On
October 19, 2007, the Company entered into an employment agreement with James
C.
Forbes with respect to the terms and conditions of his employment as Chief
Executive Officer. On the same date Mr. Forbes was elected as a member of
the
Board of Directors of the Company. These appointments will take effect on
October 29, 2007.
Mr.
Forbes will report to the Board of Directors of the Company. His duties,
functions, responsibilities and authority, including those reasonably required
by the Board of Directors of the Company, will be those as are reasonable
and
customary for a person serving as chief executive officer of an enterprise
comparable to the Company. In particular, Mr. Forbes will be
responsible for the operations, financial affairs and sales development of
the
Company. Mr. Forbes has over 20 years of sales, operational
execution and strategic planning experience in various executive roles with
both
large well established and start-up technology-based companies, particularly
building and managing highly competitive Internet and telecom service providers
in the U.S. and globally.
From
1997-2006,
Mr. Forbes
served as Corporate Vice President and other senior executive positions of
$3
billion global IP provider Equant, NV (France Telecom). He directed
the successful go-to-market technology partnerships with Cisco and Nortel
worldwide, managed Equant’s $700 million strategic customer, led its largest and
fastest growing $450 million IP Line of Business, developed several industry
leading IP services, and was President of the Americas.
Prior
to
joining Equant, NV, Mr. Forbes was President from 1996 to 1997 of Cable &
Wireless, Inc.’s turnaround operation in Hawaii. From 1994 to 1996,
Mr. Forbes was Vice President and General Manager of MFS
Intelenet,
Inc.’s startup operation in Georgia. Mr. Forbes was on the Board of
Directors for broadband Internet provider STSN, Inc. (Salt Lake City,
Utah). He is presently on the Advisory Board of sports and
entertainment management firm Ten Events Asia, Ltd. (Shanghai,
China). From 1983 to 1994 Mr. Forbes started his professional career
at MCI Communications, the second largest telecommunications company in the
U.S., in a progressive series of sales, marketing, and management roles in
the
U.S., including General Manager of Puerto Rico, where he built one of MCI’s
Communications’ largest international operations.
Mr.
Forbes holds a BA in Communications from the University of Georgia and acted
as
a mentor and guest lecturer to International MBA students at Georgia State
University. Mr. Forbes served in the U.S. Air Force Reserve, and he
received an Honorable Discharge. Mr. Forbes has conducted numerous media
interviews, press releases, and participated in many industry conference
presentations throughout the U.S., Europe, and Asia, including testifying
in
State Senate hearings on the benefits of competition for MFS
Intelenet,
Inc. and MCI Communications.
Pursuant
to the terms of the Executive Employment Agreement made between Mr. Forbes
and
the Company, the Company shall pay Mr. Forbes a base salary of $200,000 per
year. Mr. Forbes will also be eligible to receive a quarterly
incentive bonus of up to $12,500 each quarter and an annual incentive bonus
of
up to $50,000 each year. The bonus is payable in respect of his
services to the Company based on the achievement of revenue, operating profit,
and operating metric objectives as determined by the Board of Directors of
the
Company. In addition, Mr. Forbes will receive a monthly $750
transportation allowance and a one time commencement bonus of $20,000 paid
in
quarterly installments. On October 29, 2007, the Company will grant
Mr. Forbes an initial option to purchase 5,000,000 shares of Company common
stock at an exercise price of $0.02 per share with a contractual life of
four
years and the options will vest and will become exercisable at the rate of
1,250,000 per year during the four year period. In addition, if the
Company exceeds its performance milestones during its first year of operations
under Mr. Forbes tenure as CEO as determined by the Board of the Company,
then
the Company will grant Mr. Forbes an option to purchase an additional 5,000,000
shares (subject to appropriate capitalization adjustments) of the Company’s
common stock at an exercise price of Two Cents ($0.02) per share with a
contractual life of four years (the “
Performance Option
”). The
Performance Option will be granted within two (2) weeks of the Company’s filing
of its Annual Report on Form 10-K for the applicable fiscal year. The
Performance Option will vest and be exercisable at the rate of 1,250,000
per
year at the end of each year of the four year period. The Executive
Employment Agreement is attached hereto as
exhibit
10.
46
.