exv10w35



 




 Exhibit 10.35

July 7, 2004



Robert Kamba

10717 Ardnave Place

Potomac, Maryland 20854



Dear Bob:



I am pleased to extend you an offer of employment with Global eXchange Services
(GXS) as a key member of the leadership team. The employment terms in this
letter supersede any other agreements or promises made to you by anyone,
whether verbally or written.



Position



You would be joining us as Senior Vice President of the Global Operations and
Global Information Technology organizations reporting to me. The position will
be located at our headquarters in Gaithersburg, Maryland and your starting date
would be no later than July 19, 2004



Compensation



Your starting salary will be $280,000 per year with a target annual bonus of
$140,000. Payment of the bonus will be subject to the terms of GXS’s
Management Bonus Plan, except that you will be guaranteed a bonus of $58,500
for the remainder of 2004. This would be paid to you no later than the end of
March 2005. Please note that the quotation of an annual rate of pay is merely
for convenience and does not imply that your employment is for a year or any
fixed period.



Stock-Based Compensation 



Ownership is a cornerstone principle of GXS’ reward strategy. The Compensation
Committee of our Board of Directors has approved for you to receive 250,000
options with an exercise price of $0.50 per share. Please understand that the
actual value that you realize from your options may vary greatly, based on the
performance of GXS. We have designed the program with the intent to provide
significant upside potential if GXS is successful. All terms related to the
stock options are subject to the provisions of the GXS Holdings, Inc. Stock
Incentive Plan and the Option Agreement which are enclosed.



Benefits



In additional to your compensation package you will be eligible for employee
benefits (including vacation, medical, dental, vision, accident and disability
insurance, 401(k) plans) in accordance with the terms of GXS’s benefit plans.
You will also be entitled to four weeks of vacation per year in accordance with
the terms of GXS’s vacation plan.





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Termination



Depending upon the reason for your employment with GXS ending, you will be
covered by one of the following:



(1) Cause or Voluntarily Quit



If your employment terminates because you voluntarily quit or because GXS
terminates you for “cause”, you will not be entitled to any additional
compensation. “Cause” shall include, but not be limited to: willful or
unreasonable neglect of your job duties, committing fraud, misappropriation or
embezzlement; dishonesty; insubordination; being convicted of a felony; willful
unauthorized disclosure of GXS confidential information; and willfully or
unreasonably engaging in conduct materially injurious to GXS.



(2) Termination Without Cause



If you are terminated without “cause” you would receive, as severance,
continuation of your then current salary and medical benefits for twelve months
and a pro rated portion of your most recent annual bonus payment. This payment
would be subject to your signing GXS’s standard termination agreement, which
would include (i) non-competition and non-solicitation commitments by you for a
period of twelve months, and (ii) a complete release for the benefit of GXS.



In the event of a Change of Control (as defined in the GXS Holdings, Inc. Stock
Incentive Plan) and you are not offered a position comparable to your position
as Senior Vice President for GXS’s Global Operations and Global Information
Technology organizations following the Change in Control and you terminate your
employment with GXS, or its successor, as a result then such termination will
be deemed to be a Termination Without Cause.



In the event of any termination of your employment, you will be required to
reimburse GXS for any outstanding monies owed to GXS that have not been repaid
by the time employment is terminated. Acceptance of this letter will be your
authorization to permit GXS, to the extent permitted by law, to deduct and
offset any payments, including payment for salary, bonus, expenses, or vacation
pay, otherwise owed to you upon termination of employment.



Confidentiality/Integrity



This offer is made in the strictest confidence. You are required to maintain
the confidentiality of the information contained in this offer and any
proprietary information you received from GXS in consideration of this offer.
Failure to comply will result in the offer being summarily withdrawn.



GXS’s most valuable asset is its worldwide reputation for integrity and high
standards of business conduct. Accordingly, please review the Code of Conduct
and policies included within the enclosed Compliance Guide and complete the
acknowledgement of your personal commitment to comply with the code and
policies. The completion of the acknowledgement is a condition of employment.
Furthermore, in making this offer of employment, we have no intention of
interfering with any continuing obligation regarding trade secrets and
confidential information that you may have with any prior employer and we
expect that you will be able to perform the responsibilities of your position
with GXS without violating any confidentiality obligation owed





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to any other party. In this connection, you will also be required to sign the
enclosed “Proprietary Information and Inventions Agreement” as a condition of
employment with GXS.



Other



This offer is contingent on the following:




	•	 	Receipt of necessary internal and external approvals, including a background check
	 
	•	 	Proof of identification and U.S. work authorization, in accordance with the Immigration Reform and
Control Act of 1986
	 
	•	 	Drug Screen





The employee benefit plans and programs and programs offered by GXS may be
modified, and your participation in those benefits will be subject to the terms
of such plans and programs. Your employment and benefits will also be subject
to GXS’ policies as promulgated from time-to-time.



In addition, GXS will reimburse you up to $22,000 in the event you are required
to return your signing bonus at your current employer, Verisign, Inc.



Please sign below to indicate your acceptance of this offer and return the
signed letter to Bruce Hunter, our Senior Vice President & General Counsel who
is also responsible for Human Resources. Also, please sign and return to Bruce
Hunter the (i) acknowledgement from the Compliance Guide, (ii) Option
Agreement, and (iii) Proprietary Information and Innovation Agreement.



We look forward to having you as a member of the Senior Executive leadership
team and believe this position will provide you with the kind of challenge and
career growth you are seeking.



Sincerely,




/s/
Gary Greenfield




Gary Greenfield

President & Chief Executive Officer 



I accept this offer of employment with Global eXchange Services and agree to
all the terms stated or referred to in this letter.




/s/
Robert
Kamba                  7/12/2004 







Robert Kamba                         Date 



cc: Bruce Hunter




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