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EXHIBIT 10.24
WORLD ACCESS, INC.
2200 RESURGENS PLAZA
945 E. PACES FERRY ROAD
ATLANTA, GEORGIA 30326
December 14, 1998
Mr. Hensley E. West
c/o World Access, Inc.
2200 Resurgens Plaza
945 E. Paces Ferry Road
Atlanta, Georgia 30326
Dear Mr. West:
This letter will confirm our agreement regarding the compensation and
benefits to which you will entitled in the event of your resignation from the
Board of Directors (the "Board") of World Access, Inc. (the "Company") and from
your position as an officer of WA Telcom Products Co., Inc. ("WA Telcom").
Upon the written request of the Company, you agree to resign from the
Board and from serving as an officer of WA Telcom, such resignation to be
effective on the date specified in the Company's written request (the
"Resignation Date"). Upon your resignation, you will be entitled to the
following:
1. From the Resignation Date through January 15, 2000 (the
"Continuation Period"), you will continue to serve as an employee of
the Company and will perform such duties as may be reasonably requested
by the Company's Chairman of the Board, to whom you will report. For
the services rendered by you during such time, the Company will pay you
a base salary equal to your base salary in effect on the date hereof.
2. Unless your employment is earlier terminated, for the
Continuation Period (or such longer period as may be provided by the
terms of the appropriate program, practice or policy), the Company
will, at its expense, continue on behalf of you and your dependents and
beneficiaries the life insurance, disability, medical, dental and
hospitalization benefits generally made available to the Company's
executive officers at any time during the 90-day period prior to the
Resignation Date or at any time during the Continuation Period,
provided that (A) the Company's obligation hereunder with respect to
the foregoing benefits will be limited to the extent that you obtain
any such benefits pursuant to a subsequent employer's benefit plans, in
which case the Company may reduce the coverage of any benefits it is
required to provide you hereunder as long as the aggregate coverages
and benefits of the combined benefit plans are no less favorable to you
than the coverages and benefits required to be provided hereunder, and
(B) this paragraph 2 will not be interpreted so as to limit any
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benefits to which you or your dependents or beneficiaries may be
entitled under any of the Company's employee benefit plans, programs or
practices following your termination of employment, including, without
limitation, retiree medical and life insurance benefits;
3. The outstanding stock options granted to you on or prior to
the date hereof under the Company's 1998 Incentive Equity Plan (the
"1998 Plan Options") will become immediately exercisable and 100%
vested and, notwithstanding anything to the contrary contained in the
plan, agreement or other instrument relating to such 1998 Plan Options
with regard to the period of time within which such stock options must
be exercised following your termination of employment or provision of
services to the Company, all 1998 Stock Plan Options may be exercised
at any time and from time to time until the one (1) year anniversary of
the Resignation Date.
4. Notwithstanding anything to the contrary contained in the
plan, agreement or other instrument relating to the outstanding stock
options granted to you on or prior to the date hereof under the
Company's 1991 Stock Option Plan, as amended (the "1991 Plan Options"),
with regard to the period of time within which such stock options must
be exercised following your termination of employment or provision of
services to the Company, all 1991 Plan Options may be exercised at any
time and from time to time until December 31, 2000.
If you elect to resign from the Board and from serving as an officer of
WA Telcom, then you will be entitled to the same benefits as set forth in
paragraphs 1 through 4 above, provided that you give the Company written notice
of your resignation at least sixty (60) days prior to the proposed effective
date thereof, which date will be the Resignation Date for purposes hereof.
From and after the Resignation Date, your employment hereunder may only
be terminated by the Company for "cause" or in the event of your death or
"disability."
For purposes of this letter agreement:
A. "Cause" shall exist:
(i) if you are convicted of (from which no
appeal may be taken), or plead guilty to, any act of
fraud, misappropriation or embezzlement, or any
felony;
(ii) if, in the sole determination of the
Board, and as set forth in a written statement
executed by the Board, you have engaged in conduct or
activities materially damaging to the business of the
Company (it being understood, however, that neither
conduct nor activities pursuant to your exercise of
your good faith business judgment nor unintentional
physical damage to any property of the Company by you
will be grounds for such a determination by the
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Mr. Hensley E. West
December 14, 1998
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Board); or
(iii) if you have failed without reasonable
cause to perform the duties assigned to you and,
after written notice from the Company of such
failure, you at any time thereafter again so fail,
provided that the Company gives you notice of such
failure prior to or together with any such notice of
termination.
B. "Disability" means your failure to perform your normal
required duties hereunder at your office for a period of three (3)
consecutive months, by reason of your mental or physical disability as
so determined by a licensed physician selected by the Company
satisfactory to you.
Other than that certain Severance Protection Agreement dated as of
November 1, 1997 by and between World Access, Inc. and you, which shall continue
in full force and effect until the Resignation Date, this letter agreement
constitutes the entire agreement between the parties hereto and supersedes all
prior agreements (if any), understandings and arrangements (oral or written)
between the parties hereto with respect to the subject matter hereof.
If the foregoing correctly reflects our agreement, I would appreciate
your executing and returning to me a copy of this letter agreement.
Sincerely,
WORLD ACCESS, INC.
By:
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Steven A. Odom, Chairman of the Board
AGREED AND ACCEPTED:
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Hensley E. West