exv10w4



 






Exhibit 10.4




EXECUTION COPY




EMPLOYMENT AGREEMENT




          THIS AGREEMENT entered into as of the 14th day of January, 2004, by and between Broadview
Networks Holdings, Inc., a Delaware corporation, (the “Company”) and Terrence J. Anderson, an
individual (the “Executive”) (hereinafter collectively referred to as the “parties”).




          WHEREAS, the Company, BridgeCom Holdings, Inc., a Delaware corporation, (“BridgeCom”) and
certain other parties are parties to an Agreement and Plan of Merger (as the same may be amended or
otherwise modified from time to time, the “Merger Agreement”);




          WHEREAS, the Company is engaged in the business of providing
telecommunications, Internet and related products and services;




          WHEREAS, the Executive has heretofore been employed by the Company as its Executive Vice
President, Finance and, following the transactions contemplated by the Merger Agreement, the
Company desires to retain the services of the Executive on the terms set forth herein;




          WHEREAS, to the extent that the Executive and the Company have previously entered into any
agreements providing for severance arrangements or other terms of employment (each, a “Prior
Employment Agreement”), the Company and the Executive agree that this Agreement shall replace and
supersede each such Prior Employment Agreement and that no benefits or payments shall be due or
payable under any such Prior Employment Agreement;




          WHEREAS, in order to induce the Executive to remain in the employ of the Company, the Company
desires by this writing to set forth the continued employment relationship of the Executive with
the Company.




          NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein,
it is agreed as follows:




          1. Term. The initial term of employment under this Agreement shall be for the
period commencing on the Closing Date (as defined in the Merger Agreement), and ending on the
1st anniversary thereof; provided, however, that the term of this Agreement
shall be extended for one (1) year at the end of the initial term and on each anniversary
thereafter unless the Company shall have given written notice to the Executive at least sixty (60)
days prior thereto that the term of this Agreement shall not be so extended; and provided,
further, that if the Company does not extend the term of this Agreement following the
expiration of the initial term or any renewal term, the Executive shall be terminated following the
expiration of such initial term or renewal



 









 







term; and provided, further, that this Agreement shall not become effective
prior to eight (8) days following the execution by the Executive of a general release of, and
waiver of claims against, the Company and its subsidiaries, affiliates, directors, officers,
employees and agents in a form acceptable to the Company.




          
2. Employment. (a) The Executive shall be employed as the Executive
Vice President, Corporate Development of the Company or in such other capacity for the
Company and its subsidiaries and affiliates as may be mutually agreed to by the parties,
and shall provide such services to the Company and its subsidiaries and affiliates as the
Company may reasonably request. The Executive agrees to perform faithfully,
industriously, and to the best of the Executive’s ability, experience, and talents, all of the
duties, responsibilities and exercise the authority customarily performed, undertaken and
exercised by an employee situated in a similar position and to the reasonable satisfaction
of the Chief Executive Officer (the “CEO”) or the Board of Directors of the Company
(the “Board”). Subject to the following paragraph, such duties shall be provided at such
places as the needs, business, or opportunities of the Company and its subsidiaries and
affiliates may require from time to time.




               (b) The Executive shall arrange his affairs and lifestyle so that he can perform his duties
from the Company’s offices currently located in Newark, New Jersey or at office facilities at such
other locations approved by the CEO within a twenty (20) mile radius of the Company’s offices in
Newark, New Jersey (the “Newark 20-Mile Radius”).



               (c) Excluding periods of personal leave days to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during usual business hours to the
business and affairs of the Company to the extent necessary to discharge the responsibilities
assigned to the Executive hereunder.



          3. Base Salary. The Company agrees to pay or cause to be paid to the Executive during
the initial term of this Agreement and any subsequent renewal terms, a base salary at the rate of
$250,000 per annum or such other greater amount as the Board may from time to time determine
(hereinafter referred to as the “Base Salary”). Such Base Salary shall be payable in accordance
with the Company’s customary practices applicable to its executives.




          4. Annual Bonus. The Executive, at the time of execution of this Agreement, shall
receive a 2004 bonus in the amount equal to $75,000. Thereafter, the Board, in its sole discretion,
shall set the target(s) and cash bonus amount(s) for each fiscal year.




          5. Employee Benefits. The Executive shall be entitled to participate in all employee
benefit plans, practices and programs maintained by the Company and made




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available to employees generally. The Executive’s participation in such plans, practices and
programs shall be on the same basis and terms as are applicable to employees of the Company
generally.




          6. Executive Benefits. The Executive shall be entitled to participate in
all executive benefit, incentive compensation plans or equity compensation plans (to such
extent as shall be determined by the Board or committee thereof in its sole discretion and
provided such participation is in compliance with all state and federal laws) now maintained or
hereafter established by the Company for the purpose of providing compensation and/or benefits to
executives of the Company. Unless otherwise provided herein, the Executive’s participation in such
plans shall be on the same basis and terms as other similarly situated executives of the Company.
No additional compensation provided under any of such plans shall be deemed to modify or otherwise
affect the terms of this Agreement or any of the Executive’s entitlements hereunder.




          7. Expenses. The Executive shall be entitled to receive reimbursement of all
reasonably incurred expenses in connection with the performance of his duties hereunder or for
promoting, pursuing or otherwise furthering the business or interests of the Company, provided,
that, such expenses are in accordance with the Company’s policies and procedures.




          8. Personal Leave Days. The Executive shall be entitled to not less than four (4)
weeks of personal leave days per year, at such reasonable times as the Board shall in its
discretion permit.




         
 9. Termination by the Company. (a) The Executive’s employment hereunder may be
terminated by the Company for no reason or any reason, including under the following
circumstances:




                    (1) Disability. The Company may terminate the Executive’s employment after having
established the Executive’s Disability. For purposes of this Agreement, “Disability” means a
physical or mental infirmity which impairs the Executive’s ability to substantially perform his
duties under this Agreement and which continues for a total of at least ninety (90) days (exclusive
of personal leave days) in a one-hundred eighty (180) day period. The Executive shall be entitled
to the compensation and benefits provided for under this Agreement for any period during the term
of this Agreement and prior to the establishment of the Executive’s Disability during which the
Executive is unable to work due to a physical or mental infirmity.



                    (2) Cause. The Company may terminate the Executive’s employment for “Cause.” A
termination for Cause shall mean discharge by the Company by reason of the following: (i) the
Executive’s conviction of, or a plea of nolo contendere to, any act which constitutes a felony
offense under applicable law in



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connection with the performance
of the Executive’s obligations on behalf of the Company or
which affects the Executive’s ability to perform the Executive’s obligations as an employee of the
Company or under this Agreement or any non-competition agreement, confidentiality agreement or like
agreement or covenant between the Executive and the Company or which materially and adversely
affects the reputation and business activities of the Company; (ii) the Executive’s willful
misconduct in connection with the performance of the Executive’s duties and responsibilities as an
employee of the Company; (iii) the Executive’s commission of an act of embezzlement, fraud or
dishonesty which results in a loss, damage or injury to the Company; (iv) the Executive’s
substantial and continuing gross negligence in the performance of the Executive’s duties as an
employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of
any trade secret or confidential information of the Company which adversely affects the business of
the Company; provided, that any disclosure of any trade secret or confidential information of the
Company to a third party in the ordinary course of business who signs a confidentiality agreement
shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the
Executive fails to undertake and maintain treatment within five (5) days after requested in writing
by the Company; (vii) the Executive’s continuing material failure or refusal to perform the
Executive’s duties in accordance with the terms of this Agreement; provided, that discharge
pursuant to this subsection shall constitute discharge for Cause only if the Executive has first
received written notice from the President or CEO of the Company stating with specificity the
nature of such failure or refusal and, if requested by the Executive within ten (10) days
thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board; (viii)
the Executive breaches a material provision of this Agreement; or (ix) the Executive’s failure to
perform his duties at a location within the Newark 20-Mile Radius.




                         (b) Notice of Termination. Any purported termination by the Company or by the
Executive shall be communicated by a written Notice of Termination to the other party. For purposes
of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated. For purposes of this Agreement, no such purported termination of
employment shall be effective without such Notice of Termination.



                         (c) Termination Date, Etc. “Termination Date” shall mean (1) in the case of the
Executive’s death, his date of death, (2) in the case of the Company’s failure to extend the term
of this Agreement pursuant to Section 1, the date on which the initial or renewal term expired, or
(3) in all other cases, the date specified in the Notice of Termination subject to the following:



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                              (i) If the Executive’s employment is terminated by the Company for Cause or due to
Disability, the date specified in the Notice of Termination given to the Executive; and



                              (ii) If the Executive’s employment is terminated by the Executive, the date specified in
the Notice of Termination shall not be less than thirty (30) days nor more than forty-five (45)
days from the date the Notice of Termination is given to the Company.



         
 10. Termination by the Executive. (a) The Executive may terminate his
employment with the Company for no reason or for Good Reason, provided that the
Executive delivers his Notice of Termination with the Termination Date as set forth in
Section 9(b) and (c)(2).




               (b) Good Reason. The Executive may terminate employment for Good Reason if (1)
the Company materially reduces or diminishes (other than temporarily) the Executive’s authorities,
duties or responsibilities (other than a change to the Executive’s reporting requirements); or (2)
the Company requires the Executive to relocate his place of business beyond the Newark 20-Mile
Radius; or (3) in connection with a Company initiated relocation or an Executive initiated (if such
Executive initiated relocation is completed within eighteen (18) months of the Closing Date) of his
place of business to a corporate headquarters location, the Company does not agree to provide
adequate reimbursements, up to a maximum of $75,000, for costs associated with the relocation of
the Executive’s family and belongings, closing costs for the sale of the Executive’s existing home
(including brokerage commissions, real estate transfer taxes) and costs associated with the
Executive’s purchase of a new home (including brokerage commissions, real estate transfer taxes,
home search costs and packing and moving expenses); provided that the Executive delivers a written
notification specifying the Executive’s intention to terminate for Good Reason within thirty (30)
days of being notified by the Company of such material reduction or diminution in authority, duties
or responsibilities or such relocation.



          11. Compensation Upon Termination. Upon termination of the
Executive’s employment during the term of this Agreement, the Executive shall be
entitled to the following benefits:




               (a) If the Executive’s employment is terminated by the Company for Cause or Disability at
any time or by the Executive other than for Good Reason at any time after the timeframe
contemplated by Section 11 (c) has passed, or by reason of the Executive’s death, the Company shall
pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid
as of the Termination Date, including (1) Base Salary, (2) reimbursement for any and all monies
advanced or expenses incurred in connection with the Executive’s employment for reasonable and



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necessary expenses incurred by the Executive on
behalf of the Company for the period ending on the Termination Date, (3) vacation pay, (4) any unpaid bonuses or incentive compensation related
to the prior fiscal year and (5) any previous compensation which the Executive has previously
deferred (including any interest earned or credited thereon) (collectively, “Accrued
Compensation”). The Executive’s entitlement to any other compensation or benefits shall be
determined in accordance with the Company’s employee benefit plans and other applicable programs
and practices then in effect.




               (b) If the Executive’s employment by the Company shall be
terminated by the Company other than for Cause, death or Disability, or by the
Executive for Good Reason, or if the Company fails to extend the Agreement following the
expiration of the initial term or any subsequent renewal term, then the Executive shall be
entitled to the benefits provided below:



                    (1) the Company shall pay the Executive all Accrued Compensation; and



                    (2) provided that the Executive shall have executed a general release of, and waiver of
claims against, the Company and its subsidiaries, affiliates, directors, officers, employees and
agents in a form acceptable to the Company and that such release is effective, the Company shall
pay the Executive as severance pay and in lieu of any further salary for periods subsequent to the
Termination Date, an amount in cash equal to 100% of Base Salary.



               (c) If the Executive provides notice to terminate employment
other than for Good Reason at any time within six (6) months of the Closing Date, then
the Executive shall be entitled to the benefits provided below:



                    (1) the Company shall pay the Executive all Accrued
Compensation; and



      
              (2) if the Executive has
not requested and the Company
has not provided reimbursement for relocation expenses pursuant to Section 10(b), the
Executive, provided that he shall have executed a general release of, and waiver of
claims against, the Company and its subsidiaries, affiliates, directors, officers,
employees and agents in a form acceptable to the Company and that such release is
effective, shall be entitled to, and the Company shall pay to the Executive, as severance
pay and in lieu of any further salary for periods subsequent to the Termination Date, an
amount in cash equal to 75% of Base Salary.



               (d) The amounts provided for in Sections 11(a), 11(b)(1) and
11(c)(1) shall be paid within fifteen (15) business days after the Termination Date, the amounts
provided for in Section 11(b)(2) shall be paid ratably in accordance with the



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Company’s customary practices with respect to Base Salary over the twelve (12) month period
immediately following the Termination Date and the amounts provided for in Section
11(c)(2) shall be paid ratably in accordance with the Company’s customary
practices with respect to Base Salary over the nine (9) month period immediately
following the Termination Date.




               (e) The Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise and no such payment shall be offset
or reduced by the amount of any compensation or benefits provided to the Executive in any
subsequent employment.



          12. Employee Covenants.




               (a) Confidential Information. (1) The Executive hereby recognizes and
acknowledges that, in and as a result of the provision of services to the Company hereunder, he
will receive, and he previously has received, confidential and proprietary information of and
regarding the Company, its business activities and the business activities of the Company’s direct
and indirect subsidiaries and affiliates. Accordingly, as a material inducement for the Company to
enter into this Agreement and in consideration of Executive’s retention and the payment to the
Executive of the compensation herein, the Executive hereby agrees to hold in strictest confidence
and not to use for his own benefit or that of any third party or to intentionally or negligently
publish or disclose, directly or indirectly, in a manner which could be harmful to the Company or
its direct and indirect subsidiaries and affiliates, any “Confidential information.” For purposes
of this Agreement, intending that the term shall be broadly construed to include anything that may
be protected as a trade secret under applicable law, “Confidential Information” shall mean all
information, whether communicated in writing, electronically, orally or otherwise, and all
documents and other tangible materials which record information, relating to the operation,
financial status, business, product development, marketing/promotional activities, contractual
relationships with customers and suppliers, relationships with directors, officers and employees,
or internal policies and procedures of the Company and its direct and indirect subsidiaries, which
has been or is from time to time created or learned by, disclosed to or known by the Executive as a
consequence of his service to the Company and its direct and indirect subsidiaries, whether or not
pursuant to this Agreement.



                    (2) The restrictions on disclosure by the Executive of Confidential Information shall not
apply to (i) information which at the time of disclosure was generally available to the public;
(ii) information which is published or otherwise becomes available to the public through means
other than an act or omission of the Executive; or (iii) information which was previously known to
the Executive free of any obligation to keep it confidential. Notwithstanding anything to the
contrary herein, Executive may disclose Confidential Information (i) if required to do so by law,



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or (ii) if ordered to do so by a court or other governmental authority of competent jurisdiction;
provided, however, that the Executive shall, unless prohibited from so doing, provide the Company
prior written notice of any such mandated disclosure and afford the Company or its direct and
indirect subsidiaries an opportunity to contest the disclosure and to itself limit the extent of
the disclosure to the maximum extent practicable.



                    (3) Confidential Information disclosed to the Executive is and shall remain the property
of the Company and its direct and indirect subsidiaries. By disclosing Confidential Information to
the Executive, the Company and its direct and indirect subsidiaries do not relinquish any of their
proprietary rights and interests therein and hereby specifically reserve all such proprietary
rights and interests to said Confidential Information. The Executive shall return, or, subject to
applicable law, at the sole discretion of the Company, destroy, all Confidential Information and
all copies thereof, including, without limitation, written and electronic copies, as well as all
summaries, notes, memoranda, plans, records, reports, computer tapes, printouts and software or
other documents, materials or things containing Confidential Information, to the Company upon the
termination of this Agreement or promptly upon the written request of the Company or its direct
and indirect subsidiaries for any reason and at any other time.



               (b) Inventions and Patents. The Executive acknowledges that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings, reports and all
similar or related information (whether patentable or not) which relate to the actual or
anticipated business, research and development or existing or future products or services of the
Company and its direct and indirect subsidiaries and affiliates and which are conceived, developed
or made by him solely or jointly with others during the term of the Agreement (“Work Product”)
belong to the Company and its direct and indirect subsidiaries. The Executive shall promptly
disclose such Work Product to the Board and perform all actions reasonably requested by the Board
(whether during or after the term of the Agreement) to establish and confirm such ownership
(including, without limitation, assignments, powers of attorney and other instruments) without
additional compensation to the Executive.



               (c) Non-Competition. In consideration of the compensation to be paid to the Executive
hereunder, the Executive agrees that:




                    (1) during the period beginning on the Closing Date and ending on the date which
the Company ceases to make payments to the Executive pursuant to Section 11 of this
agreement following a Termination Date (the “Non-Competition Period”), he shall not,
whether individually or in his capacity as a director, officer, manager, member,
partner, shareholder, employee, consultant, agent or representative of or to a person



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or entity engage directly or indirectly in any business engaged in the provision of
the telecommunications services or other services provided by the Company or any of
its direct and indirect subsidiaries and affiliates as of the Closing Date or at any
time during the term of the Agreement in any state in which the Company or any of its
direct and indirect subsidiaries and downstream affiliates provided such services to
the extent such services in each such state accounted for greater than one percent
(1%) of the Company’s revenues; provided, however, that ownership of less than one
percent (1%) of the outstanding stock of any publicly-traded corporation shall not
be deemed to violate this subsection; and




                    (2) during the period starting on the Closing Date and ending on the second
anniversary of the Termination Date, the Executive shall not (i) whether individually
or in his capacity as a director, officer, manager, member, partner, shareholder,
employee, consultant, agent or representative of or to a person or entity, solicit or
otherwise endeavor to entice away, any person or entity who, during the term of the
Agreement and at any time during the six (6) months prior to the termination of the
Executive’s services hereunder, is or was an officer, employee, sales agent,
consultant, customer or supplier of the Company or its direct and indirect
subsidiaries and affiliates, or (ii) either directly or indirectly, alone or in
conjunction with another party, interfere with or harm, or attempt to interfere with
or harm, the relationship of the Company or its direct and indirect subsidiaries and
affiliates (including the termination of such relationship or causing the purchase of
services from a competitor) with any person or entity who, during the term of the
Agreement, and at any time during the six (6) months prior to the termination of the
Executive’s services hereunder, is or was a current or prospective employee, sales
agent, consultant, customer or supplier of the Company or its direct and indirect
subsidiaries and affiliates or otherwise had a business relationship with the Company
or its direct and indirect subsidiaries and affiliates other than the Executive’s
secretary/administrative assistant.



               (d) Nondisparagement; Cooperation. The Executive shall not, at any time during
his employment with the Company or thereafter, make any public or private statement to the news
media, to any Company competitor or client, or to any other individual or entity, if such statement
would disparage any of the Company, any of their respective businesses or any director or officer
of any of them or such businesses or would have a deleterious effect upon the interests of any of
such businesses or the stockholders or other owners of any of them; provided, however, that
the Executive shall not be in breach of this restriction if such statements consist solely of
private statements made to any officers, directors or employees of the Company by



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the Executive in the course of carrying out his duties pursuant to this Agreement or, to the
extent applicable, his duties as a director or officer; and provided further that nothing
contained in this Section 12(d) or in any other provision of this Agreement shall preclude the
Executive from making any statement in good faith that is required by law, regulation or order of
any court or regulatory commission, department or agency.




               (e) The parties hereto agree that the Company would suffer
irreparable harm from a breach by the Executive of any of the covenants or agreements
contained herein and that money damages would not be an adequate remedy for any
such breach. In the event of a breach or threatened breach by the Executive of any of
the provisions of this Section 12, the Company or its successors or assigns, in addition to
all other rights and remedies existing in its favor, shall be entitled to specific performance
and/or injunctive or other equitable relief from any court of competent jurisdiction in order
to enforce or prevent any violations of the provisions hereof without posting any bond or
other security.



               (f) The Executive recognizes, acknowledges and agrees that the terms and conditions of this
Section 12 are reasonable and properly required for the adequate protection of the Company’s
business, and do not preclude the Executive from pursuing the Executive’s livelihood.



               (g) If, at the time of enforcement of any of the provisions of this Section 12, a court holds
that the restrictions stated therein are unreasonable under the circumstances then existing, the
parties hereto agree that the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area.



               (h) The Executive agrees that the covenants made in Section 12 shall each be construed as
an agreement independent of any other provision of this Agreement and each shall survive any
order of a court of competent jurisdiction terminating any other provision of this Agreement.



          13. Entire Agreement. No agreement or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. This Agreement contains the complete agreement
between the parties hereto and supersedes any prior understandings, agreements or representations
by or between the parties, written or oral, which may have related to the subject matter hereof in
any way. The parties agree that neither the Company nor the Executive has any further obligations
under any Prior Employment Agreement and that the Executive shall not be entitled to any further
benefits under any Prior Employment Agreement, including, without limitation, any benefits with
respect to a termination of employment. The Executive agrees to release



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the Company from any claims the Executive may have regarding compensation or benefits
arising out of any Prior Employment Agreement.




          14. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Company and their affiliates, successors and assigns and shall
be binding upon and inure to the benefit of the Executive and his legal representatives and
assigns; provided that in no event shall the Executive’s obligations to perform future services for
the Company be delegated or transferred by the Executive without the prior written consent of the
Company (which consent may be withheld in their sole discretion). It is not the intent of the
parties that there be any third party beneficiaries of this Agreement, except as expressly
provided in this Agreement. The Company may assign or transfer its rights hereunder to any of its
affiliates or to a successor corporation in the event of merger, consolidation or transfer or sale
of all or substantially all of the assets of the Company.




          15. Amendment and Waiver. Any provision of this Agreement may be
amended, waived or terminated only in writing and signed by the Company and the
Executive. No waiver of any provision hereunder or any breach or default thereof shall extend
to or affect in any way any other provision or prior or subsequent breach or default. No
course of dealing between the parties shall be deemed to affect or to modify, amend or
discharge any provision or term of this Agreement. No delay on the part of the Company or the
Executive in the exercise of any of their respective rights or remedies shall operate as a
waiver thereof, and no single or partial exercise by the Company or the Executive of any such
right or remedy shall preclude other or further exercises thereof. A waiver of right or remedy
on any one occasion, or with regard to one provision, shall not
be construed as a bar to, or waiver of, any such right or remedy on any other occasion or
with regard to any other provision.




          16. Governing Law. All matters relating to the interpretation,
construction, validity and enforcement of this Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of laws of any
jurisdiction other than the State of New York.




          17. 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 is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement; provided, that if a court having competent jurisdiction shall
find that the covenant contained in Section 12 hereof is not reasonable, such court shall

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have the power to reduce the duration and/or geographic area and/or scope of such
covenant, and the covenant shall be enforceable in this reduced form.




          18. Jury Trial. Each of the parties hereto herby irrevocably waives all
rights to trial by jury in any action, proceeding or counterclaim arising out of or relating
to this Agreement.




          19. No Strict Construction. The language used in this Agreement shall be deemed to
be the language chosen by the parties hereto to express their mutual intent, and no rule of
strict construction shall be applied against any party.




          20. Notice. All notices, demands and other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given (a) when delivered by hand (with written confirmation of receipt), (b) three (3)
days after sent by e-mail (with such communication to be in PDF format), with electronic
confirmation of sending, provided that a copy is sent on the same day by registered mail, return
receipt requested, in each case to the appropriate mailing and e-mail addresses set forth below (or
to such other mailing and e-mail addresses as either party may designate by notice to the other
party in accordance with this provision), or (c) when actually delivered if sent by any other
method that results in delivery (with written confirmation of receipt):



Notices to the Company:



Broadview Networks Holdings, Inc.

115 Stevens Avenue, Third Floor

Valhalla, New York 10595

Attention:    General Counsel

Phone:          (914) 468-8214

Facsimile:     (914) 742-5818

Email:            chunter@bridgecom.com



with copies to:



MCG Capital Corporation

1100 Wilson Boulevard, Suite 3000

Arlington, Virginia 22209

Attention:    President, Investment Administration and General Counsel

Phone:          (703) 247-7500

Facsimile:     (703) 247-7545

Email:            srubenstein@mcgcapital.com





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Notices to Executive:



Terrence J. Anderson

8 Morris Drive

Princeton, New Jersey 08540

Phone:   609-333-1278

Cellular: 917-375-6811

Email:     tjanderson@broadviewnet.com




          21. Captions. The headings and captions used in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The
use of the word “including” herein means “including without limitation.”




       
   22. Counterparts. This Agreement may be executed in multiple counterparts, any one of
which need not contain the signatures of more than one party, but all such counterparts taken
together shall constitute one and the same instrument.




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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	COMPANY:



BROADVIEW NETWORKS HOLDINGS, INC.

 	 	 
	By:  	/s/ Brian Crotty
 	 	 
	 	Name:  	Brian Crotty 	 	 
	 	Its: 	President 	 	 
	 



	 	 	 	 	 
	THE EXECUTIVE

 	 	 
	/s/ Terrence J. Anderson
 	 	 
	Terrence J. Anderson 	 	 
	 	 	 
	 




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