Exhibit 10.3


EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT AGREEMENT is made as of the
____ day of _______, 2010 [the effective date of the Company’s initial public
offering] (the “Effective Date”), by and between WAVE2WAVE COMMUNICATIONS, INC., a New Jersey corporation
having a principal business address at Continental Plaza, 6th Floor,
433 Hackensack Avenue, Hackensack, New Jersey 07601 (the “Company”), and ANDREW E. BRESSMAN, an individual having an
address at 14 Hoverman Road, Old Tappan, New Jersey 07675 (the “Employee”).
Employee and Company shall be individually referred to as a “Party” and
collectively as the “Parties.” 


          WHEREAS, the Company and the Employee are
parties to an Employment Agreement, dated as of June 12, 2009, as amended by a
First Amendment to Employment Agreement, dated as of November 20, 2009 (as so
amended, the “June 2009 Agreement”), pursuant to which Employee has rendered
services to the Company; and 


          WHEREAS, the Parties wish to terminate the
June 2009 Agreement and, concurrent with the effectiveness of the Company’s
initial public offering, the Company wishes to employ Employee, and Employee
desires to be employed by the Company and is willing to accept such employment
on such terms and conditions as are set forth herein. 


          NOW, THEREFORE, in consideration of the
mutual representations, covenants and agreements herein set forth, the Parties
hereto agree as follows: 


ARTICLE I


ENGAGEMENT AND DUTIES: DEVOTION OF TIME


          1.1
Engagement and Duties. The Company hereby employs Employee for the Term
(as defined in Section 3.1) commencing on the Effective Date. During the Term,
Employee shall render services on behalf of the Company as Chief Strategist
reporting to the Board of Directors of the Company (the “Board”). Subject to
the limitations set forth in Section 1.3 below, Employee shall have
responsibility for the Company’s overall strategy, and such other
responsibilities, powers and authority as may be granted to Employee by the
Board from time to time, which shall be consistent with Employee’s position.
For purposes of this Agreement, “overall strategy” means the Company’s entry
into significant new lines of business and withdrawal from existing lines of
business, the Company’s acquisition and/or disposition of business units or
entities, partnerships or joint ventures of the Company with other companies
and the Company’s relationships and agreements with technology partners and
vendors. During the Term, Employee shall be based at the Hackensack, New Jersey
office of the Company; provided, however, the Employee acknowledges and agrees
that in performing the duties and responsibilities assigned to him he will be
required to travel to the offices of the Company’s affiliates. 


          1.2
Acceptance. Employee hereby accepts such employment and agrees to render
all services requested and duties and responsibilities assigned to him to the
best of his ability. During the Term, Employee agrees to serve the Company
faithfully and, to the best of Employee’s ability, to devote Employee’s full
business time, ability, attention, energy and skill 





to performing
his duties hereunder, and to use Employee’s best efforts, skill and ability to
promote the Company’s interest. During the Term, Employee further agrees to
perform and observe all Company rules and policies. During the Term, Employee
agrees not to engage in any activities that would interfere with his
performance of his duties to the Company without the prior written consent of
the Company. Notwithstanding the foregoing, Employee may serve on civic or
charitable boards or engage in charitable activities without remuneration
therefore, provided that such activities do not contravene the second sentence
of this Section 1.2. 


          1.3
Limitations
on Duties. Notwithstanding anything to the contrary set forth herein,
Employee acknowledges and agrees that he shall not and he is restricted from
(i) becoming a director or executive officer of the Company or any of its
subsidiaries; (ii) participating in any financial reporting functions or
accounting decisions of the Company or any of its subsidiaries, (iii) having
any power to bind the Company or any of its subsidiaries, (iv) making any
public communications about the Company or its securities or promoting the
trading of the Company’s securities in any manner, and (v) having control over
any policy making decisions with respect to the Company. The Company shall
require Employee to update the Board quarterly regarding Employee’s activities
as well as Employee’s compliance with the foregoing restrictions. 


ARTICLE II


COMPENSATION


          2.1 Base
Salary. For all services to be rendered hereunder during the Term, the
Company shall pay Employee the following base salary (the “Base Salary”): 


	
  

 	
  

 	
  

 
	
 Year
of Employment 

 	
  

 	
 Base
Salary 

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 2010

 	
  

 	
 $551,250.00

 
	
 2011

 	
  

 	
 $578,812.00

 
	
 2012

 	
  

 	
 $607,753.00

 
	
 2013

 	
  

 	
 $638,140.00

 
	
 2014

 	
  

 	
 $670,047.00

 



          All
Base Salary payable hereunder shall be paid not less frequently than bi-weekly
in accordance with the Company’s payroll practices. 


          2.2
Bonus. In addition to the Base Salary, at the end of each year of the
Term, the Company, in its sole discretion, may award to the Employee a bonus in
an amount to be determined by the Board in its sole discretion. 


          2.3
Equity Incentive Compensation. During the Term, Employee shall be
eligible to participate in the Company’s equity compensation plans and programs
generally applicable to executives of the Company as in effect from time to
time, including without limitation, the 2009 Employee and Director Equity
Incentive Plan. 


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ARTICLE III


TERM, TERMINATION AND PAYMENT ON TERMINATION


          3.1
Term. Subject to Section 3.2, the term of the Employee’s employment by
the Company shall commence on the Effective Date and continue for a period of
five (5) years (until the day immediately preceding the fifth (5th)
anniversary of the date hereof) unless sooner terminated as provided herein
(the “Initial Term”). On the last day of the Initial Term (the “Expiration
Date”) and on each anniversary thereof (each a “Renewal Term” and collectively
with the Initial Term, the “Term” or the “Employment Period”), this Agreement
shall automatically renew for successive one (1) year periods unless either
Party provides the other Party with written notice of non-renewal of this
Agreement not less than ninety (90) days prior to the last day of the
applicable Term. 


          3.2
Termination. Subject to Section 3.1, Employee’s employment, Base Salary
and all rights under this Agreement as an employee of the Company shall terminate
immediately upon the first to occur of the following events (the “Termination
Date”): 


                    (a)
The death of Employee; 


                    (b)
The Disability of Employee. For purposes of this Agreement, the term
“Disability” shall have the meaning ascribed to it in the Company’s then
current group long-term disability policy. In the absence of such policy,
Employee shall be deemed to have suffered a Disability if he is unable, with or
without reasonable accommodation, to substantially perform the duties
theretofore performed by him under this Agreement by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted for not less than ninety (90) days in any one hundred
eighty (180) day period. In the event of a dispute between the Company and the
Employee as to whether or not Employee is disabled, the Company, without the
participation of the Employee, shall select a qualified physician to examine
the Employee and such physician’s determination shall be final and binding; 


                    (c)
The Company’s receipt of written resignation of the Employee for any
reason including Good Reason. “Good Reason” shall mean the occurrence of any of
the following without the written consent of the Employee: (i) the assignment
to the Employee of duties inconsistent with this Agreement or a change in his
title or authority, (ii) the failure by the Company to comply with Articles II
and IV hereof in any material way, (iii) the requirement of the Employee to
relocate to locations other than those provided in the last sentence of Section
1.1 hereof, (iv) the failure of the Company to comply with and satisfy the last
sentence of Section 6.7 of this Agreement, or (v) any material breach of this
Agreement by the Company. If the Employee proposes to terminate his employment
hereunder for Good Reason, the Employee will give the Company reasonable prior
written notice of such termination, will specify in said notice the factual
basis upon which the termination action is based and will provide the Company
ten business days after receipt of such notice to cure any breaches prior to
such termination; or 


                    (d)
Termination of the Employee’s employment for Cause. “Cause” shall mean
that the Employee has (i) engaged in gross negligence or willful misconduct,
resulting in 


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demonstrable
harm to the business, finances or reputation of the Company, or (ii) been
convicted of any felony. If the Company proposes to terminate the Employee’s
employment hereunder for Cause, the Company will give the Employee reasonable
prior written notice of termination, will specify in said notice the
termination provision of this Agreement and the factual basis upon which the
termination action is based and will provide the Employee the opportunity to be
heard before the Company’s Board of Directors prior to such termination. 


          The
Company and Employee acknowledge and agree that the Employee’s employment with
the Company may only be terminated pursuant to this Section 3.2. 


          3.3
Compensation Following Termination of Employment. If the Employee’s
employment with the Company is terminated pursuant to Section 3.2, the Company
shall pay to Employee his Base Salary earned and unpaid as of the Termination
Date, as applicable (the “Unpaid Salary”). The Unpaid Salary shall be paid to
the Employee, subject to standard required payroll deductions, on the next
scheduled payment date. If the Employee’s employment with the Company is
terminated pursuant to Section 3.2(a) or (b) or for Good Reason or without
“Cause”, the Company shall pay to Employee (or his estate), in addition to his
Unpaid Salary, his Base Salary for the balance of the Term in accordance with
the Company’s standard payroll practice. 


ARTICLE IV


BENEFITS


          4.1
Business Expenses. The Employee is authorized to incur reasonable travel
and entertainment expenses in the performance of his duties hereunder in
furtherance of the business and affairs of the Company and its affiliates, and
the Company shall pay or reimburse the Employee for all such reasonable travel
and entertainment expenses actually incurred or paid by the Employee during the
Employment Period, in all cases upon presentation of detailed expense
statements and expense reports, receipts, vouchers or such other supporting
information as the Company may require. 


          4.2
Automobile, etc. It is understood and agreed that the Employee requires
a business car to successfully perform his duties hereunder; and, accordingly,
he shall be reimbursed by the Company (a) Two Thousand and 00/100 ($2,000.00)
Dollars per month towards the lease of an automobile, and (b) for all necessary
and reasonable costs of supporting business travel with such automobile, such
as automobile insurance, gas, oil, maintenance and repairs, and parking tolls
to the extent the same are for business use within the meaning set forth in the
Internal Revenue Code of 1986, as amended, and subject in all cases upon
presentation of detailed expense statements and expense reports, receipts,
vouchers or such other supporting information as the Company may require. 


          4.3
Fringe Benefits. The Employee shall, during the Employment Period, be
eligible to participate in such pension, profit sharing, medical, dental,
disability and other employee benefit plans, programs and arrangements of the
Company which may be in effect from time to time to the extent he is eligible
under the terms of those plans, programs and arrangements on the same basis as
other executive employees of the Company; provided, however, that the
allocation of benefits under any plan, program or arrangement which provides
that allocations thereunder  


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shall be in
the discretion of the Company shall be determined from time to time by the
Company. The Employee’s spouse and children shall also be eligible to
participate in the Company’s medical and dental plans which may be in effect
from time to time to the extent they are eligible under the terms of such
plans, on the same basis as other spouses and children of the executive
employees of the Company. 


          4.4
Life Insurance. The Company shall, during the Employment Period,
continue to pay the annual premium for the term life insurance on the life of
the Employee currently in place in the amount of $7,500,000.00. Upon
termination or expiration of this Agreement by the Parties, at no cost or
expense to the Employee (except the Employee will be responsible for ongoing
premium payments), the Company will assign, at the request of the Employee, and
the Employee shall assume, the term life insurance policy insuring the Employee
as of the date of this Agreement. 


          4.5
Vacation. Employee shall be entitled to six (6) weeks paid vacation
during each year of the Employment Period (in each year, exclusive of the
Company’s paid holidays, float days and sick leave taken pursuant to the
Company’s policy), such vacation period or periods to be taken at such time as
Employee shall in his discretion determine upon consultation with and approval
of the Chief Executive Officer of the Company. 


          4.6
Company Provided Equipment. During the Term, the Company shall provide
the Employee with a cellular telephone and a laptop computer. The monthly
service charge for the cellular telephone shall paid for by the Company.
Charges for calls made and received by Employee in excess of the monthly
contract minutes for use of such cellular telephone shall be paid for by
Employee and not subject to reimbursement under this Article IV. 


          4.7
Indemnification. Employee shall be covered by the indemnification
provisions of the Company’s Bylaws and Certificate of Incorporation and the
Company’s insurance policies. 


ARTICLE V


ACTIVITIES DURING AND FOLLOWING EMPLOYMENT


          5.1
Restrictive Covenants. Employee acknowledges and agrees that (i) as an
employee of the Company he shall possess and learn valuable trade secrets and
other proprietary information relating to the Company’s business, (ii)
Employee’s services to the Company are unique in nature, (iii) the Company’s
business is national in scope, and (iv) the Company may be irreparably damaged
if the Employee were to provide services to any person or entity in violation
of the restrictions contained in this Agreement. Accordingly, as an inducement for
the Company to enter into this Agreement, the Employee agrees that during the
period that he is employed by the Company and for a period of one (1) year
thereafter or for the period during which the Company continues to pay the Base
Salary pursuant to Section 3.3, whichever is longer (such period being referred
to herein as the “Restricted Period”), Employee shall not, directly or
indirectly, whether as a principal, agent, officer, director, employee,
consultant, independent 


5





contractor or
otherwise, alone, in association with or on behalf of any other person, firm,
corporation, or other business organization: 


                    (a)
anywhere in the Northeast United States of America (i.e., the District
of Columbia, the States of Virginia, West Virginia, Maryland, Delaware,
Pennsylvania, New Jersey, New York, Connecticut, Massachusetts, New Hampshire,
Rhode Island, Vermont and Maine), engage or participate in, or assist, advise
or be connected with (including as an employee, owner, partner, shareholder,
member, officer, director, advisor, consultant, agent or (without limitation by
the specific enumeration of the foregoing) otherwise), or permit his name to be
used by or render services for, any person or entity engaged in a Competing
Business (as herein defined); 


                    (b)
take any action in connection with a Competing Business which might
divert from the Company or any of its affiliates any opportunity which would be
(at the time of such action) within the scope of the Company’s or any such
affiliate’s business; 


                    (c)
solicit or attempt to induce any person or entity (including referral
sources, agents and brokers) who is or has been a customer or business relation
of the Company at any time during (i) the Employment Period or (ii) the
Restricted Period, to purchase Competing Products or services (as herein
defined) from any person or entity (other than the Company); 


                    (d)
solicit or attempt to induce any person or entity who is or has been a
client or other business relation of the Company at any time during (i) the
Employment Period or (ii) during the Restricted Period, to cease doing business
with the Company; 


                    (e)
take any actions which are calculated to persuade any person or entity
who is a director, manager, officer, employee, representative or agent of the
Company or any of its affiliates to terminate their association with the
Company or such affiliates; or 


                    (f)
solicit or hire any person or entity who is or was a director, manager,
officer, employee, representative or agent of the Company or any of its
affiliates to perform services for any entity other than the Company and its
affiliates. 


          As
used throughout this Agreement, a “Competing Business” shall mean a business
which engages, in whole or in part, in the business of, or the rendering of
services which are directly competitive with products and services marketed and
provided by, the Company during the Restricted Period. As used herein, the
services, subject to the foregoing provisions of this Section 5.1, are
collectively referred to herein as “Competing Services”. 


          5.2
Non-Disclosure of Proprietary Information. Employee agrees that during
the Employment Period and continuing thereafter in perpetuity, he shall not,
directly or indirectly, divulge, disclose or appropriate to his own use, or to
the use of any third party, any secret, proprietary or confidential information
or knowledge obtained by him during his employment with the Company concerning
such confidential matters of the Company, or its affiliates, including, but not
limited to, information pertaining to trade secrets, systems, manuals, pricing,
bidding procedures, bid contests, job details, confidential reports, methods, processes,
designs, client lists, drawings, operating procedures, equipment and methods
used and preferred by 


6





clients of the
Company, and fees paid by them (“Proprietary Information”); provided, however,
that Proprietary Information shall not be deemed to include any of the
foregoing which (A) is or becomes generally available to the public other than
as a result of Employee’s fault or the fault of any other person known by the
Employee to be bound by a duty (contractual or otherwise) of confidentiality to
the Company or its affiliates (or, if applicable, any successors or assigns);
or (B) is required by law or court order or subpoena to be disclosed by the
Employee, provided that the Employee gives the Company prompt advance written
notice of such requirement and cooperates with any attempt by the Company to
eliminate, limit or reduce such requirement so as to minimize disclosure; or
(C) which is acquired by Employee acting in a manner not in violation of his
obligations under Section 5.1 and which is not received from a third party in
violation of its obligations to Company; or (D) is known by, or disclosed to
Employee prior to the commencement of his employment with the Company without a
duty of nondisclosure. 


          For
purposes of this Agreement, the term “client” shall include current and past
clients of the Company and its affiliates, and potential clients for whom
proposals have been made or are being prepared. Upon the termination of
Employee’s employment with the Company, Employee shall promptly deliver to the
Company all materials consisting of or containing Proprietary Information which
are, directly or indirectly, in the possession or under the control of
Employee. 


          As
used throughout this Agreement, an “affiliate” shall mean and include any
person or entity which controls a party, which such party controls or which is
under common control with such party, and which is engaged in any business
similar to that of the Company. “Control” means the power, direct or indirect,
to direct or cause the direction of the management and policies of a person or
entity through voting securities, contract or otherwise. 


          5.3
Blue Pencil Provision. Employee acknowledges that the period of
restriction imposed by Sections 5.1 and 5.2 hereof are fair and reasonable and
are reasonably required for the protection of the Company. If any part or parts
of Sections 5.1 and 5.2 hereof shall be held to be unenforceable or invalid,
the remaining parts shall nevertheless continue to be valid and enforceable as
though the invalid portion or portions were not a part of this Agreement. If
any of the provisions of Sections 5.1 or 5.2 hereof relating to the periods or
area of restriction shall be deemed to exceed the maximum periods or area which
a court of competent jurisdiction would deem enforceable, the periods or area
shall, for the purposes of said Sections 5.1 and/or 5.2, be deemed to be the
maximum time periods and area which a court of competent jurisdiction would
deem valid and enforceable in any state or country in which such court of
competent jurisdiction shall be convened. 


          5.4
Injunctive Relief. Employee acknowledges and agrees that in the event of
a breach or threatened breach of any of the foregoing provisions of Sections
5.1 and 5.2, the Company may have no adequate remedy at law and shall therefore
be entitled upon notice to Employee (provided giving of such notice shall not
entitle Employee to delay any proceedings to enforce the foregoing provisions)
to enforce each such provisions of Sections 5.1 and 5.2 by temporary or
permanent injunctive or mandatory relief obtained in any court of competent
jurisdiction without the necessity of proving damages, posting any bond or
other security, and without prejudice to any other remedies which may be
available at law or in equity to the Company. 


7






ARTICLE VI


MISCELLANEOUS


          6.1
Notices. All notices, requests, demands and other communications
(collectively, a “Notice”) given or made pursuant to this Agreement shall be in
writing and shall be given by personal delivery, facsimile (with written
confirmation of receipt) or by registered or certified mail, return receipt
requested, postage and fees prepaid, to the parties at the addresses set forth
in the introductory paragraph of this Agreement. Any Notice shall be deemed
duly given when received by the addressee thereof, provided that any Notice
sent by registered or certified mail shall be deemed to have been duly given
three (3) days after the date of deposit in the United States mail, unless
sooner received. Either of the Parties may from time to time change its address
for receiving Notices by giving written notice thereof in the manner set forth
above. 


          6.2
Entire Agreement. This Agreement contains the sole and entire agreement
and understanding of the Parties, and any other agreement or understanding
relating to the matters hereunder, including without limitation the June 2009
Agreement, are superceded hereby. 


          6.3
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, United States of America,
without giving effect to the principles of conflicts of laws thereof. Each of
the Parties consents to the sole and exclusive jurisdiction of the State and Federal
Courts of the State of New Jersey in the event of any dispute or controversy
hereunder, and waive any objection to the jurisdiction thereby based on
improper venue, lack of jurisdiction, forum non conveniens or otherwise. 


          6.4
Severability. Whenever possible each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be or become prohibited or
invalid under applicable law, such provisions shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement. 


          6.5
Captions. The various captions of this Agreement are for reference only
and shall not be considered or referred to in resolving questions or
interpretation of this Agreement. 


          6.6
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. 


          6.7
Assignment. Employee may not assign his obligations or duties under this
Agreement, and any attempted or purported assignment or any delegation of
Employee’s duties or obligations arising under this Agreement to any third
party or entity shall be deemed to be null and void, and shall constitute a
material breach by Employee of his duties and obligations under this Agreement.
This Agreement shall inure to the benefit of, and shall be binding upon, the
Parties hereto and their respective successors, assigns, heirs and legal
representatives, including any successors of the Company by way of merger,
consolidation, purchase, or transfer of all or substantially all of the assets
or stock of the Company and any parent, subsidiary or affiliate of the Company
to which the Company may transfer its rights under and pursuant to this 


8





Agreement. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.


          6.8
Waiver. Waiver by either of the Parties of any breach of any provision
of this Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach of the same or any other provision hereof. 


          6.9
Amendment. This Agreement may be amended, modified, superseded or
canceled, in whole or in part, only by a written instrument executed by
Employee and by an authorized representative of the Company. 


          6.10
Enforcement Costs; Legal Fees. In the event litigation or any other
proceeding is required to protect or enforce any Parties’ rights hereunder, the
prevailing party shall be entitled to an award of reasonable attorneys’ fees
and court costs. The Company shall reimburse Employee for his reasonable
attorneys’ fees and disbursements in connection with the preparation and
negotiation of this Agreement and any amendments hereto. 


          6.11
No Jury Trial. The Parties hereto waive all rights to a jury trial and
acknowledge this waiver is a material inducement to enter into this Agreement. 


          6.12
Acknowledgement. The Employee acknowledges that there are important
legal and tax consequences with respect to the transactions contemplated by
this Agreement, and that he has been advised by the Company to consult with his
own independent legal counsel prior to entering into such Agreement. 


[remainder of page intentionally left blank]


9





          IN WITNESS WHEREOF, this Employment
Agreement has been made and entered into as of the date and year first above
written. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE
 COMMUNICATIONS, INC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 ANDREW E.
 BRESSMAN

 


10