exhibit10-4.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	
                    Flint
      Telecom Group, Inc.

                    Human
      Resources

                    303
      Park Ave. S., Suite 1420

                    New
      York, NY 10010

                  


          

          


        

      

    


    October
6, 2008

    


    Christopher
Knight

    1 West
St.

    New York,
NY 10004

    


    Dear
Christopher,

    


    We are
happy to make you this offer of employment at Flint Telecom Group, Inc. under
the following terms and conditions, with a start date of October 6,
2008.  This letter supersedes any prior discussions between us
concerning the following terms and conditions.

    


    Your job
title will be Chief Information Officer (CIO). You will report to Vincent
Browne, CEO.  Your salary as an exempt employee will be two hundred
forty thousand dollars ($240,000) per year, $20,000 to be paid monthly in
arrears, or on a more frequent basis at the discretion of Flint, and subject to
normal withholdings.   Subject to the receipt of appropriate
back-up documentation, the Company shall pay, up to a maximum of $7,500 per
month, towards your rent for an apartment located in New York
City.  This monthly rental allowance is conditional upon up to two
Company employees at any one time being allowed to stay in the apartment at any
time during Company business trips. You are also eligible to receive an annual
bonus of up to $240,000, based on Company performance and to be further defined
by Mr. Browne and approved by the Company’s Board of Directors.

    


    We will
also issue to you 2,660,000 shares of unvested restricted common
stock.  These shares shall vest over a four-year period, such that 25%
of the shares shall vest at your one year anniversary with the Company, and the
remaining portion shall vest quarterly thereafter, so that 100% shall be vested
as of your fourth annual anniversary with the Company.   You
agree and acknowledge that none of these common shares acquired are, and may
never be, registered under the Securities Act of 1933 or under any state
securities or "blue sky" laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons (as that term is defined in Regulation S under the
Securities Act of 1933), except in accordance with the provisions of Regulation
S, pursuant to an effective registration statement under the Securities Act of
1933, or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and in each case only in
accordance with applicable state and federal securities laws.

    


    You will
receive two weeks of paid vacation per year, 5 paid sick days per year, and paid
holidays as per the Company plan. You will be entitled to receive additional
Flint benefits made available to other employees to the full extent of your
eligibility, such as healthcare, dental and vision insurance, and in a 401k
retirement program, if and when these additional benefits become available.
Subject to the receipt of appropriate back-up documentation, Flint will
reimburse you for customary, reasonable and pre-approved business
expenses.  All expenses are processed in accordance with the Company’s
expense policies.

    


    In
accepting employment with Flint, you will be required to sign an Employee
Confidentiality Agreement affirming your commitment to maintain the strictest
confidence with respect to Flint’s confidential information, and to refrain from
the improper use or disclosure of any proprietary information, or trade secrets
of your former employer(s).  It is also understood and agreed that in
consideration of your employment you will devote your best efforts and full time
attention to the business of the Company.

    


    Your
offer is further contingent upon completion of Flint’s employment process, which
set forth-specific terms and conditions of your employment, and presumes
positive completion of your reference and background checks.


    
      
         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	
                    Flint
      Telecom Group, Inc.

                    Human
      Resources

                    303
      Park Ave. S., Suite 1420

                    New
      York, NY 10010

                  


          

          


        

      

    


    


    Flint is
an "at-will" employer, conforming to the laws of the State of New York, which
means employment may be terminated by either party at any time, for any reason.
The terms and conditions set forth in the Flint employee handbook, as well as
this letter, represent the entire understanding and sole agreement between you
and Flint. No prior promises, other representations or understanding relative to
any terms or conditions of your employment are to be considered as part of this
agreement unless expressed in writing in this letter and attachments. No one,
except the CEO of Flint has authority to modify the matters set forth here.
Notwithstanding the foregoing, you and the Company each agree to give to the
other thirty days prior notice should employment be terminated by the noticing
party at any time, for any reason.

    


    Arbitration:  The
following claims are covered by this arbitration provision (“Arbitrable
Claims”):  any and all claims for wages or other compensation; any and
all contract or tort claims; any and all claims arising from or related to your
employment or the termination of your employment with Company; and any and all
claims for discrimination or harassment under any local, state or federal common
or statutory law, based on race, color, sex, religion, national origin,
ancestry, age, marital status, medical condition, physical or mental disability,
sexual orientation or any other protected characteristic.  You and
Company agree to settle by final and binding arbitration all such Arbitrable
Claims that Company may have against you or that you may have against Company or
against any of its related entities, or against any then current or former
officer, director, employee or agent of Company, in their capacity as such or
otherwise.  If this arbitration provision is held to be void or
unenforceable with respect to a particular claim or class of claims, that fact
shall not affect the validity or enforceability of the arbitration provisions
with respect to any other claim or class of claims.  YOU AND COMPANY
ACKNOWLEDGE AND AGREE THAT BY SIGNING THIS AGREEMENT, YOU AND COMPANY HAVE
VOLUNTARILY ELECTED TO ARBITRATE ALL ARBITRABLE CLAIMS RATHER THAN LITIGATE THEM
IN A JUDICIAL FORUM AND THAT YOU AND COMPANY ARE GIVING UP THE RIGHT TO A JURY
TRIAL AND TO A TRIAL IN A COURT OF LAW.

    


    All
Arbitrable Claims shall be settled by final and binding arbitration in
accordance with the employment dispute resolution rules of the American
Arbitration Association (“AAA”) in effect at the time the demand for arbitration
is made.  Such arbitration shall be filed with the AAA and shall be
heard in New York,
NY.  The arbitrator shall apply, as applicable, federal or
New York
substantive law and law of remedies.  A judgment upon any award
rendered by the arbitrator may be entered in any court having
jurisdiction.  Either you or Company may bring an action in any court
of competent jurisdiction, if necessary, to compel arbitration under this
arbitration provision, to obtain preliminary relief in support of claims to be
prosecuted in arbitration or to enforce an arbitration award.

    


    In
accordance with the requirements of the Immigration Reform and Control Act of
1896, you will be required to provide verification of your identity and legal
right to work in the United States. Flint will be asking for this documentation
on your first day of work and it must be provided no later than three (3)
business days of your date of hire.

    


    Please
sign and date this letter indicating your acceptance and start date, and return
it to Flint.  This offer of employment is valid for three working days
from the date of this letter, unless other arrangements are made. Thank you for
your confidence in Flint. We hope that you will find working here a rewarding
experience.  We look forward to having you join the Flint
team.

    


    Sincerely,

    


    FLINT
TELECOM GROUP, INC.

    


    
      	
              Vincent  Browne

              Chief
      Executive Officer

               

              Cc:           Mr.
      Nick Scott

               

            	
              Accepted:

              
                 

                 

              

              Christopher
      Knight

               

              Start
      Date: October 6, 2008