exv10w1



 




Exhibit 10.1




Global Telecom & Technology, Inc.

8484 Westpark Drive, Suite 720

McLean, VA 22102

November 3, 2006




To: David Ballarini




Dear Mr. Ballarini:




     This Employment Agreement (“Agreement”) will serve to confirm the terms of your employment
with Global Telecom & Technology, Inc. (“GTT” or “Company”) as Chief Financial Officer. In
consideration of the mutual promises contained in this Agreement, you and GTT agree to the
following terms of employment.



1. EMPLOYMENT:




     GTT hereby offers you employment as Chief Financial Officer (“CFO”), commencing effective as
of October 16, 2006. You hereby accept employment with GTT on the terms and conditions set forth in
this Agreement. Your duties as CFO will include but not be limited to the following:




	 	•	 	Directing the overall financial plans and accounting practices of an organization.
	 
	 	•	 	Overseeing treasury, accounting, budget, tax and audit activities of the
organization and subsidiaries.
	 
	 	•	 	Overseeing financial and accounting system controls and standards and ensures
timely financial and statistical reports for management and/or Board use; and
	 
	 	•	 	Managing the company’s finance groups in the United States and in the United
Kingdom.




You agree to devote your best efforts and as much time as is required to execute your
responsibilities and duties under this Agreement; provided, however, it is agreed that you can
continue to serve as a Principal of Mercator Capital, LLC provided that such engagement does not
interfere with your duties and responsibilities under this Agreement.




2. REMUNERATION:




     You will be paid a salary of $6,000 for service as CFO from the effective date of this
Agreement through October 31, 2006, $12,000 for service as CFO from November 1, 2006 through
November 30, 2006, and $15,000 per month for each calendar month of service as CFO thereafter.
Salary payments will be made on a semi-monthly basis.



3. EXPENSES:




     Upon your submission of appropriate documentation or receipts, GTT shall reimburse you for any
ordinary and necessary business expenses you incur in accordance with GTT’s guidelines on business
expenses.



4. BENEFITS:




     GTT shall provide you with the basic annual leave and benefits that GTT makes available to
full time employees in general.



5. TERMINATION:




     Your employment is at-will — that is, just as you may end your relationship with GTT at any
time and for any reason or no reason at all, GTT may end its relationship with you at any time and
for any reason or no reason at all.



 









 





6. CONFIDENTIALITY AND NONCOMPETITION:




     At the time your employment begins under this Agreement, you shall execute a Confidentiality
and Noncompetition Agreement. Such Agreement will in no way contravene your duties toward GTT as an
officer and fiduciary of the organization. For example, although you may perform work for Mercator Capital,
LLC, such engagement shall in no way interfere with GTT’s business interests, business
opportunities and/or any other fiduciary obligations you have toward GTT and its subsidiaries as an
officer or board member of the Company.



7. ASSIGNMENT:




     This Agreement is not assignable by either party without the written consent of the other;
provided, however, that the provisions of this Agreement shall inure to the benefit of and be
binding upon any successor interest of GTT, whether by merger, consolidation, or transfer or all or
substantially all of its assets or otherwise.



8. MISCELLANEOUS:




          a.      Waiver. The waiver by any party to this Agreement of a breach of any of the provisions of
this Agreement shall not constitute a waiver of any subsequent breach.




          b.      Severability. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision were omitted. This
Agreement shall be construed according to its fair meaning and not strictly for or against either
party.




          c.      Governing Law. This Agreement shall be governed by the law of the Commonwealth of Virginia,
without regard to its conflict of laws provisions. You hereby irrevocably consent to, and waive any
objection to the exercise of, personal jurisdiction by the state court located in Virginia with
respect to any action or proceeding arising out of this Agreement.




          d.      Complete Agreement. This letter supersedes any and all prior discussions and
understandings, whether written or oral, and represents the complete Agreement between the parties.
Please indicate your acceptance of the terms of this Agreement by signing this letter in the space
provided below and returning it to me as soon as possible.




	 	 	 	 	 
	 	Yours truly,

GLOBAL TELECOM & TECHNOLOGY, INC.

 	 
	 	By:  	 	 
	 	 	     D. Michael Keenan 	 
	 	 	     Chief Executive Officer 	 
	 



ACCEPTED:




	 	 	 	 	 
	Signature:

	 	 	 	 
	 

	 	 	 	 
	 

	 	     David Ballarini	 	 
	Date: