New Res Inc Sample Contracts

Excel Communications Inc \New\ – AGREEMENT AND PLAN OF MERGER (June 24th, 1998)

EXHIBIT NO. 2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 14, 1998 AMONG TELEGLOBE INC. NORTH MERGER SUB CORPORATION and EXCEL COMMUNICATIONS, INC. GLOSSARY OF DEFINED TERMS Definition Location of Definition Acquisition Proposal.............................................ss. 5.5(a)(i) Affiliates.......................................................ss. 8.11 Agreement........................................................Preamble Alternative Transaction..........................................ss. 5.5(c) Average Price

Excel Communications Inc \New\ – PRESS RELEASE FOR IMMEDIATE RELEASE (June 24th, 1998)

EXHIBIT 99 Sunday, June 14, 1998 PRESS RELEASE FOR IMMEDIATE RELEASE TELEGLOBE AND EXCEL COMMUNICATIONS ANNOUNCE US$7 BILLION MERGER OF EQUALS GLOBAL COMMUNICATIONS COMPANY TARGETS WORLD-WIDE RESIDENTIAL, BUSINESS WHOLESALE AND INTERNET GROWTH OPPORTUNITIES MONTREAL and DALLAS, June 14, 1998 - Teleglobe Inc. (NYSE, TSE, ME:TGO), a world leader in the intercontinental telecommunications industry, and Excel Communications, Inc. (NYSE : ECI), the fifth-largest long distance carrier in the United States, today announced that they have signed a definitive merger agreement, creating a global integrated long distance communications company reaching 240 countries and having a combined equity market value (based on June 12, closing prices) of approximately US$7 billion (C$10 billion). The merger represents

Excel Communications Inc \New\ – SERVICE AGREEMENT (May 15th, 1998)

EXHIBIT 10.1 THIRD AMENDED AND RESTATED SERVICE AGREEMENT This Third Amended and Restated Service Agreement (this "Agreement") is made as of April 16, 1998, (the "Effective Date"), by and between Excel Telecommunications Inc., a Texas corporation ("Excel"), and IXC Long Distance, Inc., IXC Carrier, Inc., and IXC Broadband Services, Inc. (collectively, "IXC"). Background A. Excel and Switched Services Communications, L.L.C., a subsidiary of IXC, previously entered into that certain Second Amended and Restated Service Agreement dated as of January 1, 1996 (the "Original Agreement"), which provided for the provision of long distance services to Excel. B. Excel and IXC previously entered into a Preferred Vendor Status Agreem

Excel Communications Inc \New\ – APPLICATION AND AGREEMENT (March 30th, 1998)

(FRONT) INDEPENDENT REPRESENTATIVE APPLICATION AND AGREEMENT COMPLETION INSTRUCTIONS: PLEASE FILL OUT BOXED AREA NEATLY MAKING SURE NOT TO WRITE OUTSIDE OF BOXES AS SHOWN TO INSURE PROPER PROCESSING OF YOUR INFORMATION COMPLETE AS SHOWN IN BLACK OR BLUE INK AND PRINT IN CAPITAL LETTERS ------------------------- HOME TELEPHONE NUMBER ------------------------- BUSINESS TELEPHONE NUMBER ------------------------- APPLICANT'S EXCEL ID# THIS NUMBER WILL SERVE AS YOUR EXCEL IDENTIFICATION NUMBER ON ALL DOCUMENTATION. If you are joining Excel as an Individual Representative, fill in your SOCIAL SECURITY NUMBER. If you are joining Excel as a business, fill in your FEDERAL EMPLOYER'S IDENTIFICATION NUMBER. ------------------------- LAST NAME ------------------------- FIRST NAME ------------------------- BUSINESS NAME ------------------------- MAILING ADDRESS (This will be your shipping address for all correspondence and kits.

Excel Communications Inc \New\ – AMENDMENT (March 30th, 1998)

AMENDMENT TO THE EXCEL COMMUNICATIONS, INC. EMPLOYEE OWNERSHIP PLAN EXCEL Communications, Inc. (the "Company") adopted the EXCEL Telecommunications, Inc. Savings and Investment Plan (the "Plan"), effective January 1, 1992. The Plan was amended and restated effective October 1, 1995, with the resulting Plan denominated as the EXCEL Communications, Inc. Employee Ownership Plan. Having reserved the right under Section 14.02 to amend the Plan, the Company does by these presents hereby amend the Plan as follows, effective January 1, 1997, with respect to amendments 2 through 8, and effective January 1, 1998, for each other amendment: 1. This Amendment shall amend only those sections of the Plan set forth herein, and those sections and subsections not expressly amended hereby shall rema

Excel Communications Inc \New\ – Re: Indemnification Agreement (March 30th, 1998)

January 26, 1998 [Name] [Address] Re: Indemnification Agreement Dear : --------------- This letter reflects the agreement of EXCEL Communications, Inc., a Delaware corporation (the "Company"), to indemnify you against expenses and liabilities to which you may become subject in connection with your services to the Company. In consideration of your providing your services to the Company, the Company hereby agrees with you as follows: 1. (a) Subject to Sections 3, 7 and 9 below, to the fullest extent permitted by law, you shall be indemnified and held harmless by the Company from and against any and all judgments, fines, excise taxes, amounts paid in settlement, losses, damages, expenses (including, wherever expenses are referred to in this agreement, legal fees and disbursements and court costs reasonably incurred) and other liabilities, whether

Excel Communications Inc \New\ – AREA COORDINATOR APPLICATION AND AGREEMENT (March 30th, 1998)

REF CONTROL NO. AREA COORDINATOR APPLICATION AND AGREEMENT COMPLETION INSTRUCTIONS PLEASE FILL OUT BOXED AREA NEATLY MAKING SURE NOT TO WRITE OUTSIDE OF BOXES AS SHOWN TO ENSURE PROPER PROCESSING OF YOUR INFORMATION COMPLETE AS SHOWN IN BLACK OR BLUE INK AND PRINT IN CAPITAL LETTERS PLEASE 3 CHECK TO INDICATE AREA: COORDINATOR TYPE ----------- EXCEL REPRESENTATIVE ----------- INDEPENDENT ----------- --------------------------- HOME TELEPHONE NUMBER --------------------------- BUSINESS TELEPHONE NUMBER --------------------------- APPLICANT'S EXCEL ID# The following number will serve as your Excel identification number on all documentation. If you are joining Excel as an individual Area Coordinator, fill in your Social Security Number. If you are joining Excel as a business, fill in your FEDERAL EMPLOYER'S IDENTIFICATION NUMBER. --------------------------- LAST NAME -----------

Excel Communications Inc \New\ – 1997 DIRECTOR STOCK OPTION PLAN (October 17th, 1997)

1 EXHIBIT 4.5 EXCEL COMMUNICATIONS, INC. 1997 DIRECTOR STOCK OPTION PLAN 1. Purpose. The purpose of this 1997 Director Stock Option Plan (the "Plan") of Excel Communications, Inc., a Delaware corporation (the "Company"), is to encourage ownership in the Company by outside directors of the Company whose continued services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company. 2. Eligibility. Options (each, an "Option") to purchase shares ("Shares") of the Company's common stock, par value $.001 per share ("Common Stock"), may be granted only to Outside Directors. An "Outside Director" is a member of the Board of Directors of the Company ("Board of Directors") that is not an Employee (each, an "Optionee"). "Employee" means any person, including

Excel Communications Inc \New\ – 1997 STOCK OPTION PLAN (October 17th, 1997)

1 EXHIBIT 4.4 EXCEL COMMUNICATIONS, INC. 1997 STOCK OPTION PLAN Adopted September 1, 1997 1. PURPOSES OF THE PLAN. The purpose of the Plan is to provide a means by which selected Employees of and Consultants to the Company and its Affiliates may be given an opportunity to purchase stock of the Company. The Company, by means of the Plan, seeks to retain the services of persons who are now Employees of or Consultants to the Company and its Affiliates, to secure and retain the services of new Employees and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. Options granted under the Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Committee at the time of grant of an Option and subject to

Excel Communications Inc \New\ – CERTIFICATE OF INCORPORATION (October 17th, 1997)

1 EXHIBIT 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW RES, INC. This Amended and Restated Certificate of Incorporation of New RES, Inc., a corporation incorporated under the General Corporation Law of the State of Delaware (the "Corporation") on May 30, 1997, has been duly adopted and executed in accordance with the provisions of Sections 103, 242 and 245 of the General Corporation Law of the State of Delaware. The undersigned, being an authorized officer of the Corporation, hereby certifies that: FIRST: The name of the Corporation is New RES, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Cent

New Res Inc – NON-COMPETITION AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.6 NON-COMPETITION AGREEMENT By signing below, I, Donald A. Burns (sometimes referred to hereinafter as the "Executive"), agree to the terms and conditions set forth in this agreement (the "Agreement") between me and New RES, Inc. (the "Company"). I am entering into this Agreement (a) in connection with, and as additional consideration for, the Company's acquisition, on the date hereof (the "Acquisition"), of all of the outstanding capital stock of Telco Communications Group, Inc. ("Telco") pursuant to an Agreement and Plan of Merger, dated as of June 5, 1997 (the "Merger Agreement") and (b) in accordance with the terms and conditions of Section 8.2(i) of the Merger Agreement. Immediately prior to the Acquisition, I was President and Chief Executive Officer of Telco and beneficially owned __________ shares of common stock, no par value, of Telco (including

New Res Inc – NON-COMPETITION AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.10 NON-COMPETITION AGREEMENT By signing below, I, Bryan K. Rachlin (sometimes referred to hereinafter as the "Executive"), agree to the terms and conditions set forth in this agreement (the "Agreement") between me and New RES, Inc. (the "Company"). I am entering into this Agreement (a) in connection with, and as additional consideration for, the Company's acquisition, on the date hereof (the "Acquisition"), of all of the outstanding capital stock of Telco Communications Group, Inc. ("Telco") pursuant to an Agreement and Plan of Merger, dated as of June 5, 1997 (the "Merger Agreement") and (b) in accordance with the terms and conditions of Section 8.2(i) of the Merger Agreement. Immediately prior to the Acquisition, I was General Counsel and Chief Operating Officer of Telco and beneficially owned __________ shares of common stock, no par value, of Telco (in

New Res Inc – NON-COMPETITION AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.8 NON-COMPETITION AGREEMENT By signing below, I, Henry G. Luken, III (sometimes referred to hereinafter as the "Executive"), agree to the terms and conditions set forth in this agreement (the "Agreement") between me and New RES, Inc. (the "Company"). I am entering into this Agreement (a) in connection with, and as additional consideration for, the Company's acquisition, on the date hereof (the "Acquisition"), of all of the outstanding capital stock of Telco Communications Group, Inc. ("Telco") pursuant to an Agreement and Plan of Merger, dated as of June 5, 1997 (the "Merger Agreement") and (b) in accordance with the terms and conditions of Section 8.2(i) of the Merger Agreement. Immediately prior to the Acquisition, I was Chairman of Telco and beneficially owned __________ shares of common stock, no par value, of Telco (including, for this purpose, shares

New Res Inc – 1997 DIRECTOR STOCK OPTION PLAN (September 11th, 1997)

1 Exhibit 10.15 NEW RES, INC. 1997 DIRECTOR STOCK OPTION PLAN 1. Purpose. The purpose of this 1997 Director Stock Option Plan (the "Plan") of New RES, Inc., a Delaware corporation (the "Company"), is to encourage ownership in the Company by outside directors of the Company whose continued services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company. 2. Eligibility. Options (each, an "Option") to purchase shares ("Shares") of the Company's common stock, par value $.001 per share ("Common Stock"), may be granted only to Outside Directors. An "Outside Director" is a member of the Board of Directors of the Company ("Board of Directors") that is not an Employee (each, an "Optionee"). "Employee" means any person, including officers and dir

New Res Inc – EMPLOYMENT AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 199__ by and between Telco Communications Group, Inc., a Virginia corporation (the "Company"), and Nicholas A. Merrick (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as Chief Financial Officer, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth

New Res Inc – 1997 STOCK OPTION PLAN (September 11th, 1997)

1 Exhibit 10.14 NEW RES, INC. 1997 STOCK OPTION PLAN Adopted September 1997 1. PURPOSES OF THE PLAN. The purpose of the Plan is to provide a means by which selected Employees of and Consultants to the Company and its Affiliates may be given an opportunity to purchase stock of the Company. The Company, by means of the Plan, seeks to retain the services of persons who are now Employees of or Consultants to the Company and its Affiliates, to secure and retain the services of new Employees and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. Options granted under the Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Committee at the time of grant of an Option and subject to the appl

New Res Inc – NON-COMPETITION AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.9 NON-COMPETITION AGREEMENT By signing below, I, Nicholas A. Merrick (sometimes referred to hereinafter as the "Executive"), agree to the terms and conditions set forth in this agreement (the "Agreement") between me and New RES, Inc. (the "Company"). I am entering into this Agreement (a) in connection with, and as additional consideration for, the Company's acquisition, on the date hereof (the "Acquisition"), of all of the outstanding capital stock of Telco Communications Group, Inc. ("Telco") pursuant to an Agreement and Plan of Merger, dated as of June 5, 1997 (the "Merger Agreement") and (b) in accordance with the terms and conditions of Section 8.2(i) of the Merger Agreement. Immediately prior to the Acquisition, I was Chief Financial Officer of Telco and beneficially owned __________ shares of common stock, no par value, of Telco (including, for this

New Res Inc – EMPLOYMENT AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 199__ by and between Telco Communications Group, Inc., a Virginia corporation (the "Company"), and Stephen G. Canton (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as President-Consumer and Commercial, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter

New Res Inc – EMPLOYMENT AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 199__ by and between Telco Communications Group, Inc., a Virginia corporation (the "Company"), and Bryan K. Rachlin (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as General Counsel and Chief Operating Officer, and the Executive hereby accepts such employment, on the terms and subject to the conditions here

New Res Inc – NON-COMPETITION AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.7 NON-COMPETITION AGREEMENT By signing below, I, Stephen G. Canton (sometimes referred to hereinafter as the "Executive"), agree to the terms and conditions set forth in this agreement (the "Agreement") between me and New RES, Inc. (the "Company"). I am entering into this Agreement (a) in connection with, and as additional consideration for, the Company's acquisition, on the date hereof (the "Acquisition"), of all of the outstanding capital stock of Telco Communications Group, Inc. ("Telco") pursuant to an Agreement and Plan of Merger, dated as of June 5, 1997 (the "Merger Agreement") and (b) in accordance with the terms and conditions of Section 8.2(h) of the Merger Agreement. Immediately prior to the Acquisition, I was President - Commercial Sales Division of Telco and beneficially owned __________ shares of common stock, no par value, of Telco (includ

New Res Inc – EMPLOYMENT AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 199__ by and between New RES, Inc., a Delaware corporation (the "Company"), and Henry G. Luken, III (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as Executive Vice President and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth.

New Res Inc – EMPLOYMENT AGREEMENT (September 11th, 1997)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 199__ by and between Telco Communications Group, Inc., a Virginia corporation (the "Company"), and Donald Burns (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as President and Chief Executive Officer, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter se