exv10w1



 





Exhibit 10.1




AGREEMENT




     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 23rd day of August,
2007, by and between ACE*COMM Corporation, a Maryland corporation (the “Company”), having an
address at 704 Quince Orchard Road, Gaithersburg, Maryland 20878 and James Greenwell (the
“Executive”), currently residing at 11534 Hemingway Drive, Reston, VA 20191.



     WHEREAS, the Executive desires to enter into an agreement of employment with the Company in
accordance with the terms and conditions set forth herein; and



     WHEREAS, the Company desires to employ the Executive as its Chief Executive Officer and
President in accordance with the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto, intending legally to be bound, hereby agree as follows:




	1.	 	Term of Employment. The initial term of employment shall begin on the date set forth
above (the “Effective Date”) and shall continue in effect until the first anniversary of the
Effective Date (such period being the “Initial Term”). On the first anniversary of the
Effective Date and on subsequent anniversaries, the term of employment shall automatically
renew for successive one year periods, unless at least thirty (30) days prior to the end of
such renewal date either party hereto gives written notice to the other party of its intention
not to renew the term of employment. As provided below, this Agreement shall remain in effect
following a Change in Control. The Executive’s employment may be terminated at any time
during the Initial Term or during any renewal term solely in accordance with the terms and
conditions of Section 5 hereof.
	 
	2.	 	Duties.






	 	2.1	 	Position. The Company hereby employs the Executive in an executive
capacity with the title of Chief Executive Officer and President, and the Executive
hereby accepts such employment and undertakes and agrees to serve in such capacity. In
such capacity, the Executive shall have such powers, perform such duties and fulfill
such responsibilities typically associated with such positions in other publicly held
companies. The Executive shall devote substantially all of his working time and
efforts to the performance of his duties hereunder. The Executive shall report
directly to the Board of Directors (the “Board”) of the Company and have the authority
to hire and discharge any employee within his area of responsibility.
	 
	 	2.2	 	Limitation on Other Employment. During the term of his employment
hereunder, the Executive will not engage in any other occupation for gain, profit or
pecuniary advantage, without the consent of the Board of Directors of the Company;
provided, however, that this limitation shall not be construed as preventing him from
(a) serving on the board of directors of any corporation not directly competitive with
the Company (provided that the Executive has obtained the approval of the Board prior
to commencing such service), and (b) investing or




 









 






	 	 	 	trading in securities or other forms of investment, in each case so long as such
activities do not materially interfere with the performance of his duties hereunder
and such investments do not represent the ownership of 5% or more of the capital
stock of publicly traded entities.






	3.	 	Compensation.






	 	3.1	 	Base Salary. In consideration of the services rendered hereunder, the
Company shall pay the Executive during the Initial Term of this Agreement a base salary
at the rate of Two Hundred Fifty Thousand ($250,000) per annum or such higher rate as
the Board may in their discretion determine (“Base Salary”), which amount will be
payable to him in bi-weekly installments (or at such intervals as other salaried
employees of the Company are paid). The amount of the Executive’s Base Salary shall be
reviewed annually by the Board but shall not be reduced without written consent of the
Executive.
	 
	 	3.2	 	Incentive Compensation.






	 	(a)	 	The Executive will be eligible to participate in the ACE*COMM
Incentive Compensation Plan (“ICP”) at a level commensurate with his position.
Specific annual entitlements to bonus awards shall be predicated on the
Executive’s performance and subject to the Company achieving its operating
targets, consistent with the rules set forth in the ICP.
	 
	 	(b)	 	The Executive shall participate in all other Bonus, Long-Term
Capital Accumulation and/or Stock-Based Programs that the Company may adopt
from time to time for senior executives.






	4.	 	Benefits.






	 	4.1	 	Benefit Program. The Executive will be eligible to participate in the
group insurance plans (“Insurance Plans”), retirement plans, and other benefits plans
and arrangements (such retirement and other benefit plans and arrangements, together
with the Insurance Plans, the “Benefit Program”) available to executives of the
Company, as such plans may be or have been adopted from time to time in the Company’s
discretion. Nothing in this Agreement shall affect the Company’s right to change
insurance carriers and to adopt, amend, or terminate such plans and arrangements at any
time. The Company will provide to the Executive the specific benefits listed on
Schedule A hereto.
	 
	 	4.2	 	Employee Time Off. Employee Time Off will be provided as customary for
executives when necessary and convenient for both ACE*COMM and the Executive; and no
Employee Time Off will be accrued or paid out at any time.
	 
	 	4.3	 	Automobile Allowance. In accordance with Company policy as established
from time to time, the Company will provide the Executive with a monthly automobile
allowance at a rate mutually agreed upon by Executive and the Board.





 









 






	 	4.4	 	Expense Reimbursement. In accordance with the policies and procedures
which may be adopted from time to time by the Company and upon presentation by the
Executive of sufficient documentation and substantiation of such expenses, the Company
will reimburse the Executive for his ordinary and customary business expenses incurred
in the performance of his duties hereunder.






	5.	 	Termination.






	 	5.1	 	Termination by the Company for Cause.






	 	(a)	 	Definition. The Company may terminate the Executive’s
employment hereunder for “Cause” which shall be limited to:






	 	(i)	 	Neglect or dereliction in the performance of
the Executive’s duties or other similar misconduct by him and the
failure to cure such situation within ten (10) days after receipt of a
notice thereof from the Board of Directors,
	 
	 	(ii)	 	The Executive’s engaging in conduct which has
caused material injury to the Company, monetary or otherwise, as
determined by the Board of Directors,
	 
	 	(iii)	 	The Executive’s engaging in conduct
constituting a breach of fiduciary duty to the Company, or the
Executive’s commission of an act of dishonesty, disloyalty, or fraud
with respect to the Company,
	 
	 	(iv)	 	The Executive’s breach of this Agreement,
	 
	 	(v)	 	The Executive’s material violation of the code
of conduct adopted by the Board of Directors or any other written
Company policy of similar significance, or
	 
	 	(vi)	 	The Executive’s conviction of, or plea of
guilty or nolo contendere to, any felony or any crime which involves
the property of the Company or dishonesty, disloyalty, or fraud with
respect to the Company.






	 	(b)	 	Compensation upon Termination for Cause. Upon the
termination of the Executive’s employment for Cause, the Company shall pay the
Executive his Base Salary and prorated target incentive compensation, if any,
and shall permit his continued participation in the Benefit Program through the
effective date of such termination.






	 	5.2	 	Termination for Disability or Death.






	 	(a)	 	Disability. The Company may terminate the Executive’s
employment hereunder in the event of the Executive’s permanent disability. For
the




 









 






	 	 	 	purposes of this Agreement, permanent disability shall mean the Executive’s
inability, whether mental or physical, to perform the regular duties of his
employment on a full-time continuous basis for six (6) consecutive months
(the “Disability Period”). If a policy of disability insurance maintained
by the Company is in effect insuring the Executive, then in no event shall
Executive be deemed to be disabled until he is determined to be entitled to
receive disability income payments pursuant to such disability policy.
During the Disability Period the Company shall (i) pay the Executive his
full Base Salary then in effect, as well as any ICP benefit to which he
would otherwise be entitled, reduced by any amounts which he actually
received under any disability plan maintained by the Company during the
Disability Period, and (ii) shall continue his participation in the Benefit
Program subject to the terms and conditions of the plans and arrangements.
The Company shall notify the Executive in writing of its determination that
he has a permanent disability. If the Executive disputes the Company’s
determination that he has a permanent disability, then the question shall be
decided by a panel of three physicians, one to be designated by the Company,
one by the Executive and one by the first two so designated. The
determination of the panel shall be final and binding upon the parties with
costs of the panel to be paid by the Company.






	 	(b)	 	Death. The Executive’s employment hereunder will
terminate upon the Executive’s death without any further notice or action
required by the Company.
	 
	 	(c)	 	Compensation Upon Termination For Disability or Death.






	 	(i)	 	If the Company terminates the Executive’s
employment due to permanent disability, pursuant to Subsection 5.2(a)
herein, the Company shall pay the Executive his monthly Base Salary
then in effect for one (1) year after his termination, reduced by any
amounts which he actually receives under any disability plan maintained
by the Company and shall pay the Executive when due, a pro-rata portion
of the bonus determined pursuant to (iii) below corresponding to the
period of his active employment during the termination year.
	 
	 	(ii)	 	If the Executive’s employment is terminated due
to his death, pursuant to Subsection 5.2(b) herein, the Company shall
pay the Executive’s estate or designated beneficiary (A) the
Executive’s Base Salary and any other amounts due or earned through the
date of death, (B) until the end of the fiscal year in which the date
of death occurred, or, if greater, for three months following the date
of death, the Executive’s Base Salary as in effect (offset by any
proceeds paid to the Executive from any Company-maintained life
insurance policy), and (C) a pro-rata portion of the bonus




 









 






	 	 	 	determined pursuant to (iii) below corresponding to the period of his
employment during the termination year.
	 
	 	(iii)	 	For purposes of determining the bonus payable
in the year of termination, the Company shall pay a bonus equal to the
amount of the current year’s target bonus which could have been paid to
Executive for the year of termination, pro-rated for the period of his
employment during the termination year.






	 	(d)	 	Insurance Plans upon Termination for Death or
Disability.






	 	(i)	 	If the Company terminates the Executive’s
employment due to his permanent disability, pursuant to Subsection
5.2(a) herein, the Company shall continue to provide him and his
dependents coverage under the Insurance Plans, at his option, for the
longer of one year or the period required by applicable law. The
Company shall provide such coverage at its expense (except with respect
to those costs for which the Executive was responsible prior to the
termination of employment).
	 
	 	(ii)	 	If the Executive’s employment is terminated due
to his death, pursuant to Subsection 5.2(b) herein, the Company shall
continue to provide the Executive’s dependents medical insurance
coverage, at their option, for the longer of one (1) year after his
death or the period required by applicable law. The Company shall
provide such coverage at its expense (except for those costs for which
the Executive was responsible prior to his death).
	 
	 	(iii)	 	In the event the continued coverage
contemplated by Subsections 5.2(d)(i) and (ii) is not permitted by the
Insurance Plans, then the Company for the period specified above will
instead pay the Executive or the Executive’s dependents (in the event
of the Executive’s death) the monetary value of the premium(s) that it
would have paid on the Executive’s behalf if such continued coverage
were permitted.






	 	5.3	 	Termination By The Executive.






	 	(a)	 	Good Reason. The Executive may terminate his
employment hereunder for “Good Reason,” which shall be limited to: (i) the
failure by the Company (or its stockholders as the case may be) to elect or
reelect or to appoint or reappoint the Executive to the offices of Chief
Executive Officer and President (ii) the occurrence, without the written
consent of the Executive, of an event constituting a material breach of this
Agreement by the Company, or (iii) a Change in Control (as defined in Section
5.3(c) herein) and any one of the following events occurring within one (1)
year after such Change in Control:




 









 












	 	(A)	 	the assignment to the Executive of any material
duties inconsistent with the Executive’s then status as an executive
officer of the Company or a substantial adverse alteration in the
nature of the Executive’s responsibilities from those in effect
immediately prior to the Change in Control;






	 	(B)	 	a reduction by the Company in the Executive’s
Base Salary as in effect immediately prior to the Change in Control;






	 	(C)	 	a reduction in the aggregate percentage upon
which the Executive’s Incentive Compensation is determined unless
equivalent reductions are made generally for other executives of the
Company;






	 	(D)	 	the relocation of Executive’s principal place
of employment, without his consent, to a location more than twenty (20)
miles from the place of such employment immediately prior to the Change
in Control;






	 	(E)	 	The failure by the Company to provide the
Executive with benefits substantially similar to those enjoyed by the
Executive under the Benefit Program immediately prior to the Change in
Control, any action by the Company which materially reduces the Benefit
Program (other than general reductions that are applicable to other
executives too), or the failure by the Company to provide the Executive
with paid Employee Time Off as provided to Executive immediately prior
to Change in Control;






	 	(F)	 	The failure of a successor to the Company to
expressly assume and agree to perform this Agreement pursuant to
Section 5.5 herein.






	 	 	 	The Executive understands and agrees that none of the foregoing events shall
constitute Good Reason unless and until the Executive provides written
notice to the Company identifying the asserted grounds for Good Reason and
such notice is provided to the Company within ninety (90) days of such
event. The Executive further understands and agrees that the events
described above shall not constitute Good Reason unless and until the
Company fails to cure such asserted grounds for Good Reason within twenty
(20) days of its receipt of such notice from the Executive.
	 
	 	(b)	 	Compensation and Benefits upon Termination By The
Executive.






	 	(i)	 	In the event of a termination of this Agreement
by the Executive without Good Reason, the Company shall pay him his
Base Salary and the prorated portion of the target bonus, if any,
determined pursuant to Section 5.2(c)(iii) and shall permit his
continued participation in the Benefit Program through the effective
date of such termination.




 









 












	 	(ii)	 	If the Executive terminates his employment
hereunder for Good Reason, (A) if there has not occurred a Change in
Control, the Company shall also pay him a severance payment equal to
twelve (12) months of his Base Salary then in effect (paid as salary
continuation for the twelve months following the notice of
termination), plus the pro-rata portion of the target bonus determined
pursuant to Section 5.2(c)(iii); (B) if there has occurred a Change in
Control, the Company shall pay him a severance payment in a lump sum
equal to the sum of the target bonus plus 200% of his annual Base
Salary then in effect, and (C) in either case, the Executive’s
employment shall be deemed to continue for the balance of the term
identified in Section 1 above for purposes of determining his
participation in the Company’s medical and dental insurance plans;
provided, however, that if such participation by him after termination
of employment is not permitted under such plans, the Company will
instead pay the Executive the monetary value of the premium(s) that it
would have paid on the Executive’s behalf if such continued coverage
were permitted. The Company will pay the total costs of the
Executive’s participation in such plans or the equivalent thereof. If
during the period the Executive would have received an automobile
allowance, the Company shall pay him a lump sum pro-rata portion of the
allowance, equal to the amount it would have paid had employment
continued under the current term of the Agreement. The Executive also
will be provided out-placement assistance utilizing a consultation
service designated and paid for by the Company. Furthermore, all stock
options granted to Executive shall immediately vest and be exercisable
for a period of 12 months following termination. .






	 	(c)	 	Definition of Change in Control. A “Change in Control”
shall mean the occurrence of an event set forth in any one of the following
paragraphs:






	 	(i)	 	any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities
acquired directly from the Company or its affiliates) representing 20%
or more of the combined voting power of the Company’s then outstanding
securities, excluding any Person who becomes such Beneficial Owner in
connection with a transaction described in clause (A) of paragraph
(iii) below and excluding a transaction whereby a person becomes the
Beneficial Owner of 20% or more of the combined voting power of the
Company’s then outstanding securities, but such transaction does not
transfer the power to control the management or the policies of the
Company; or




 









 












	 	(ii)	 	the following individuals cease for any reason
to constitute a majority of the number of directors then serving:
individuals who, on the Effective Date, constitute the Board and any
new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company’s stockholders was
approved or recommended by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on the
Effective Date or whose appointment, election or nomination for
election was previously so approved or recommended; or






	 	(iii)	 	there is consummated a merger or consolidation
of the Company or any direct or indirect subsidiary of the company with
any other corporation, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof) at
least 60% of the combined voting power of the securities of the Company
or such surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in
the securities Beneficially Owned by such Person any securities
acquired directly from the Company or its Affiliates other than in
connection with the acquisition by the Company or its Affiliates of a
business) representing 20% ore more of the combined voting power of the
Company’s then outstanding securities; or






	 	(iv)	 	the stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company’s assets, other than a sale or
disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least 60% of the combined voting power of the
voting securities of which are owned by the stockholders of the Company
in substantially the same proportions as their ownership of the Company
immediately prior to such sale.






	 	 	 	For purposes of this Section 5.3(c), the following definitions shall apply: “Person” shall
have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended
(the “Act”), as modified and used in Section 13(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other




 









 






	 	fiduciary holding securities under an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of
such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock of the
Company. “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Act.
“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of
the Act.






	 	5.4	 	Termination by the Company other than for Cause.






	 	(a)	 	Compensation Upon Termination by the Company other than for
Cause. If the Company terminates the Executive’s employment hereunder
without “Cause,” the Company shall pay the Executive a severance payment equal
to twelve (12) months of his Base Salary then in effect (paid as salary
continuation for the twelve months following the notice of termination), plus
the pro-rata portion of the target bonus determined pursuant to Section
5.2(c)(iii).
	 
	 	(b)	 	Benefits Upon Termination by the Company other than for
Cause. If the Company terminates the Executive’s employment hereunder
without “Cause,” the Executive’s employment shall be deemed to continue for the
balance of the term identified in Section 1 above for purposes of determining
his participation in the Company’s medical and dental insurance plans;
provided, however, that if such participation by him after termination of
employment is not permitted under such plans, the Company will pay for
equivalent coverage. The Company will pay the total costs of the Executive’s
participation in such plans or the equivalent thereof. If during the period
the Executive would have received an automobile allowance, the Company shall
pay him a lump sum pro-rata portion of the allowance, equal to the amount it
would have paid had employment continued under the current term of the
Agreement. The Executive also will be provided out-placement assistance
utilizing a consultation service designated and paid for by the Company.
Furthermore, all stock options granted to Executive shall immediately vest and
be exercisable for a period of 12 months following termination.






	 	5.5	 	Successor. The Company, or any entity which controls the Company,
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business assets of the
Company by written agreement expressly to assume and agree to perform this Agreement in
the same manner and to the same extent as the Company would be required to perform if
no such succession had occurred. As used in this Agreement, “Company” shall mean the
Company as defined above and any successor to all or substantially all of its business
or assets which becomes bound by all of the terms and conditions of this Agreement.






	 	5.6	 	Requirement of a General Release. The Executive agrees that, as a
condition to receiving the compensation and benefits described in Sections 5.3(b),
5.4(a), or




 









 






	 	 	 	5.4(b), the Executive will first execute a general release of claims in a form
acceptable to the Employer. The compensation and benefits shall begin within ten
(10) business days following the later of the Company’s receipt of the general
release of claims or the expiration of the revocation period (to the extent that
there is a revocation period) without the general release of claims being revoked by
the Executive.






	6.	 	Restrictions.






	 	6.1	 	Confidential Information. The Executive agrees that during and after
the period of his employment he will not, without authorization from the Company,
divulge, disclose or otherwise communicate to any person or company any confidential or
proprietary information pertaining to the Company’s business, functions or operations,
products, services, plans strategies, financial performance, customers, employees, or
contracts (collectively, “Confidential Information”), except in connection with the
discharge of his duties hereunder, or pursuant to the order of a court of competent
jurisdiction. The Executive and the Company agree that the term “Confidential
Information” shall have the broadest possible meaning permitted by law and shall
include any and all information described in the Company’s standard confidentiality
agreement with employees. The Executive further agrees that, upon termination of his
employment with the Company for any reason, he will promptly return to the Company all
books and records of or pertaining to the Company’s business, and all other property
belonging to the Company which is in his custody or possession.






	 	6.2	 	Non-Compete. During his employment by the Company and for twelve (12)
months thereafter regardless of how his employment ends, subject to Section 2.2 above,
the Executive shall not anywhere in the United States or in any other country in which
the Company markets or sells its products or services: (i) solicit or encourage any
client or customer of the Company to terminate, reduce or alter in a manner adverse to
the Company any existing business arrangements with it; (ii) provide services to any
entity as an employee, consultant, contractor, partner, director, officer, agent, or
contractor if the entity competes with the Company by engaging in the Business and the
services to be provided by the Executive are substantially similar to or otherwise
competitive with those previously provided by the Executive to the Company; or (iii)
own an interest in any entity that competes with the Company by engaging in the
Business, provided, however, that the Executive may own, as a passive investor,
securities of any such entity that has outstanding publicly traded securities so long
as the Executive’s direct holdings in any such entity shall not in the aggregate
constitute more than 5% of the voting power of such entity. For the purposes of
Section 6.2, the “Business” shall mean the matters described in the Company’s Annual
Report on Form 10-K filed immediately prior to the end of the Executive’s employment,
and the entities that “compete with the Company” shall include without limitation those
companies listed as competing with the Company in the Company’s Annual Report on Form
10-K filed immediately prior to the end of the Executive’s employment. Without the
prior written approval of the Board, the Executive further agrees that during the
twelve (12) month period following the termination




 









 






	 	 	 	of his employment for any reason, he will not solicit for employment any employee of
the Company or any person who was employed by the Company within three (3) months of
such solicitation. It is further agreed and understood that the Executive shall not
engage in any conduct or communication which shall disparage the Company or
interfere with its current or prospective business relationships.






	 	6.3	 	Cause of Action. The parties hereby declare that the rights of the
Company are of a unique nature, the loss of which may cause irreparable harm, and it
may be impossible to measure in money the damages which will accrue to the Company by
reason of the loss of such rights or a failure by the Executive to perform or adhere to
any of the obligations under Sections 6.1 or 6.2 hereof. The Executive expressly
acknowledges that remedies at law alone will be inadequate to compensate the Company
for any breach or violation of any of the provisions of Sections 6.1 or 6.2 hereof, and
that the Company, in addition to all other remedies hereunder or thereunder, shall be
entitled, as a matter of right, to seek injunctive relief, including specific
performance, with respect to any such breach of violation, in any court of competent
jurisdiction.






	 	6.4	 	Modification/Severability. If any of the restrictions contained in
Section 6 are determined by any court of competent jurisdiction or other adjudicator to
be unenforceable by reason of their extending for too great a period of time or over
too great a geographical area or by reason of their being too extensive in any other
respect, then the Executive and the Company agree that the court or adjudicator shall
interpret and modify such restriction(s) to be effective for the maximum period of time
for which it/they may be enforceable and over the maximum geographical area as to which
it/they may be enforceable and to the maximum extent in all other respects as to which
it/they may be enforceable. The Executive and the Company further agree that such
modified restriction(s) shall be enforced by the court or adjudicator. In the event
that modification is not possible, then the Executive and the Company agree that,
because each of the Executive’s obligations in Section 6 is a separate and independent
covenant, any unenforceable obligation shall be severed and all remaining obligations
shall be enforced.






	7.	 	Legal Matters.






	 	7.1	 	Resolutions of Conflict. Other than for any claims or causes of action
which, in whole or in part, assert any violation by the Executive of Section 6, any and
all disputes, claims and controversies between the parties hereto concerning the
validity, interpretation, performance, termination or breach of this Agreement, which
cannot be resolved by the parties within ninety (90) days after such dispute, claim or
controversy arises shall, at the option of either party, be referred to and finally
settled by arbitration. Such arbitration shall be initiated by the initiating party
giving notice (the “Arbitration Notice”) to the other party (the “Respondent”) that it
intends to submit such dispute, claim or controversy to arbitration. Each party shall,
within thirty (30) days of the date of the Arbitration Notice is received by the
Respondent, designate a person who is approved as an




 









 












	 	 	 	American Arbitration Association arbitrator to act as an arbitrator, if either party
fails to designate a person to Act as an arbitrator within the time specified herein
the arbitration shall be conducted by the sole designated arbitrator. The two
arbitrators appointed by the parties shall, within thirty (30) days after their
designation appoint a third arbitrator who shall act as presiding arbitrator (the
“Presiding Arbitrator”). If the two arbitrators designated by the parties are
unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be
appointed according to the rules of the American Arbitration Association as in
effect on the date the notice of submission to arbitration is given (the “Rules”).
	 
	 	 	 	Such arbitration shall be held in the Gaithersburg, Maryland area in accordance with
the Rules except as otherwise expressly provided herein. The arbitrators shall, by
majority vote, render a written decision stating reasons therefore in reasonable
detail within three (3) months after the appointment of all the arbitrators. Each
party shall bear its own costs and attorneys fees. All other costs and expenses of
arbitration shall be apportioned between the parties by the arbitrators. The award
of the arbitrators shall be final and binding, and judgment thereon may be rendered
by any court having jurisdiction thereof, or application may be made to such court
for the judicial acceptance of the award and an order of enforcement as the case may
be.






	 	7.2	 	Notices. All notices, requests, consents and other communications,
required or permitted to be given hereunder, shall be in writing and shall be deemed to
have been duly given if delivered personally or mailed first class, postage prepaid, by
registered or certified mail, addressed to either party at the address first written
above (or to such other address as either party shall designate by notice in writing to
the other party in accordance herewith).






	8.	 	Miscellaneous.






	 	8.1	 	Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Maryland applicable to agreements
made and to be performed within Maryland, without regard to the principles of conflict
of laws.
	 
	 	8.2	 	Headings. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.
	 
	 	8.3	 	Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and from and after
the date hereof supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof provided, however, that the
benefits conferred under this Agreement are in addition to, and not in lieu of, any and
all benefits conferred under plans and arrangements currently in effect for the
Executive.





 









 





	 	8.4	 	Assignment. This Agreement is binding upon and shall inure to the
benefits of the Executive and his estate, but the Executive’s rights and obligations
hereunder may not be assigned or pledged by him.
	 
	 	8.5	 	Modification. This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms or covenants hereof may be waived, only by
written instrument executed by both of the parties hereto or in the case of a waiver,
by the party waiving compliance.
	 
	 	8.6	 	Section 162(m). In the event compensation payable to the Executive
hereunder in any single tax year would result in the non-deductibility of a portion of
such compensation by the Company solely by reason of Section 162(m) of the Internal
Revenue Code of 1986, as amended, then, and in such event, the Company shall be
permitted to defer payment of such non-deductible amount to the Executive to be paid to
him on the first day of the succeeding tax year of the Company.




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement with legal and
binding effect as of the day and year first above written.




	 	 	 	 	 
	 

	 	ACE*COMM CORPORATION	 	 
	 
	 	 	 	 
	 
	 	/s/ George T. Jimenez	 	 
	 

	 	 

By: George T. Jimenez, Chairman
	 	 
	 
	 	 	 	 
	 

	 	THE EXECUTIVE	 	 
	 
	 	 	 	 
	 
	 	/s/ James Greenwell	 	 
	 

	 	 

James Greenwell
	 	 






 









 





SCHEDULE A




	 	 	 
	Group Plans	 	Benefit
	 	 	 
	ACE*COMM Group Medical Plan

	 	Varies
	ACE*COMM Group Life Insurance Plan

	 	Two times annual salary
	ACE*COMM Group Short-Term Disability Plan

	 	70% of weekly earnings after 14
Days, continuing up to 11 weeks.
Maximum weekly benefit is
$1,000, with reduction in
benefit depending on age at time
of disability.
	ACE*COMM Group Long-Term Disability Plan

	 	60% of monthly earnings after 90
days. Maximum monthly benefit
is $10,000, with reduction in
benefit depending on age at time
of disability. Benefit is
reduced at retirement age.






Executive Plans/Benefits



Incentive Compensation Plan

Amended and Restated Omnibus Stock Plan