exv10w1






Exhibit 10.1




Amendment No. 1

To Employment Agreement




     This Amendment No. 1 (“Amendment”) to the Employment Agreement (“Agreement”) is made as of
July 18, 2008 (“Amendment Effective Date”) by and between Global Telecom & Technology, Inc.
(“Company”) and Richard D. Calder, Jr. (“Executive”).



     A. Company and Executive have entered into the Agreement on May 7, 2007.



     B. Company and Executive desire to amend the Agreement in accordance with the
terms of this Amendment.



     Accordingly, the parties, intending to be legally bound, hereby agree as follows:




	 	1.	 	Definitions. Unless otherwise defined in this Amendment, all
capitalized terms shall have the meanings ascribed to such terms in the Agreement.
	 
	 	2.	 	Vesting of Equity Upon a Change of Control.





     Section 5.4 of the Agreement is amended by adding the following language at the end of
Section 5.4:


All existing equity grants, including restricted stock, stock options, and all other equity grants
of any type, will immediately vest upon the “Change of
Control” of the Company. For purposes of
this Agreement, “Change in Control” shall mean: (i) The Company is merged, consolidated or
reorganized into or with another corporation or other legal person (an “Acquirer”) and, as a result
of such merger, consolidation or reorganization, less than fifty percent (50%) of the outstanding
voting securities entitled to vote generally in the election of directors of the surviving,
resulting or acquiring corporation or other legal person are owned, directly or indirectly in the
aggregate by the stockholders of the Company immediately prior to
such merger, consolidation or reorganization, other than by the
Acquirer or any corporation or other legal person controlling,
controlled by or under common control with the Acquirer; (ii) the
Company sells all or substantially all of its business and/or assets
to an Acquirer, of which less than fifty percent (50%) of the
outstanding voting securities entitled to vote generally in the
election of directors are owned, directly or indirectly, in the
aggregate by the stockholders of the Company immediately prior to
such sale, other than by any
corporation or other legal person controlling, controlled by or under common control with the
Acquirer; or (iii) any other transaction or series of related transactions having an economic
effect substantially equivalent to any of the foregoing in subsections (i) or (ii) immediately
above.



Notwithstanding the foregoing, the following types of transactions shall not be deemed to be a
Change of Control: (a) any transaction entered into among or between the Company and stockholders
of the Company if immediately prior to such a transaction, the acquiring stockholders held thirty
percent (30%) of the outstanding voting securities; or (b) any acquisition by the Company or any of
its subsidiaries.





	 	3.	 	Vesting of Equity.






	 	 	 	Section 7.4(iii) of the Agreement is amended by deleting the language in its entirety and
inserting the following new language:




(iii) all existing equity grants, including restricted stock, sock options, and all other equity
grants of any type, will immediately vest upon the effective date of termination.




 









 









	 	4.	 	Payment of Bonus on a Prorated Basis.






	 	 	 	Section 7.4 of the Agreement is amended by adding the following new Section 7.4(iv)
immediately after revised Section 7.4(iii):




and, (iv) pay to the Executive his annual bonus on a pro-rated basis as measured from January
1st of that calendar year. For example and illustrative purposes only, if Executive is
terminated without any Cause or resigns for Good Reason as of June 30th , Executive
shall be entitled to receive fifty percent (50%) of his target bonus amount as set forth is Section
5.3 above. The bonus payment may be made immediately or in twelve (12) equal installments along
with the base salary continuation at the discretion of the Company.





	 	5.	 	No Other Amendments. Except as specifically amended herein, all terms
and condition of the Agreement shall remain in full force and effect as written.
	 
	 	6.	 	Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to applicable
principles of conflicts of laws.
	 
	 	7.	 	Counterparts. This Amendment may be executed in counterparts, each of
which shall be an original but all of which together shall constitute one and the same
instrument.




IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be effective as of the
Amendment Effective Date stated above.




GLOBAL
TELECOM &

TECHNOLOGY, INC.






			
	By: /s/ H. BRIAN THOMPSON
	 	By: /s/ Richard D. Calder, Jr.

Richard D. Calder, Jr.






Print Name: H. BRIAN THOMPSON




Print Title: EXECUTIVE CHAIRMAN




Date: August 1, 2008