Employment Agreement - Webhelp.com Inc. and Kerry E. Adler


                              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 at OneDundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (the "Company) andKerry E. Adler, an individual residing at 565 Old Orchard Grove, North York, M5M2H2 (the "Employee"). 1.   EMPLOYMENT RELATIONSHIP.Employee is hereby employed in the capacity of Chief Executive Officer until thetermination 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 ExecutiveOfficer as the Board of Directors of the Company shall direct. Employee willdevote 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. Upon the closing of the transaction described in ExhibitA, Employee shall be duly elected to the Board of Directors of the Company. 2.   COMPENSATION (US Dollars)     2.1. As compensation for the performance of his duties, Employee will          receive a salary at an annual rate of $300,000, payable in accordance          with the Company's normal pay practices for a salaried employee.     2.2. Employee shall receive an annual guaranteed bonus of $200,000, payable          at the rate of $16,667 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. The minimum amount of any such full annual bonus shall be          $100,000.     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.                                                                               23.   TERMINATION BY COMPANY OR BY EMPLOYEE     3.1. Company may terminate Employee's employment at any time, with or          without Cause (as defined hereinafter). If Employee is terminated by          Company other than for Cause, he shall be entitled to receive $300,000          paid out over 3 months as provided in Section 2.1 and 2.2.     3.2. For purposes of this Agreement, termination for "Cause" is defined as          (i) willful and continued failure by Employee to perform his duties as          Chief Executive 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 a          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 Executive Officer; (ii) reduction in his total compensation          below the amounts required by Section 2.1; or (iii) failure to elect          to or removal of the Employee from the Board of Directors. 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 a period of twelve (12)          months from the date his employment terminates the Employee shall          receive continuation of his annual base salary then in effect,          together with the continuation of life and health                                                                               3          insurance benefits then in effect; provided, however, that any benefit          payable hereunder shall terminate 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 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 of 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 that 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                                                                               4          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 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.     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 18 months. The parties          hereto agree and declare that monetary damages will be insufficient to          fully compensate the Company for its losses in the even 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.ss.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          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          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. 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.          6.4.1. 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 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          invalidate 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/ Laura Hantho                          /s/ Kerry Adler         --------------------------           ----------------------------                                                      Kerry E. Adler
/Compensation/Employment AgreementsWebhelp.com Inc.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/W/Webhelp-com-Inc-/2360
2361Employment Agreement - Webhelp.com Inc. and Laura Hantho
                              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 at OneDundas Street West, Suite 2500, Toronto Ontario M5G 1Z3 (the "Company), andLaura Hantho, an individual residing at 20 Bannon Avenue, Etobicoke Ontario, M8X1T8 (the "Employee").1.       EMPLOYMENT RELATIONSHIP.Employee is hereby employed in the capacity of Chief Operating Officer until thetermination of her employment pursuant to Section 3 hereof. Employee willfaithfully, fully, and to the best of her ability, experience and talent performand render such services and perform such duties for the Company as ChiefOperating Officer as the CEO shall direct. Employee will devote her fullbusiness time, attention, knowledge and skill solely to the business of theCompany and will not engage in any other business activities for compensation orprofit. Upon the closing of the transaction described in Exhibit A, Employeeshall be duly elected to the Board of Directors of the Company.2.       COMPENSATION (US Dollars)          2.1. As compensation for the performance of her 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 her 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 her 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 (as defined hereunder). If Employee is terminated               by Company other than                                                                               2               for Cause, she shall be entitled to receive salary continuously               for the lesser of twelve (12) months or until she is gainfully               employed.          3.2. For purposes of this Agreement, termination for Cause is defined               as (i) willful and continued failure by Employee to perform her               duties as Chief Operating Officer of the Company; (ii) gross               misconduct of Employee which is injurious to the Company; (iii) a               material breach by the Employee of her 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 a 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 her 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 her               status as Chief Operating Officer; (ii) reduction in her total               compensation below the amounts required by Section 2.1 and 2.2;               or (iii) failure to elect to or removal of the Employee from the               Board of Directors. If the Employee resigns for Good Reason, she               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 her 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 her employment               terminates or until she is gainfully employed, the Employee will               be entitled to receive continuation of her 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 the Employee violates               her covenants under Section 4 hereof. In the event the Company is               unable to continue the Employee's participation in any such                                                                               3               insurance program after the date of such termination or               resignation, the 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 her duty to the Company, she               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 that 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 her 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 her 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 her employment with the Company,               without the prior written consent of the Company (which consent               will not be unreasonably withheld), she 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 her or by any other principal               or employee of the Company during the term of her 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 herself or any competitor any officer or employee of               the Company or any of its subsidiaries, encouraging for on behalf               of herself or any competitor, any such officer or employee to               terminate her or her relationship or employment with the Company               or any of its subsidiaries, soliciting for or on behalf of               herself 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 herself or any competitor any person or entity which               was a client of her 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 direct               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 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 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          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               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 she is free to make               this Agreement and the making hereof and/or performance hereunder               by her 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 her 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 her 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 she has read the entire contents of this               Agreement before signing her name hereto, that she was encouraged               and afforded sufficient opportunity by Employer to obtain legal               advice prior to her executing this Agreement and that she 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                                                                               6               Agreement shall be invalidate thereby, and the remainder of this               Agreement shall remain enforceable and in effect.     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/ Laura Hantho         ---------------------------       --------------------------------                                                    Laura J. Hantho