This Employment Agreement ("Agreement") is made and entered into the 4th day of August, 1999 by and
between Log on America, Inc., a Delaware corporation ("Corporation"), and Stephen J. Gilbert, a Maine
WHEREAS, Corporation and Employee desire that the term of this Agreement begin on the date of execution
hereof ("Effective Date").
WHEREAS, Corporation desires to employ Employee as its Executive Vice President, Retail Dial-Up Services,
and Employee is willing to accept such employment by Corporation, on the terms and subject to the conditions
set forth in this Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Duties. During the term of this Agreement, Employee agrees to be employed by and to serve
Corporation as its Executive Vice President, Retail Dial-Up Services, and Corporation agrees to employ and
retain Employee in such capacity. Employee shall devote a substantial portion of his business time, energy, and
skill to the affairs of the Corporation as Employee shall report to the Corporation's Chief Executive Officer and at
all times during the term of this Agreement shall have powers and duties at least commensurate with his position
as Director, Retail Dial-Up Services. Employee's job description is attached hereto as Exhibit A.
Section 2. Term of Employment.
a. Definitions. For the purposes of this Agreement the following terms shall have the following meanings:
(1) "Termination For Cause" shall mean termination by Corporation of Employee's employment by Corporation
by reason of Employee's willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to,
Corporation or by reason of Employee's willful material breach of this Agreement which has resulted in material
injury to Corporation.
(2) "Termination Other Than For Cause" shall mean termination by Corporation of Employee's employment by
Corporation (other than in a Termination for Cause) and shall include constructive termination of E