As of April 8, 2009
Board of Directors
WorldGate Communications, Inc.
WorldGate Service, Inc.
3190 Tremont Avenue
Trevose, PA 19355
As was discussed on April 8, 2009 (the "Resignation Date"), I am hereby tendering my resignation as a Director
and as Chief Executive Officer of WorldGate Communications, Inc., and any other offices or positions I may
hold in WorldGate Communications, Inc. or any of its affiliates, including without limitation WorldGate Service,
Inc., and each of WorldGate Communications, Inc.’s subsidiaries (collectively with WorldGate Communications,
Inc., the “Company”). We have mutually agreed that my resignation is to be treated as a termination without
cause effective on the Resignation Date under that certain Employment Agreement between me and the Company
dated April 6, 2009 (the “Employment Agreement”).
The Employment Agreement calls for me to be provided with certain post-termination benefits in the event that
my employment is terminated by the Company without cause. In exchange for my resignation and undertakings in
this letter, and in exchange for the general release upon which any severance benefits are conditioned by the
Employment Agreement, which release is set forth in this letter, the Company is offering me the following
severance benefits (the “Severance Benefits”):
(a) beginning with the next regular payday following the Resignation Date, and in
accordance with the Company’s regularly-scheduled paydays thereafter, the Company will continue to pay me
my monthly base salary amount of $28,022.00 (which equals $336,263 annually), less applicable withholdings
from April 9, 2009 through April 7, 2010 (the "Severance Period"), with the first payment to be retroactive to the
(b) because I have been employed by the Company for the first eight days of the 91-day
second quarter of 2009, the Company will pay me the accrued portion of the cash bonus for th