Commission Form S-8. 


          12.
Liability Insurance.


                    (a)
The Company shall cover Executive under directors’ and officers’ liability
insurance both during and, while potential liability exists, after the
Employment Term in the same amount and to the same extent, if any, as the
Company covers its other officers and directors. 


                    (b)
The Company shall, both during and after the Employment Term, indemnify and
hold harmless Executive to the fullest extent permitted by applicable law with
regard to actions or inactions taken by Executive in the performance of his
duties as an officer, director and employee of the Company and its affiliates
or as a fiduciary of any benefit plan of the Company and its affiliates. 


12






          13.
Notices. All notices, requests, demands and other
communications called for hereunder shall be in writing and shall be deemed
given if (a) delivered personally or by facsimile, (b) one (1) day after being
sent by Federal Express or a similar commercial overnight service, or (c) three
(3) days after being mailed by registered or certified mail, return receipt
requested, prepaid and addressed to the parties or their successors in interest
at the following addresses, or at such other addresses as the parties may
designate by written notice in the manner set forth in this Section 14:


	
  

 	
  

 	
  

 
	
  

 	
 If to the Company:

 
	
  

 	
  

 
	
  

 	
  

 	
 Wave2Wave Communications, Inc.

 
	
  

 	
  

 	
 433 Hackensack Ave., 6th Floor

 
	
  

 	
  

 	
 Hackensack, NJ 07601

 
	
  

 	
  

 	
  

 
	
  

 	
 If to Executive:

 
	
  

 	
  

 
	
  

 	
  

 	
 Aaron Dobrinsky

 
	
  

 	
  

 	
 419 Ogden Avenue

 
	
  

 	
  

 	
 Teaneck, NJ 07666

 


          14.
Severability. In the event that any provision hereof becomes
or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.


          15.
Entire Agreement. This Agreement represents the entire
agreement and understanding between the Company and Executive concerning
Executive’s employment relationship with the Company, and supersedes and
replaces any and all prior agreements and understandings concerning Executive’s
employment relationship with the Company entered into prior to the date hereof,
but it does not supersede or replace any written agreements entered into
simultaneous with this Agreement or thereafter.


          16.
Arbitration.


                    (a)
Agreement. The Company and Executive
agree that, except as otherwise provided in Section 8(c), any dispute or
controversy arising out of, relating to, or in connection with the employment
relationship between them, the inception of that relationship, the termination
of that relationship, this Agreement, or the interpretation, validity,
construction, performance, breach, or termination thereof, including, without
limitation, claims of discrimination, harassment, and/or retaliation, and any
violation of whistleblower laws, shall be settled by final and binding
arbitration to be held in New York, New York or such other location agreed by
the parties hereto, under the auspices of and in accordance with the National
Rules for the Resolution of Employment Disputes then in effect of the American
Arbitration Association (“AAA”). The
arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator’s decision in any court having jurisdiction. The selection of the
arbitrator will be conducted in accordance with the AAA’s practices and
procedures for disputes of the nature here contemplated. The arbitrator will
have


13






authority and
discretion to determine the arbitrability of any particular claim, should any
disputes arise with respect to such issue.


                    (b)
Costs and Fees of Arbitration. The
moving party shall pay the costs of the initial arbitration filing (not to
exceed two hundred fifty dollars ($250)), and the parties shall share the
remaining costs and expenses of such arbitration. Unless otherwise required by
law or pursuant to an award by the arbitrator, the Company and Executive shall
each pay separately its or his counsel fees and expenses. Notwithstanding the
foregoing, the arbitrator may, but need not, award the prevailing party in any
dispute its or his legal fees and expenses.


          17.
No Oral Modification, Cancellation or Discharge. This
Agreement may only be amended, canceled or discharged in writing signed by
Executive and an appropriate officer or director of the Company.


          18.
Survivorship. The respective rights and obligations of
Company and Executive hereunder shall survive any termination of Executive’s
employment by the Company to the extent necessary to preserve such rights and
obligations.


          19.
Beneficiaries. Executive shall be entitled, to the extent
permitted under any applicable law, to select and change the beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder upon his
death by giving the Company written notice thereof. If Executive dies,
severance then due or other amounts due hereunder shall be paid to his
designated beneficiary or beneficiaries or, if none are designated or none
survive Executive, his estate.


          20.
Withholding. The Company shall be entitled to withhold, or
cause to be withheld, any amount of federal, state, city or other withholding
taxes required by law with respect to payments made to Executive in connection
with his employment hereunder.


          21.
Governing Law. This Agreement shall be governed by Delaware
law (without reference to rules of conflicts of law), which shall be applied to
the merits of any dispute or claim submitted to arbitration pursuant to Section
16 of this Agreement. Executive and the Company hereby expressly consent to
the personal jurisdiction of the state and federal courts located in New York,
New York for any action or proceeding relating to any arbitration pursuant to Section
16 of this Agreement in which the parties are participants, or any claim to
which Section 8(c) applies.


[Remainder of page intentionally left blank – signatures on the following page]


14






          IN
WITNESS WHEREOF, the undersigned have executed this Agreement:


	
  

 	
  

 	
  

 
	
  

 	
 Wave2Wave Communications, Inc.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: /s/ 

 	
 Steven Asman 

 
	
  

 	
  

 	
 Name: Steven Asman

 
	
  

 	
  

 	
 Title: President

 
	
  

 	
  

 	
  

 
	
  

 	
 Aaron Dobrinsky

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ Aaron Dobrinsky