Employment and Restrictive Covenant Agreement between IGXGlobal Corp. and Thomas Duffy

Summary

This agreement is between IGXGlobal Corp., a Delaware corporation, and Thomas Duffy, who will serve as CEO and President starting January 1, 2013, for a term of up to three years. The contract outlines Duffy’s compensation, including a $200,000 annual salary, car allowance, and eligibility for bonuses and benefits. It also sets expectations for his duties, work location, and time commitment, and includes provisions for termination and restrictive covenants. The agreement ensures Duffy’s full-time dedication to the company and restricts certain outside business activities during his employment.

EX-10.49 5 f1049exhibit.htm EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT Converted by EDGARwiz

EMPLOYMENT AGREEMENT

IGXGLOBAL CORP., a Delaware corporation, (the “Company”) and its successors and assigns, and Thomas Duffy,

a natural person (“Executive”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT

(“Agreement”) as of January 1, 2013.

RECITALS

WHEREAS, the Company recognizes that the Executive’s talents and abilities will be integral to the

success of the Company and thus wishes to secure the ongoing services of the Executive on the terms and conditions

set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the

Company and Executive agree as follows:

AGREEMENT

Term of Employment. The Company hereby agrees to employ the Executive, and the Executive hereby

accepts employment with the Company, upon the terms set forth in this Agreement, for the period to be

known as the “Employment Period”, which shall commence on January 1, 2013 (the “Commencement

Date”) and shall end on the earlier of (a) the three-year anniversary of the Commencement Date, or (b) the

effective date of any termination in accordance with the provisions of Section 4 of this Agreement.

Title; Capacity.

2.1

The Executive shall serve as the Chief Executive Officer (“CEO”) and President of the Company.

The Executive shall be subject to the supervision of, and shall have such authority as is delegated

to him, by the Board of Directors (the “Board”) of the Company’s parent, iGambit Inc. (the

“Parent”).

2.2.

The Executive agrees to undertake the duties and responsibilities of the position of CEO and

President, which may be assigned by the Company’s Board and which may be altered or modified

from time to time by Board of the Company in connection with the conduct of the Company’s

business as well as those duties which are normally and customarily vested in a CEO and

President of a corporation. Executive’s job responsibilities shall include, but not be limited to,

anything reasonably requested or required of Executive on behalf of the Company. The Executive

agrees to abide by the rules, regulations, instructions, personnel practices and policies of the

Company and any changes thereof which may be adopted at any time by the Company and made

known to the Executive during the term of Executive’s employment.

2.3

During the Employment Period, the Executive will devote his full working time (often more than

forty (40) hours per week), efforts and attention to the business of the Company and shall not

devote material time to other business activities except (x) for serving on the Board of Directors

(or equivalent management body) of one other company, (y) with the prior written consent or

direction of the Board or (z) other Permitted Activities (as defined below). Executive covenants

and agrees that for so long as he is employed by the Company, Executive shall not, whether as an

executive, employee, employer, consultant, agent, principal, partner, member, stockholder,

corporate officer or director, or in any other individual or representative capacity, for

compensation, engage in or participate in or render material services to any other person or entity,

provided, however, that, notwithstanding the foregoing, Executive may (a) perform outside

business endeavors, subject to non-competitive agreements between the Company and Executive,

and provided that such outside activity does not materially interfere with the performance of

Executive’s duties, (b) invest in securities of any entity, solely for investment purposes, if (i) such

securities are traded on any national securities exchange or the National Association of Securities

Dealers, Inc. Automated Quotation System, and (ii) Executive does not, directly or indirectly, own

4.9% or more of any class of securities of such entity, and (c) perform or engage in any activities

described in in clause (i) or (ii) of the first sentence of this Section 2.3 (any of the activities

described in clause (a), (b) or (c) being “Permitted Activities”).

2.4

Location. During the Employment Period, Executive shall regularly perform his duties from an

established Company office (the “Office”) at such location as reasonably determined by the

Executive and agreed to by the Board. In addition to spending time at the Office, Executive may

be required to travel from time to time in order to perform his duties hereunder.

Compensation.

3.1

Base Salary. From and after the date hereof until the termination of his employment, Executive

shall be paid an annual base salary (“Base Salary”) of two hundred thousand dollars

($200,000). Executive’s Base Salary shall be payable in installments consistent with the payroll

practices established by the Company with respect to its senior executive employees.

3.2

Car Allowance. Executive shall be entitled to a car allowance of one thousand two hundred

dollars ($1,200) per month, which shall be paid monthly together with Executives salary.

3.3

Bonus and Commission Based On Objectives. The Executive shall be eligible to receive, based

upon objectives set by the Company, (a) stock options, and (b) cash bonuses. Executive

acknowledges and agrees that the granting of any bonus and commission to the Executive, and the

amount awarded, will be made at the complete and sole discretion of the Board and that he has no

right, guarantee or entitlement to such bonus.

3.4

Withholding. The Company will withhold from any salary or bonus payable to Executive under

this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any

applicable law or regulation, and may withhold for other normal deductions for fringe benefits and

as otherwise agreed by the parties.

3.5

Benefits. In addition to the compensation provided herein, Executive shall be entitled to the

benefits available generally to Company executives and other employees pursuant to Company

programs, including, by way of illustration, vacation, paid holidays, sick leave, retirement, any

insurance programs of the Company which may now or, if not terminated, shall hereafter be in

effect, or in any other or additional such programs which may be established by the Company, as

and to the extent any such programs are or may from time to time be in effect, as determined by

the Company and the terms hereof. Executive’s eligibility for and participation in such benefit

plans is governed by the terms and conditions of those plans, and by the policies of Company.

3.6

Business Expenses. Upon submission of itemized expense statements, in the manner as shall be

specified by the Company, Executive shall be entitled to reimbursement for reasonable business

and travel expenses duly incurred by Executive in the performance of his duties under this

Agreement, pursuant to written Company policy and any relevant written policies established by

the Board and provided to Executive.

Employment Termination. The employment of the Executive by the Company pursuant to this Agreement

shall terminate upon the occurrence of any of the following:

4.1

Expiration of the Employment Period in accordance with clause (a) of Section 1.

4.2

At the election of the Company, for Cause (as hereinafter defined), immediately upon written

notice by the Company to the Executive. For the purposes of this Agreement, “Cause” shall mean

the following:

(a)

the demonstrated voluntary unwillingness of the Executive to perform his duties as

reasonably directed by the Company within ten (10) days of receiving written notice

regarding such failed performance from the Company;

(c)

the commission of a crime by the Executive against the Company involving

embezzlement, moral turpitude or fraud;

(d)

conviction of, or a plea of guilty or nolo contendere, to a felony charge or any criminal

act involving embezzlement, moral turpitude or fraud;

(e)

a material violation of any Company rule, regulation, procedure or policy, or a breach of

any promise, duty, restriction or obligation under this Agreement, and Executive’s failure

to cure such violation or breach within ten (10) days of receiving written notice regarding

such breach from the Company;

(f)

being under the influence of drugs or alcohol (other than prescription medicine or other

medically-related drugs to the extent that they are taken in accordance with their

directions) during the performance of any of the duties for which Executive is assigned to

perform; provided, however, the foregoing shall not include Executive being under the

influence of alcohol in connection with marketing duties of the Executive such as

entertaining current and prospective vendors, suppliers, partners, clients, customers and

employees of the Company; or

(g)

engaging in behavior that would constitute grounds for liability for harassment or

discrimination (as proscribed by the U.S. Equal Employment Opportunity Commission or

any other applicable state or local regulatory body, regulation or law) or other conduct

violative of laws governing the workplace.

4.3

At the election of the Executive for Good Reason. As used in this Agreement, “Good Reason”

shall mean the occurrence of any of the following events: (i) a material diminution of the

Executive’s title, authority, status, duties or responsibilities; (ii) any reduction in the Executive’s

compensation, including Base Salary, cash bonuses, stock options and car allowances; (iii) a

material breach by the Company of this Agreement; (iv) the Company requires Executive to locate

his office to a location more than 150 miles outside of Smithtown, NY; or (v) the Company

becomes insolvent or bankrupt or files for voluntary bankruptcy or makes an assignment for the

benefit of creditors or consent to the appointment of a trustee or receiver.

4.4

Upon the death or disability of the Executive. As used in this Agreement, the term “disability”

shall mean the inability of the Executive, due to a physical or mental disability, to perform the

essential functions of his position, with or without reasonable accommodation, for a minimum

continuous period of one hundred twenty (120) days, or, if applicable law requires a longer period

of time, the minimum period of time as may be allowed under applicable law.

4.5

At the election of the Executive without Good Reason upon not less than forty-five (45) days prior

written notice of termination.

4.6

At the election of the Company, without Cause, upon not less than forty-five (45) days prior

written notice of termination.

4.7

By mutual agreement of the parties.

Effect of Termination of Employment.

5.1

Termination for Cause or at Election of Executive without Good Reason. In the event the

Executive’s employment is terminated for Cause pursuant to Section 4.2, at the election of the

Executive without Good Reason pursuant to Section 4.5, due to the expiration of the Employment

Period pursuant to Section 4.1, or upon mutual agreement of the parties pursuant to Section 4.7,

the Company shall pay to the Executive, upon the effective termination date, the compensation

and benefits otherwise payable to him under Section 3 of this Agreement through the last day of

his actual employment by the Company prorated on a daily basis for the partial year worked. Any

cash bonuses which are based upon periodic performance milestones shall be appropriately pro

rated and payable upon termination. No further compensation shall be paid.

5.2

Termination Upon Expiration. In the event the Executive’s employment is terminated due to the

expiration of the Employment Period pursuant to Section 4.1, the Company shall pay to Executive,

upon the effective termination date, the compensation and benefits otherwise payable to him under

Section 3 of this Agreement through the last day of his actual employment by the Company, as

well as such Base Salary and cash bonuses which would have been payable to him under Section 3

if employed upon the same terms and conditions for an additional six (6) months. Any cash

bonuses which are based upon periodic performance milestones shall be appropriately pro rated

and payable upon termination.

5.3

Termination Upon Disability. In the event the Executive’s employment is terminated upon

disability pursuant to Section 4.4, the Company shall pay to Executive, upon the effective

termination date, the compensation and benefits otherwise payable to him under Section 3 of this

Agreement through the last day of his actual employment by the Company, as well as such Base

Salary and cash bonuses which would have been payable to him under Section 3 if employed upon

the same terms and conditions for the sum of (i) twelve (12) months, and (ii) the excess (if any) of

thirty six (36) months over the number of full months Executive shall have been employed by the

Company. Any cash bonuses which are based upon periodic performance milestones shall be

appropriately pro rated and payable upon termination.

5.4

Termination Without Cause or for Good Reason. In the event the Executive’s employment is

terminated for Good Reason pursuant to Section 4.3, or without Cause pursuant to Section 4.6, the

Company shall pay to Executive, upon the effective termination date, the compensation and

benefits otherwise payable to him under Section 3 of this Agreement through the last day of his

actual employment by the Company, as well as such Base Salary and cash bonuses which would

have been payable to him under Section 3 if employed upon the same terms and conditions for the

sum of (i) twelve (12) months, and (ii) the excess (if any) of thirty six (36) months over the

number of full months Executive has been employed by the Company.

The Executive shall not be entitled to any of the pay described in this Section 5.4 unless and until

the Executive executes and delivers to the Company a release in form and substance acceptable to

the Company and substantially similar to the release attached hereto as Exhibit A by which the

Executive releases the Company from any obligations and liabilities related to his employment or

termination of employment, except for the Company’s obligations with respect to the payment of

continuing salary under this Section 5.4. The parties hereto acknowledge and agree that the

compensation to be provided under this Section 5.4 is to be provided in consideration for the

above-specified release, including a release under the Age Discrimination in Employment Act.

5.5

Termination for Death. If the Executive’s employment is terminated by death pursuant to Section

4.4, the Company shall pay to the estate of the Executive the compensation and benefits otherwise

payable to him under Section 3 of this Agreement through the last day of his actual employment

by the Company, as well as such Base Salary and cash bonuses which would have been payable to

him under Section 3 if employed upon the same terms and conditions for the sum of (i) twelve

(12) months, and (ii) the excess (if any) of thirty six (36) months over the number of full months

Executive has been employed by the Company.

5.6

Executive’s Duties Upon Termination.

(a)

Cooperation. After notice of termination for Good Reason from the Executive, or without

Cause from the Company under Section 4.6, Executive shall, at the Company’s expense and

subject to Executive’s professional availability, reasonably cooperate with the Company, as

reasonably requested by the Company, to effect a transition of Executive’s responsibilities

during such 45-day notice period and to reasonably ensure that the Company is aware of all

matters being handled by Executive.

(a)

Return of Company Property. Within seven (7) days after the termination of Executive’s

employment under this Agreement for any reason, Executive will return all Company

property in Executive’s possession to the Company.

5.7

Survival. The provisions of Sections 5, 6, 7 and 15 shall survive the termination of Executive’s

employment for any reason.

Non-Competition and Conflicts of Interest.

6.1

During the Employment Period and, thereafter, until the later of (i) that date which is one (1) year

after the termination or expiration of the Employment Period and (ii) December 31, 2015,

Executive shall not, directly or indirectly, in any capacity whatsoever (other than as the holder of

not more than one percent (1%) of the total outstanding stock of a publicly held company), either

on Executive’s own behalf or as a partner, officer, director, Executive, agent, or consultant of any

other person or entity, do or attempt to do any of the following:

(a)

(i) engage in the business of providing software and services relating to IT solutions

specializing in security and network technology products, services, and support to

customers and related services, (ii) provide services to, or for the benefit of, any person or

entity to whom Executive or Company, including Company’s Parent and any affiliates,

provided services, sold, offered to sell or solicited orders, contracts, or accounts for

services during one (1) year immediately prior to the termination of Executive’s

employment, or (iii) provide services to, or for the benefit of, any person or entity who

provides services of a kind or nature substantially similar to the services performed by

Company; or

(b)

solicit, encourage, or induce any current or prospective clients, customers, suppliers,

vendors, or contractors of the Company to terminate or decrease any business

relationship with the Company or not to proceed with, or enter into, any business

relationship with the Company, nor shall Executive otherwise materially adversely

interfere with any business relationship between the Company and any of its current or

prospective franchisees, clients, customers, suppliers, vendors, or contractors; or

(c)

solicit, recruit, encourage or induce any partner, officer, director, Executive, agent,

consultant or independent contractor of the Company to terminate his/her employment or

relationship with the Company, or otherwise materially adversely interfere with or disrupt

the Company’s relationship with any partner, officer, director, Executive, agent, or

consultant.

6.3

The parties agree that the relevant public policy aspects of covenants not to compete have been

discussed, and that every effort has been made to limit the restrictions placed upon the Executive

to those that are reasonable and necessary to protect the Company’s legitimate interests.

6.4

Executive recognizes, acknowledges and agrees that much of the Company’s business is

conducted over the Internet, and that the Internet poses special concerns and considerations with

respect to covenants not to compete, including the fact that limiting the geographic scope of any

restrictions placed upon Executive would not adequately protect Company’s legitimate interests.

The Executive also recognizes, acknowledges and agrees that Company’s business is global in

scope and that the time period and scope of the foregoing restrictions are reasonable and necessary

for the protection of Company’s valid business interests. The Executive further recognizes,

acknowledges and agrees that if his employment with Company terminates for any valid or other

reason, the Executive can earn a livelihood without violating any of the restrictions contained in

this Section.

6.5

If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be

unenforceable because it extends for too long a period of time or over too great a range of

activities or in too broad a geographic area, it shall be interpreted to extend only over the

maximum period of time, range of activities or geographic area as to which it may be enforceable.

6.6

The restrictions contained in this Section 6 are necessary for the protection of the business and

goodwill of Company and are considered by Executive to be reasonable for such purpose.

Executive recognizes, acknowledges and agrees that any breach by him of any of the provisions

contained in this Section 6 may cause Company immediate, material and irreparable injury and

damage, and there is no adequate remedy at law for such breach. Accordingly, in the event of a

breach of any of the provisions of this Section 6 by Executive, in addition to any other remedies it

may have at law or in equity, Company shall be entitled immediately to seek enforcement of this

Section 6 in a court of competent jurisdiction by means of a decree of specific performance, an

injunction without the posting of a bond or the requirement of any other guarantee, and any other

form of equitable relief. This provision is not a waiver of any other rights which Company may

have under this Agreement, including the right to recover money damages.

6.7

The Executive represents and warrants to the Company that Executive is not bound by any

restrictive covenants and has no prior or other obligations or commitments of any kind that would

in any way prevent, restrict, hinder or interfere with Executive’s acceptance of employment or the

performance of all duties and services hereunder to the fullest extent of the Executive’s ability and

knowledge. The Executive agrees to indemnify and hold harmless the Company for any liability

the Company may incur as the result of the existence of any such covenants, obligations or

commitments.

6.8

Executive agrees to comply with all rules and policies of the Company relating to conflicts of

interest which are disclosed to Executive by the Company, specifically including but not limited to

the following:

(a)

Executive will promptly notify the Company of any conflicts of interest or excessive gifts

or offers of gifts or remuneration from clients, suppliers, or others doing or seeking to do

business with the Company;

(b)

Executive will promptly inform the Company of any business opportunities that come to

the attention of Executive that relate to the existing or prospective business of the

Company and will not participate in any such opportunities without the prior written

consent of the Company;

(c)

Executive will not engage in any act involving dishonesty, bad faith or lack of integrity or

candor with respect to the Company;

(d)

Executive will not engage in any act or omission that materially injures the business or

affairs of the Company, monetarily or otherwise; and

(e)

Executive will not engage in any other employment or business activity during working

hours or at Executive’s work location.

Proprietary Information and Developments.

7.1

Proprietary Information.

(a)

Executive agrees that all information and know-how, regardless of whether in writing, of

a private, secret or confidential nature concerning the Company’s business or financial

affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of

the Company. By way of illustration, but not limitation, Proprietary Information may

include information about Company’s methods of operation, manufacturing, selling,

marketing, promoting or otherwise providing products, goods or services, trade secrets,

inventions, processes, techniques, projects, developments, plans, financial data, personnel

data, computer programs, and existing or potential customers, suppliers, officers,

directors, agents, vendors, owners, shareholders, contractors, partners, representatives,

advisors, and consultants of Company. Executive will not disclose any Proprietary

Information or the terms of this Agreement (collectively, “Confidential Information”) to

any person outside the Company or use the same for any unauthorized purposes, and will

not use or aid others in obtaining or using any such Confidential Information without

written approval by an officer of the Company, either during or after his employment,

unless and until such Confidential Information has become public knowledge without

fault by the Executive. Notwithstanding the foregoing, Executive may disclose any

Confidential Information (i) for the benefit of the Company and as necessary to perform

the Executive’s duties under this Agreement, (ii) when required by law and then only

after consultation with the Company or unless such information is in the public domain,

and/or (iii) which relates to the terms of this Agreement to any financial or legal advisors,

or family members, of Executive.

(b)

Executive agrees that all files, letters, memoranda, reports, records, data, sketches,

drawings, notebooks, computer programs, or other written, photographic, electronic or

other tangible material containing Proprietary Information, whether created by the

Executive or others, which shall come into his custody or possession, shall be and are the

exclusive property of the Company to be used by the Executive only in the performance

of his duties for the Company and for the benefit of Company in connection with the

performance of those duties, and immediately upon the termination of the Executive’s

employment, or at any other time upon request of the Company, the Executive shall

return to the Company all such Proprietary Information of the Company.

(c)

Executive agrees that his obligation not to disclose or use information, know-how and

records of the types set forth in paragraphs (a) and (b) above, also extends to such types

of information, know-how, records and tangible property of affiliates of the Company,

customers of the Company or suppliers to the Company or other third parties who may

have disclosed or entrusted the same to the Company or to the Executive in the course of

the Company’s business.

Company Property. All correspondence, records, documents, software, promotional materials, and other

Company property, including all copies, which come into the Executive’s possession by, through or in the

course of his employment, regardless of the source and whether created by the Executive, are the sole and

exclusive property of the Company, and immediately upon the termination of the Executive’s employment,

the Executive shall return to the Company all such property of the Company.

Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed

effective upon delivery personally, by facsimile or by overnight mail, or upon deposit in the United States

Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address last

known, or at such other address or addresses as either party shall designate to the other in accordance with

this Section 9.

10.

Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the

corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall

include the plural, and vice versa.

11.

Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties and

supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter

of this Agreement. This Agreement may be amended or modified only by a written instrument executed by

both the Company and the Executive.

12.

Severability. This Agreement shall be enforceable to the fullest extent allowed by law. In the event that a

court holds any provision of this Agreement to be invalid or unenforceable, the parties agree that, if

allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law,

judgment or determination to the degree necessary to render it valid and enforceable without affecting the

rest of this Agreement. Any provision of this Agreement which is prohibited or unenforceable in any

jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and

the remaining provisions contained in this Agreement shall be construed to preserve to the maximum

permissible extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in

any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.

Governing Law. The validity and construction of this Agreement or of any of its terms or provisions shall

be determined under the laws of the State of Connecticut, regardless of any principles of conflicts of laws

or choice of laws of any jurisdiction. Except as set out in Section 15 below, the state courts of the State of

Connecticut and, if the jurisdictional prerequisites exist at the time, the United States District Court for

Connecticut, shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy

arising under or concerning this Agreement.

14.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and

their respective successors and assigns, including any corporation with which or into which the Company

may be merged or which may succeed to its assets or business, provided, however, that the obligations of

the Executive are personal and shall not be assigned by him/her. Notwithstanding the foregoing, Executive

has the right to assign to any third party any right to receive any bonus payment set forth in Section 3.2 of

this Agreement, and any consideration payable upon death or disability of the Executive may be assigned to

his estate or legal representatives.

15.

Arbitration.

15.1

Executive and the Company agree that any controversy, dispute or claim directly or indirectly

arising out of or relating to this Agreement, or the breach thereof, or arising out of or relating to

the employment of the Executive, or the termination thereof, shall be resolved either as provided

for by applicable law, or, at the option of either party, by impartial binding arbitration. In the

event that either party demands arbitration, Executive and the Company agree that such arbitration

shall be the exclusive, final and binding forum for the ultimate resolution of such claims, subject

to any rights of appeal that either party may have under the Federal Arbitration Act and/or under

applicable state law dealing with the review of arbitration decisions. Specifically, this Agreement

is intended to include, but is not limited to, claims under Title VII of the Civil Rights Act of 1964,

as amended, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the

Americans with Disabilities Act, the Family and Medical Leave Act, any wage and hour or wage

payment or collection law, or any other federal, state, or local law, regulation or ordinance

regarding employment. It also includes, but is not limited to, all claims for breach of contract or

wrongful discharge, breach of express or implied promises or covenants of good faith and fair

dealing, intentional or negligent infliction of emotional distress, defamation, or any loss, expense,

or claim whatsoever resulting from or related to Executive’s employment.

15.2

Executive and the Company understand and acknowledge that this Agreement means that neither

can pursue an action against the other in a court of law regarding any employment dispute, except

for claims involving workers’ compensation benefits or unemployment benefits, and except as set

forth elsewhere in this Agreement, in the event that either party notifies the other of its demand for

arbitration under this Agreement. The parties also agree that the obligation to arbitrate any dispute

is fully enforceable under the Federal Arbitration Act, and that a judgment upon any such award

may be entered in any court having jurisdiction over such claims. The parties further understand

that this Agreement does not alter any of the substantive rights that the parties may have under

law, including the Executive’s statutory right to file a charge with an administrative agency for

investigative purposes or other action by the agency, nor does it limit or restrict Executive’s ability

to participate or assist any agency in its investigation, processing or handling of any charge. This

Agreement simply transfers final resolution of a party’s right to seek relief from either a judge or a

jury to a speedy and impartial arbitrator for the mutual benefit of both parties, when arbitration is

demanded.

15.3

In the event that Executive or the Company initially elects to file suit in any court, the other party

will have 60 days from the date that it is formally served with a summons and copy of the suit to

notify the party filing suit of the non-filing party’s demand for arbitration. In that case, the suit

must be dismissed by consent of the parties or by the court on motion, and arbitration commenced

with the American Arbitration Association (“AAA”). In situations where suit has not been filed,

either Executive or the Company may initiate arbitration by serving a written demand for

arbitration upon the other party and the AAA. Such a demand must be served within the same

limitations period that would apply if the action were pursued in court. Any claim which is not

timely made will be deemed waived.

15.4

Any arbitration will be conducted in accordance with the American Arbitration Association

National Rules for the Resolution of Employment Disputes, effective September 15, 2005, and

any amendments or revisions thereto (“AAA Rules”). A copy of the AAA Rules may be obtained

upon request. The dispute shall be heard and determined by one arbitrator and that arbitrator shall

be a member of the National Academy of Arbitrators. The arbitrator may grant any remedy or

relief that would have been available to the parties had the matter been heard in court. Unless

otherwise mutually agreed upon, the arbitration shall be heard within 25 miles of the Executive’s

current or most recent place of employment. The Company will pay any filing or other

administrative fees that exceed $100.00 (One Hundred Dollars), and that are required by AAA for

the cost of providing administrative services. All other expenses of the arbitrator, including

required travel, shall be borne by the Company. As provided by the AAA Rules, the arbitrator

shall have the authority to order such discovery as the arbitrator considers necessary to a full and

fair exploration of the issues in dispute, consistent with the expedited nature of arbitration. The

parties shall bear their own costs and attorneys’ fees incurred during this discovery process, as

well as during the arbitration.

15.5

The parties understand and agree that this Section 15, concerning arbitration, shall not include any

controversies or claims related to any agreements or provisions (including provisions in this

Agreement) respecting confidentiality, proprietary information, non-competition, non-solicitation,

trade secrets, or breaches of fiduciary obligations by Executive, which shall not be subject to

arbitration.

15.6

Executive has been advised of his right to consult with an attorney prior to entering into this

Agreement.

16.

I.R.C. 409A. Unless otherwise expressly provided, any payment of compensation by Company to

Executive, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months

(2½ months) after the later of the end of the calendar year of the Company’s fiscal year in which

Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes

of Code Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)). To the extent that any

severance payments come within the definition of “involuntary severance” under Code Section 409A, such

amounts up to the lesser of two times the Executive’s annual compensation for the year preceding the year

of termination or two times the 401(a)(17) limit for the year of termination, shall be excluded from

“deferred compensation” as allowed under Code Section 409A, and shall not be subject to the following

Code Section 409A compliance requirements. All payments of “nonqualified deferred compensation”

(within the meaning of Section 409A) are intended to comply with the requirements of Code Section 409A,

and shall be interpreted in accordance therewith. Neither party individually or in combination may

accelerate any such deferred payment, except in compliance with Code Section 409A, and no amount shall

be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event

that Executive is determined to be a “key employee” (as defined in Code Section 416(i) (without regard to

paragraph (5) thereof)) of Company at a time when its stock is deemed to be publicly traded on an

established securities market, payments determined to be “nonqualified deferred compensation” payable

following termination of employment shall be made no earlier than the earlier of (i) the last day of the sixth

(6th) complete calendar month following such termination of employment, or (ii) Executive’s death,

consistent with the provisions of Code Section 409A. Any payment delayed by reason of the prior sentence

shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the

original payment schedule. Notwithstanding anything herein to the contrary, no amendment may be made

to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with

Code Section 409A.

17.

Miscellaneous.

17.1

No delay or omission by the Company in exercising any right under this Agreement shall operate

as a waiver of that or any other right. A waiver or consent given by the Company on any one

occasion shall be effective only in that instance and shall not be construed as a bar or waiver of

any right on any other occasion.

17.2

The headings of the sections of this Agreement are for convenience of reference only and in no

way define, limit or affect the scope or substance of any section of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement.

_____________________________

By: IGXGLOBAL CORP.

Signature

John Salerno, Chairman

Date

EXHIBIT A

GENERAL RELEASE AGREEMENT

In consideration of the mutual promises, covenants, and conditions set forth herein, and other good and

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IGXGLOBAL CORP. (the

“Company”) and Thomas Duffy (the “Executive”) agree as follows:

The Company shall continue to pay Executive compensation pursuant to Section 5.4 of the

Employment Agreement between him and the Company (“Employment Agreement”) as a result of termination

without Cause (as defined therein) or for Good Reason (as defined therein). Executive agrees that he shall not be

entitled to any other or further compensation, remuneration, benefits, reimbursement, payments, options, stock, or

other equity issue of or from Company.

Executive, deeming this General Release Agreement to be fair, reasonable, and equitable, and

intending to be legally bound hereby, agrees to and hereby does, forever and irrevocably fully release and discharge

Company (including any subsidiary or affiliated entities, and its and their respective officers, directors, Executives,

agents, predecessors, successors, purchasers, assigns, and representatives) from any and all grievances, liens, suits,

judgments, claims, demands, debts, defenses, actions or causes of action, obligations, damages, and liabilities

whatsoever which Executive now has, has had, or may have, whether the same be known or unknown, at law, in

equity, or mixed, in any way arising out of or relating in any way to any matter, act, occurrence, or transaction

before the date of this General Release Agreement, including but not limited to his employment with Company, and

his separation from Company. This is a General Release. Executive expressly acknowledges that this General

Release includes, but is not limited to, his release of any tort and contract claims, arbitration claims, claims under

any local, state or federal wage and hour law, wage collection law or labor relations law, and claims of age, race,

sex, religion, disability, national origin, ancestry, citizenship, retaliation or any other claim of employment

discrimination, under the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq.), the Age

Discrimination In Employment Act (29 U.S.C. §§ 621 et seq.), the Americans With Disabilities Act (42 U.S.C.

§§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq.), and any other law prohibiting

employment discrimination or relating to employment. Also, Executive understands that this General Release

Agreement is not an admission of liability under any statute or otherwise by Company, and that Company does not

admit but denies any violation of his legal rights, and that he shall not be regarded as a prevailing party for any

purpose, including but not limited to, determining responsibility for or entitlement to attorneys’ fees, under any

statute or otherwise. This General Release does not apply to any obligations of the Company under the Employment

Agreement which survive termination or expiration of the Employment Agreement, including without limitation its

obligations under Section 5.

Executive agrees that every term of this General Release Agreement, including, but not limited to,

the fact that an agreement has been reached and the amount paid, shall be treated by Executive as strictly

confidential, and expressly covenants not to display, publish, disseminate, or disclose the terms of this General

Release Agreement to any person or entity.

All correspondence, records, documents, software, promotional materials, and other Company

property, including all copies, which come into the Executive’s possession by, through or in the course of his

employment, regardless of the source and whether created by the Executive, are the sole and exclusive property of

the Company, and immediately upon the termination of the Executive’s employment, the Executive shall return to

the Company all such property of the Company.

Executive acknowledges and agrees that he will continue to be bound by the terms and conditions

set forth in Sections 6, 7, and 15 of his Employment Agreement with the Company, notwithstanding this General

Release Agreement.

Executive has been advised to read this General Release Agreement carefully. This offer will be held open

for 21 days. Executive’s signing this General Release Agreement will acknowledge that he was advised to consult

with legal counsel prior to executing this Agreement.

Executive’s signature below, in front of a notary, confirms his acceptance and agreement.

Executive may revoke this General Release Agreement at any time within seven days after he has signed

this General Release Agreement. Revocation shall be made by delivering written notice of revocation to iGambit

Inc., 1050 W Jericho Turnpike, Smithtown, New York 11787 and must be received no later than the seventh day

after he signs the General Release Agreement. This General Release Agreement shall not become effective or

enforceable until the revocation period has expired and only provided he has not exercised his right to revocation.

IGXGLOBAL CORP.

By:

Title:

Date:

Executive’s signature below will indicate that he is entering into this General Release Agreement

freely and with a full understanding of its terms. No changes to this General Release Agreement will be valid

unless in writing and signed by both the Executive and the Company.

Date:

The undersigned hereby certifies that the above-named person appeared before me personally, signed this

document, and verified that this document was being signed freely and voluntarily, with full knowledge of its effect.

My Commission Expires

Notary Public