Employment Agreement - Webhelp.com Inc. and Hugh Cumming


                              EMPLOYMENT AGREEMENT         THIS AGREEMENT is entered into this 29th day of December, 1999, by andbetween Webhelp.com., Inc. a Delaware corporation with its primary offices atOne Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Company), andHugh Cumming, an individual residing in Ontario, Canada (the "Employee").1.       EMPLOYMENT RELATIONSHIP.Employee is hereby employed in the capacity of Chief Technology Officer untilthe termination of his employment pursuant to Section 3 hereof. Employee willfaithfully, fully, and to the best of his ability, experience and talent performand render such services and perform such duties for Company as Chief TechnologyOfficer as the Chief Executive Officer of the Company shall direct. Employeewill devote his full business time, attention, knowledge and skill solely to thebusiness of the Company and will not engage in any other business activities forcompensation or profit.2.       COMPENSATION (US Dollars)     2.1. As compensation for the performance of his duties, Employee will          receive a salary at an annual rate of $170,000 payable in accordance          with the Company's normal pay practices for a salaried employee.     2.2. Employee shall receive an annual guaranteed bonus of $30,000, payable          at the rate of $2,500 per month. Such amount shall be payable monthly          on the Company's first normal pay date of each month, the first month          of employment, and shall continue so long as the Employee remains          employed hereunder.     2.3. Employee shall be eligible for an incentive performance bonus for each          calendar year of his employment, with such bonus for 1999, if any,          prorated to reflect the number of days Employee is employed during          such year.     2.4. Employee will be entitled to participate in all fringe benefit          programs now or hereafter made available to other salaried employees          of the Company. A summary of benefits currently in effect is attached          or has been previously provided to Employee. Employee shall be          entitled to up to four (4) weeks of paid vacation per year.     2.5. Company will reimburse Employee for all travel and business expenses          incurred by him which are reasonable and necessary for carrying on the          business of the Company. Expenses will be reimbursed after          presentation by Employee of an itemized account of such expenses in          form and substance satisfactory to the Company, and Company's          determination that such expenditures were reasonable, ordinary and          necessary.3.  TERMINATION BY COMPANY OR BY EMPLOYEE     3.1. Company may terminate Employee's employment at any time, with or          without cause. If Employee is terminated by Company other than for          "Cause" (as                                                                               2          defined hereinafter), he shall be entitled to receive salary          continuously for the lesser of twelve (12) months or until he is          gainfully employed.     3.2. For purposes of this Agreement, termination for "Cause" (as defined          hereinafter) is defined as (i) willful and continued failure by          Employee to perform his duties as Chief Technology Officer of the          Company; (ii) gross misconduct of Employee which is injurious to the          Company; (iii) a material breach by the Employee of his obligations          under Section 4 of this Agreement which is reasonably believed by the          Company to have caused, or to be likely to cause, material harm to the          Company, or (iv) conviction of felony. Each of 3.2 (i) and (ii) shall          be deemed to exist provided the Company has provided written notice to          the Employee setting forth the perceived performance deficiencies and          the steps needed to remedy those deficiencies and the Employee has          failed to take immediate steps to remedy such deficiencies. If the          Employee is terminated for Cause, no further salary, bonus, incentive          performance bonus, or other compensation will be payable under this          Agreement except for any amount of base salary and bonus which has          accrued but not been paid prior to the date of termination. 3.3.          Employee may terminate his employment at any time with or without          "Good Reason" as defined in Section 3.4. If the Employee terminates          other than for "Good Reason," no further salary, bonus, incentive          performance bonus, or other compensation will be payable under this          Agreement except for any amount of base salary and bonus which has          accrued but not been paid prior to the date of termination.     3.4. For purposes of this Agreement, termination for "Good Reason" is          defined as (i) assignment to the Employee of demonstrably onerous or          significantly demeaning on-going duties inconsistent with his status          as Chief Technology Officer; or (ii) reduction in his total          compensation below the amounts required by Section 2.1 and 2.2. If the          Employee resigns for Good Reason, he shall be entitled to receive          salary continuation as provided in Section 3.6.     3.5. The Employee's employment shall be automatically terminated upon the          occurrence of either of the following events: (i) death of the          Employee, and (ii) disability of the Employee, as defined in the long          term disability policy carried by the Company for the Employee, or if          no such policy exists, disability which causes the Employee to be          unable to satisfactorily perform his job duties for a period of twelve          (12) consecutive months as reasonably determined by the Company in its          discretion. In such cases, no further salary, bonus or other          compensation will be payable under this Agreement except for any          amount of base salary and bonus which has accrued but not been paid          prior to the date of the termination.      3.6. If the Employee is terminated by the Company other than for Cause or          if the Employee resigns for Good Reason for the lesser of a period of          twelve (12) months from the date his employment terminates or until he          is gainfully employed, the Employee shall receive continuation of his          annual base salary then in effect, together with the continuation of          life and health insurance benefits then in effect; provided, however,          that any benefit payable hereunder shall terminate on the date the          Employee violates any of the covenants under Section 4 hereof. In the          event the Company is unable to continue the Employee's participation          in any such insurance program after the date of such termination or          resignation, the                                                                                3          Company shall provide substantially equivalent insurance benefits or          reimburse the Employee for the cost of acquiring substantially          equivalent benefits.4.   COVENANTS BY EMPLOYEE     4.1. Definitions: As used in this Agreement, the following terms shall have          the following meanings:          4.1.1. "Confidential Information" includes trade secrets and all other               information disclosed to or known by the Employee as a result of               or through the Employee's employment by the Company, including               information about the Company's processes, services or products,               including all information related to research, development,               inventions, production, purchasing, accounting, finances,               engineering, marketing, merchandising, and customers' names and               accounts but excluding general knowledge in the industry in which               the Company is engaged.          4.1.2. "Inventions" includes any discoveries concepts and ideas               regardless of patentability, including but not limited to               processes, methods, computer programs and techniques, as well as               improvements thereof, concerning any activity of the Company that               the Employee may become acquainted with as a result of employment               by the Company.     4.2. Other than as stipulated in Exhibit A, the Employee expressly agrees          that, except as required in his duty to the Company, he will not at          any time, in any fashion, either directly or indirectly, use, divulge,          disseminate, disclose, lecture upon, publish articles concerning or          communicate to any person, firm or corporation in any manner          whatsoever any Confidential Information, without the prior express          approval from the Company. The parties hereby stipulate that as          between them, all Confidential Information is important, material and          confidential and the disclosure of such Confidential Information          materially adversely affects the effective and successful conduct of          business by the Company and its goodwill, and that any breach of the          terms of this paragraph is a material breach thereof. The Employee          agrees to sign any secrecy or nondisclosure agreement required by a          customer of the Company as a condition of doing business with the          Company, and to provide the Company with a signed copy of said          agreement. Upon termination of his employment with the Company, the          Employee shall leave with the Company all documents, records,          notebooks and other repositories containing Confidential Information,          including any and all copies thereof then in the Employee's possession          whether prepared by him or others.     4.3. Other than as stipulated in Exhibit A, the Employee agrees not to          assert any rights to, and expressly assigns to the Company as the          Company's exclusive property, all ideas, innovations, discoveries,          improvements, Inventions, trademarks, computer programs and/or systems          and other developments or improvements conceived by the Employee,          alone or with others, during the term of his employment, whether or          not during working hours, that are within the scope of the Company's          business operations or that relate to any work or projects of the          Company. The Employee agrees to assist the Company, at the Company's          expense, to obtain patents or copyrights on any protectable ideas and          Inventions, to obtain trademarks, to exploit other developments and to          execute all documents                                                                                4          necessary to obtain such patents, copyrights, trademarks, or other          developments in the name of the Company.     4.4. The Employee agrees that during the term of this Agreement and for a          period of one (1) year after the expiration of this Agreement or          termination of his employment with the Company, without the prior          written consent of the Company (which consent will not be unreasonably          withheld), he will not directly or indirectly own, operate, manage,          control, participate in the management or control of, be employed by          act, as a consultant for, provide or facilitate the provision of          financing for, assist, or maintain or continue any interest whatsoever          (other than stock ownership in any publicly owned company not          exceeding five percent (5%) of the outstanding stock of such company)          in any of the Company's customers, served by him or by any other          principal or employee of the Company during the term of his employment          with the Company, or in any enterprise in the United States or Canada          engaged in a business that is directly competitive with the Company.          Without implied limitation, the foregoing covenant shall include          hiring or engaging or attempting to hire or engage for or on behalf of          himself or any competitor any officer or employee of the Company or          any of its subsidiaries, encouraging for on behalf of himself or any          competitor, any such officer or employee to terminate his or his          relationship or employment with the Company or any of its          subsidiaries, soliciting for or on behalf of himself or any competitor          any person or entity which was a client of the Company or any of its          subsidiaries, soliciting for or on behalf of himself or any competitor          any person or entity which was a client of his during his employment          with the Company, and diverting to any person or entity any client or          business opportunity which relates to the business of the Company or          any of its subsidiaries.      4.5. The Employee expressly agrees that the terms and condition of this          Section 4 shall remain in full force and effect during and after          termination of this Agreement for a period of 12 months. The parties          hereto agree and declare that monetary damages will be insufficient to          fully compensate the Company for its losses in the event that the          Employee breaches the covenants contained in this Section 4.          Therefore, the Company will be entitled to enjoin the Employee from          any threatened or actual violation of any covenant contained herein,          and the Employee will not raise as a defense to any action or          proceeding for an injunction the claim that the Company would be          adequately compensated by monetary damages.5.   DISPUTE RESOLUTION     5.1. Except with respect to matters as to which injunctive relief is being          sought, any dispute arising out of or relating to this Agreement, or          the breach, termination or validity hereof shall be finally settled by          binding arbitration conducted expeditiously in accordance with          J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the          "J.A.M.S. Rules"). The arbitration shall be governed by the United          States Arbitration Act, 9 U.S.C. Section 1-16, and judgement upon the          award rendered by the arbitrators may be entered by any court having          jurisdiction thereof. The place of arbitration shall be New York City,          New York.     5.2. Such proceedings shall be administered by the neutral arbitrator in          accordance with J.A.M.S. Rules as the arbitrator deems appropriate,          however, such proceedings shall be guided by the following agreed upon          procedures:                                                                               5          5.2.1. Mandatory exchange of all relevant documents, to be               accomplished within thirty (30) days of the initiation of the               procedure;          5.2.2. no other discovery;          5.2.3. hearings before the neutral arbitrator which shall consist of a               summary presentation by each side of no more than three 3 hours;               such hearings to take place on one or two days at a maximum; and          5.2.4. decision to be rendered not more than ten (10) days following               such hearings.6.   MISCELLANEOUS PROVISIONS     6.1. Employee hereby represents and warrants that he is free to make this          Agreement and the making hereof and/or performance hereunder by him          will not violate the legal and/or equitable rights of any third party.     6.2. This Agreement embodies the entire understanding of the parties and          there are no promises, terms, covenants, conditions or obligations or          other written, expressed or implied agreements other than those          contained herein. No change or modification of the Agreement will be          valid unless the same will be in writing and signed by both parties          hereto.     6.3. The failure of Company to act or exercise its rights under this          Agreement upon the breach of any of the terms or conditions hereof by          the Employee shall not be construed as a waiver of such breach, nor          prevent Company from hereafter enforcing strict compliance with any          and all of the terms and conditions herein set forth. If any provision          of the Agreement is declared void, all of the remaining provisions of          this Agreement shall nevertheless remain in full force and effect, and          no provisions shall be deemed dependent upon any other provision.     6.4.           6.4.1. The employment by Company of Employee is being effected because               of Employee's special capabilities and qualifications and all of               his rights, benefits and duties hereunder are, therefore, not               assignable or transferable in any manner, except to the extent               that any benefit hereunder may be payable to his estate.          6.4.2. The Company's obligations and duties under this Agreement shall               be binding upon any successor, and this Agreement shall inure to               the benefit of and be enforceable by any such successor to the               Company.     6.5. This Employment Agreement will be construed and enforced in accordance          with the laws of the State of New York.     6.6. Employee certifies that he has read the entire contents of this          Agreement before signing his name hereto, that he was encouraged and          afforded sufficient opportunity by Employer to obtain legal advice          prior to executing this Agreement and that he fully understands all of          the terms, conditions, and provisions set forth herein.     6.7. If any provision of this Agreement shall be deemed unenforceable,          prohibited, or invalid under applicable law, such provision shall be          ineffective to the extent of such unenforceability, prohibition, or          invalidity, but no other provision of this Agreement shall be          invalidated thereby, and the remainder of this Agreement shall remain          enforceable and in effect.                                                                               6     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on     the day and year first above written.     WEBHELP.COM INC.                                EMPLOYEE     By:      /s/ Kerry Adler                     /s/ Hugh Cumming         ---------------------------       --------------------------------                                                     Hugh Cumming
/Compensation/Employment AgreementsWebhelp.com Inc.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/W/Webhelp-com-Inc-/2362
2364Employment Agreement - Webhelp Canada Inc. and Tom Cronin
                              EMPLOYMENT AGREEMENT         THIS AGREEMENT is entered into this 7th day of February, 2000, by andbetween Webhelp Canada Inc., an Ontario corporation (the "Company), and TomCronin ("Employee"). The first date of employment under this Agreement will beFebruary 8, 2000 (the "Commencement Date").1.       EMPLOYMENT RELATIONSHIP.Employee is hereby employed by the Company and will act also in the capacity ofChief Financial Officer of the Company's parent, Webhelp.com Inc., a Delawarecorporation (the "Parent"), until the termination of his employment pursuant toSection 3 hereof. Employee will faithfully, fully, and to the best of hisability, experience and talent perform and render such services and perform suchduties for the Company and the Parent as the President of the Company shallreasonably direct. Employee will devote his full business time, attention,knowledge and skill solely to the business of the Company and the Parent andwill not engage in any other business activities for compensation or profit.2.       COMPENSATION (US Dollars)          2.1. As compensation for the performance of his duties, Employee will               receive a base salary at an annual rate of $170,000 payable in               accordance with the Company's normal pay practices for a salaried               employee.          2.2. Employee shall receive an annual guaranteed bonus of $30,000,               payable at a rate of $2,500 per month on the Company's first               normal pay date of each month.          2.3. Employee shall be eligible for an incentive performance bonus for               each calendar year of his employment, with such bonus for 2000,               if any, prorated to reflect the number of days Employee is               employed during such year.          2.4. The Parent will grant to Employee on the Commencement Date               nonqualified options (the "Options") to purchase an aggregate of               400,000 shares of the common stock, par value $0.01 per share               ("Common Stock"), of the Parent subject to and under the Parent's               1999 Long Term Incentive Plan (the "Plan"). The Options shall in               all respects be subject to the Plan and shall (i) have an               exercise price per share equal to $4.95 per share,               proportionately adjusted for any stock splits, reverse stock               splits or stock dividends in respect of the Common Stock, (ii)               have a term of ten (10) years from the date of grant; and (iii)               vest and become exercisable over three years in quarterly               installments from the Commencement Date, provided that Employee               is employed by the Company (or its subsidiary or affiliate) on               the applicable vesting date. However, should this Agreement               terminate other than for "Cause" (as defined in paragraph 3.2),               the number of unvested options as at the date of such               termination, shall be reduced by 50% and any remaining options               unvested will continue to vest and be                                                                               2               exercisable under the existing terms of this Agreement and the               1999 Long Term Incentive Plan.          2.5. Employee will be entitled to participate in all fringe benefit               programs now or hereafter made available to other salaried               employees of the Company. A summary of benefits currently in               effect is attached or has been previously provided to Employee.               Employee shall be entitled to four (4) weeks of paid vacation per               year.          2.6. The Company will reimburse Employee for all travel and business               expenses incurred by him which are reasonable and necessary for               carrying on the business of the Company and the Parent. Expenses               will be reimbursed after presentation by Employee of an itemized               account of such expenses in form and substance satisfactory to               the Company and the Company's determination that such               expenditures were reasonable, ordinary and necessary.3.       TERMINATION OF EMPLOYMENT          3.1. The Company may terminate Employee's employment at any time, with               or without Cause (as defined hereinafter). If Employee is               terminated by the Company without Cause and other than by reason               of Employee's death or disability, Employee shall be entitled to               salary and benefit continuation as provided in Section 3.6.          3.2  For purposes of this Agreement, "Cause" shall mean (i) willful               and continued failure by Employee to perform his duties as Chief               Financial Officer of the Parent; (ii) gross misconduct or neglect               of Employee in carrying out his duties hereunder which is               injurious to the Company, the Parent or any of their respective               subsidiaries (collectively, the "Parent Group"); (iii) a material               breach by Employee of his obligations under Section 4 of this               Agreement which is reasonably believed by the Company to have               caused, or to be likely to cause, material harm to the Parent               Group, or (iv) conviction of a felony. Each of 3.2 (i) and (ii)               shall be deemed to exist provided the Company has provided               written notice to Employee setting forth the perceived               performance deficiencies and the steps needed to remedy those               deficiencies and Employee has failed to take immediate steps to               remedy such deficiencies. If Employee is terminated for Cause, no               further salary, bonus, incentive performance bonus, or other               compensation will be payable under this Agreement except for any               amount of base salary and bonus which has accrued but not been               paid prior to the date of termination.          3.3  Employee may terminate his employment at any time with or without               "Good Reason" as defined in Section 3.4. If Employee terminates               other than for Good Reason, no further salary, bonus, incentive               performance bonus, or other compensation will be payable under               this Agreement except for any amount of base salary and bonus               which has accrued but not been paid prior to the date of               termination.                                                                               3          3.4  For purposes of this Agreement, termination for "Good Reason" is               defined as (i) assignment to Employee of demonstrably onerous or               significantly demeaning on-going duties inconsistent with his               status as Chief Financial Officer of the Parent; or (ii) a               reduction in Employee's total compensation below the amounts set               forth in Sections 2.1 and 2.2. If Employee resigns for Good               Reason, Employee shall be entitled to receive salary and benefit               continuation as provided in Section 3.6.          3.5  Employee's employment shall be automatically terminated upon the               occurrence of either of the following events: (i) the death of               Employee, and (ii) the disability of Employee, as defined in the               long term disability policy carried by the Company for Employee,               or if no such policy exists, disability which causes Employee to               be unable to satisfactorily perform his job duties for a               cumulative period of three months in any period of six               consecutive months as reasonably determined by the Company in its               discretion. In such cases, no further salary, bonus or other               compensation will be payable under this Agreement except for any               amount of base salary and bonus which has accrued but not been               paid prior to the date of the termination.          3.6  If Employee is terminated by the Company other than for Cause or               if Employee resigns for Good Reason, for the lesser of a period               of twelve (12) months from the date his employment terminates or               until he is gainfully employed (including as a consultant or               independent contractor), Employee will be entitled to receive               continuation of his annual base salary then in effect, together               with continuation of life and health insurance benefits at the               level in effect on the date of termination or resignation;               provided, however, that any benefit payable hereunder shall               terminate the date Employee breaches any covenant under Section 4               hereof. In the event the Company is unable to continue Employee's               participation in any such insurance program after the date of               such termination or resignation, the Company shall provide               substantially equivalent insurance benefits or reimburse Employee               for the cost of acquiring substantially equivalent benefits.4        COVENANTS BY EMPLOYEE          4.1  Definitions: As used in this Agreement, the following terms shall               have the following meanings:               4.1.1 "Confidential Information" means trade secrets and all                    other information disclosed to or known by Employee as a                    result of or through Employee's employment by the Company,                    including information about the processes, projects,                    services or products, including all information related to                    research, development, inventions, production, purchasing,                    accounting, finances, engineering, marketing, merchandising,                    and customers' names and accounts of any member of the                    Parent Group but excluding general knowledge in the industry                    in which the Parent Group is engaged.               4.1.2 "Inventions" means any discoveries, concepts and ideas,                    regardless of patentability, including but not limited to,                    processes, methods, computer                                                                               4               programs and techniques, and improvements thereof concerning or               relating to any activity of any member of the Parent Group that               the Employee may become acquainted with as a result of employment               by Company.          4.2  Employee expressly agrees that, except as required in the               performance of his duties to the Company or the Parent, Employee               will not at any time, directly or indirectly, use, divulge,               disseminate, disclose, lecture upon, publish articles concerning               or communicate or otherwise make available to any person, firm or               entity in any manner whatsoever any Confidential Information               without the prior express written approval from the Company. The               parties hereby stipulate that as between them, all Confidential               Information is important, material and confidential and that the               disclosure of such Confidential Information materially adversely               affects the effective and successful conduct of business by the               Parent Group and its goodwill, and that any breach of the terms               of this paragraph is a material breach of this Agreement.               Employee agrees to sign any secrecy or nondisclosure agreement               required by a customer of the Parent Group as a condition of               doing business with the Parent Group, and to provide the Company               with a signed copy of said agreement. Employee agrees that all               Confidential Information is the exclusive property of members of               the Parent Group and upon termination of his employment Employee               shall return to the Company all documents, records, notebooks and               other repositories containing Confidential Information, including               any and all copies thereof then in Employee's possession whether               prepared by him or others.          4.3  Employee agrees not to assert any rights to, and expressly               assigns to the Company as the Company's exclusive property, all               ideas, innovations, discoveries, improvements, Inventions,               trademarks, computer programs and/or systems and other               developments or improvements conceived by Employee, alone or with               others, during the term of his employment, whether or not during               working hours, that are within the scope of the Parent Group's               business operations or that relate to any work or projects of the               Parent Group. Employee agrees to assist members of the Parent               Group, at the Company's expense, to obtain patents or copyrights               on any protectable ideas and Inventions, to obtain trademarks, to               exploit other developments and to execute all documents necessary               to obtain such patents, copyrights, trademarks, or other               developments in the name of members of the Parent Group.          4.4  Employee agrees that during the term of this Agreement and for a               period of one year after the expiration of this Agreement or               termination of his employment with the Company and any other               members of the Parent Group (without regard to whether such               termination is by him or the Company), without the prior written               consent of the Company, he will not, directly or indirectly,               engage, own, operate, manage, control, participate in the               management or control of, be employed by, act as a consultant               for, provide or facilitate the provision of financing for,               assist, or maintain or continue any interest whatsoever (other               than stock ownership in any publicly owned company not exceeding               five percent (5%) of the outstanding stock of such company) in               (i) any of the Parent Group's customers, served by him                                                                               5               or by any other principal or employee of any member of the Parent               Group during the term of his employment with the Company, or (ii)               any enterprise in the United States or Canada engaged in a               business that is competitive with the Parent Group. Without               implied limitation, the foregoing covenant shall include hiring               or engaging or attempting to hire or engage for his own account               or for the account of any person, firm or entity any officer or               employee of any member of the Parent Group, encouraging on behalf               of himself or any competitor, any such officer or employee to               terminate his relationship or employment with the any member of               the Parent Group, soliciting for or on behalf of himself or any               competitor any person or entity which was a client of any member               of the Parent Group, and diverting to any person or entity any               client or business opportunity which relates to the business of               the Parent Group.          4.5  Employee expressly agrees that the terms and condition of this               Section 4 (other than Section 4.4) shall remain in full force and               effect during and after termination of this Agreement for a               period of 18 months. The parties hereto agree and declare that               monetary damages will be insufficient to fully compensate the               Company for its losses in the event that Employee breaches the               covenants contained in this Section 4. Therefore, the Company               will be entitled to enjoin Employee from any threatened or actual               violation of any covenant contained herein, and Employee will not               raise as a defense to any action or proceeding for an injunction               the claim that the Company would be adequately compensated by               monetary damages.5        DISPUTE RESOLUTION          5.1  Except with respect to matters as to which injunctive relief is               being sought, any dispute arising out of or relating to this               Agreement, or the breach, termination or validity hereof shall be               finally settled by binding arbitration conducted expeditiously in               accordance with J.A.M.S./Endispute Comprehensive Arbitration               Rules and Procedures (the "J.A.M.S. Rules"). The arbitration               shall be governed by the United States Arbitration Act, 9 U.S.C.               Section 1-16, and judgement upon the award rendered by the               arbitrators may be entered by any court having jurisdiction               thereof. The place of arbitration shall be New York City, New               York.          5.2  Such proceedings shall be administered by the neutral arbitrator               in accordance with J.A.M.S. Rules as the arbitrator deems               appropriate, however, such proceedings shall be guided by the               following agreed upon procedures:               5.2.1 Mandatory exchange of all relevant documents, to be                    accomplished within thirty (30) days of the initiation of                    the procedure;               5.2.2 no other discovery;               5.2.3 hearings before the neutral arbitrator which shall consist                    of a summary presentation by each side of no more than three                    3 hours; such hearings to take place on one or two days at a                    maximum; and                                                                               6               5.2.4 decision to be rendered not more than ten (10) days                    following such hearings.6        MISCELLANEOUS PROVISIONS          6.1  Employee hereby represents and warrants that he is free to make               this Agreement and the making and performance of this Agreement               by him will not violate the legal and/or equitable rights of any               third party.          6.2  This Agreement embodies the entire understanding of the parties               and there are no promises, terms, covenants, conditions or               obligations or other written, expressed or implied agreements               other than those contained herein. No change or modification of               the Agreement will be valid unless the same will be in writing               and signed by both parties hereto.          6.3  The failure of the Company to act or exercise its rights under               this Agreement upon the breach of any of the terms or conditions               hereof by Employee shall not be construed as a waiver of such               breach, nor prevent the Company from hereafter enforcing strict               compliance with any and all of the terms and conditions herein               set forth. If any provision of the Agreement is declared void,               all of the remaining provisions of this Agreement shall               nevertheless remain in full force and effect, and no provisions               shall be deemed dependent upon any other provision.          6.4                 6.4.1 The employment by the Company of Employee is being effected                    because of Employee's special capabilities and                    qualifications and all of his rights, benefits and duties                    hereunder are, therefore, not assignable or transferable in                    any manner, except to the extent that any benefit hereunder                    may be payable to Employee's estate.               6.4.2 The Company may assign this Agreement and the Company's                    obligations and duties hereunder shall be binding upon any                    successor and shall inure to the benefit of and be                    enforceable by any such successor to the Company.          6.5  The validity, construction and performance of this Agreement will               be governed by the laws of the State of New York, without regard               to conflict of law principles.          6.6  Employee certifies that he has read the entire contents of this               Agreement before signing his name hereto, that he was encouraged               and afforded sufficient opportunity by the Company to obtain               legal advice prior to his executing this Agreement and that he               fully understands all of the terms, conditions, and provisions               set forth herein.          6.7  If any provision of this Agreement shall be deemed unenforceable,               prohibited, or invalid under applicable law, such provision shall               be ineffective to the extent of such unenforceability,               prohibition, or invalidity, but no other provision of this               Agreement shall be invalidated thereby, and the remainder of this               Agreement shall remain enforceable and in effect.                                                                               7          6.8  This Agreement may be executed in any number of counterparts,               each of which shall be deemed an original, but all of which taken               together shall constitute one and the same instrument.                                   *    *    *                                                                               8     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on     the day and year first above written.     WEBHELP CANADA INC.                    EMPLOYEE     By:     /s/                                 /s/  Tom Cronin         ---------------------------       --------------------------------