Unassociated Document


    
      Exhibit
10.1

      July 31,
2009

      


      Via
E-mail

      


      Mr.
George E. Daddis Jr.

      [address]

      


      Dear
George:

      


      I am
delighted to extend this offer of employment to you for the
full-time, exempt position of Chief Executive Officer and
President of WorldGate Communications, Inc. (the “Company”). Details of this
offer are contained below:

      


      
        	
                 
      

              	
                ·

              	
                Reporting:  You
      will report directly to the board of directors of the
    Company.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Salary:  Your
      starting salary will be $8,461.53, paid bi-weekly, which equates to
      approximately $220,000 annually.  Notwithstanding the foregoing,
      due to your outstanding commitments to third parties which you expect to
      complete by August 31, 2009, if your employment commences during the month
      of August 2009, your salary will be reduced by one-half during the month
      of August 2009.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Location:  Your
      primary work location will be at the Company’s headquarters in Trevose,
      Pennsylvania.  Travel to Concord, North Carolina and other
      locations would be required on a periodic
basis.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Employer:  Your
      employment will be with WorldGate Service, Inc., a subsidiary of the
      Company.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Severance:  You
      will be entitled to severance payments in the amount of six (6) months’
      salary and benefits continuation should (i) the Company terminate your
      employment for any reason without Cause or (ii) you terminate your
      employment with the Company for Good
Reason.

              


      

      


      
        	
                 
      

              	
                o

              	
                “Cause”
      shall be determined in good faith by the board of directors of the
      Company, and shall mean: (i) your willful or continued misconduct
      (provided that the Company shall provide you with written notice of any
      continued misconduct, and you shall have 5 business days from the date of
      such notice to cure such continued misconduct), breach of fiduciary duty
      or gross negligence in the performance (or failure thereof) of your
      duties; (ii) your intentional failure or refusal to perform lawfully
      assigned duties consistent with your position; (iii) your material breach
      of this Agreement; or (iv) your conviction of or entering a plea of nolo contendere to any
      felony or any crime (whether or not a felony) involving dishonesty or
      fraud; provided, however, that the Company shall provide you with written
      notice of any failure or breach described in clauses (ii) or (iii) of this
      definition, and you shall have 5 business days from the date of such
      notice to cure such failure or breach and, provided further, that your
      mental or physical incapacity due to illness, accident or otherwise, shall
      not constitute “Cause” as defined
herein.

              


      

      
        	
                 
      

              	
                o

              	
                “Good
      Reason" shall mean a termination of your employment with the Company by
      you because of (i) a material reduction in your base salary, (ii) a change
      in your title with the Company resulting in a material diminution in your
      duties, responsibilities or authority or (iii) a material breach of this
      offer letter by the Company.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Stock Option
      Plan:  Following your commencement of employment with the
      Company, the Compensation and Stock Option Committee of the board of
      directors of the Company shall, as soon as is practically possible, grant
      you an option to purchase 2,000,000 shares of the Company’s common stock
      under the Company’s 2003 Equity Incentive Plan.  The option
      shall vest 25% per year beginning on the one year anniversary of the grant
      of the option and will have a strike price to be set by the board based on
      the fair market value of the Company’s shares as of the date of
      grant.  For your reference, the 2003 Equity Incentive Plan and
      Amendment 2009-1 to the 2003 Equity Incentive Plan are attached as Exhibit
      A to this offer letter.

              


      

       

      
        
          	
                   
      

                	
                  ·

                	
                        
                    Cash Bonus
      Plan:  The
      board of directors of the Company intends to create a cash incentive bonus
      plan for the Company’s employees, which will contain objectives that, if
      and when achieved by the Company, will reward employees with cash
      compensation. As and when such new cash bonus plan is implemented, you
      will participate in it at the executive
  level.

                  

                


        

      

      


      
        	
                 
      

              	
                ·

              	
                Benefits:  As
      a full-time employee, you will be eligible for participation in our health
      plan and all welfare benefits sponsored by the Company.  These
      benefits are effective the first of the month on or following your first
      date of employment. In addition, you will be eligible to participate in
      the Company’s 401(k) Employee Savings Plan, once any eligibility criteria
      are met.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                ·

              	
                Combined Time Off
      (“CTO”):  CTO (which includes sick, personal and vacation
      days) will accrue starting your first day of employment.  You
      will accrue 2 days of CTO per month based on your start
      date.  This equates to 24 days annually.  Your first
      opportunity to take compensated time off would be one month after your
      start date.  You will be eligible for paid Company designated
      holidays on your first day of employment.  You will accrue
      additional time off once you reach your five year anniversary with the
      Company.  CTO time expires annually and does not carry over if
      not used.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Formal Employment
      Contracts: The Company has typically not entered into formal
      employment contracts with its executives and currently does not plan to do
      so. If the employment terms of other executives do become memorialized in
      formal employment contracts, and you wish that your terms be so
      memorialized as well, the Company will be happy to do
  so.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Board
      Appointment:  The board of directors of the Company will,
      as soon as it is practically possible, appoint you as an officer of the
      Company with the title of Chief Executive Officer and
      President.  In addition, we expect that the board of directors
      of the Company will authorize your appointment as a director and officer
      of each of the following subsidiaries of the Company: WorldGate Service,
      Inc., WorldGate Finance, Inc. and WorldGate Acquisition
      Corporation.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Company Policies and
      Procedures.  You agree to be subject to the Company’s
      policies and procedures applicable to all employees, including agreeing to
      execute the Company’s Employee Confidential Information, Nonsolicitation
      and Invention Assignment Agreement.  For your reference, the
      form of the Company’s Employee Confidential Information, Nonsolicitation
      and Invention Assignment Agreement is attached as Exhibit B to this offer
      letter.

              


      

      


      


      This
offer is contingent upon (1) the receipt of your signed acceptance of this
letter, (2) the approval of the board of directors of the Company and the
Compensation and Stock Option Committee of the board of directors of the Company
and (3) the successful completion of your background investigation, including
credit check and satisfactory information from professional references, as
determined by the Chairman of the Compensation and Stock Option Committee of the
board of directors of the Company.  Please provide us with three
professional references in order to expedite the background
investigation.  Although the terms and conditions of this offer have
been discussed by the board of directors and Compensation and Stock Option
Committee of the Company, formal approval of the board and Compensation and
Stock Option Committee is expected to be obtained promptly upon your signed
acceptance of this letter.

      


      Please
note that this letter does not constitute a contract of permanent
employment.  Employees are employed by the Company or WorldGate
Service, Inc., as the case may be, in an at-will employment relationship, and
may be terminated by either the employee or the Company or WorldGate Service,
Inc., as the case may be, at any time, with or without notice, except as
provided herein, with or without cause, and for any reason or no reason at
all.

      


      We are
hoping that you can start August 3, 2009.  Your employment will be
contingent on the successful completion of your background investigation, which
is expected to be completed after August 3, 2009.  On your first day,
in order to facilitate the hiring process, please be prepared to provide
documentation that establishes your employment eligibility to work in the U.S.
(in accordance with the Immigration Reform and Control Act of
1986).  Your US passport is best.

      


      If you
agree with the conditions stated above, please sign below and fax to
215-354-1049, Attention: Christopher Vitale, General Counsel and Secretary, or
email to cvitale@wgate.com.

      


      If you
have any questions, please contact me at
704-260-3676.  Welcome to WorldGate!  I am looking very much
forward to working with you, and I know the board of directors is looking
forward to your contributions to the Company’s future
successes.

      


      Sincerely,

      


      /s/
Robert Stevanovski

      


      Robert
Stevanovski,

      Chairman
of the Board

      WorldGate
Communications, Inc.

      


      


      
        
          
            	
                    Accepted
      By:

                  	
                    /s/ George E. Daddis Jr.

                  	
                    Date: 7/31/2009

                  
	 
      	
                    George
      E. Daddis Jr.