GLOWPOINT INC
DAVID C. TRACHTENBERG EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d57414_ex10-1.txt
<DESCRIPTION>DAVID C. TRACHTENBERG EMPLOYMENT AGREEMENT
<TEXT>

                                                                    Exhibit 10.1

                              EMPLOYMENT AGREEMENT

      This Employment Agreement, dated October 3, 2003, is between Glowpoint,
Inc., a Delaware corporation (the "Company"), and David Trachtenberg
("Executive").

      WHEREAS, the Company wishes to employ Executive and Executive wishes to
work for Company.

      NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1.    POSITION AND RESPONSIBILITIES.

1.1         Position. Executive is employed by the Company to render services to
            the Company in the position of President and Chief Executive
            Officer. Executive shall perform such duties and responsibilities as
            are normally related to such position in accordance with the
            standards of the industry and any additional duties consistent with
            his position now or hereafter assigned to Executive by the Board of
            Directors. Executive shall abide by the rules, regulations, and
            practices of the Company as adopted or modified from time to time in
            the Company's reasonable discretion.

1.2         Board of Directors. The Company shall use its best efforts to cause
            the Board of Directors to appoint Executive to the temporary vacancy
            on the Board. In addition, at the next annual meeting of the
            stockholders, the Company shall use its best efforts to cause the
            Board to nominate Executive to a position on the Board.

1.3         Other Activities. Executive shall devote his full business time,
            attention and skill to perform any assigned duties, services and
            responsibilities while employed by the Company, for the furtherance
            of the Company's business, in a diligent, loyal and conscientious
            manner. Except upon the prior written consent of the Board of
            Directors, Executive will not, during the term of this Agreement:
            (i) accept any other employment; or (ii) engage, directly or
            indirectly, in any other business activity (whether or not pursued
            for pecuniary advantage) that interferes with Executive's duties and
            responsibilities hereunder or create a conflict of interest with the
            Company. It shall not be a breach or violation of this Agreement for
            the Executive to: (i) serve on corporate, civic or charitable boards
            or committees; (ii) deliver lectures, fulfill speaking engagements
            or teach at educational institutions; (iii) manage personal
            investments and activities, so long as such investments and
            activities do not interfere with or detract from the performance of
            the Executive's responsibilities to the Company in accordance with
            this Agreement and provided that the Company shall not be
            responsible for providing any compensation, expense reimbursements
            or any other benefits to the Executive with respect to such
            activities.


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1.4         No Conflict. Executive represents and warrants that Executive's
            execution of this Agreement, Executive's employment with the
            Company, and the performance of Executive's proposed duties under
            this Agreement shall not violate any obligations Executive may have
            to any other employer, person or entity, including any obligations
            with respect to proprietary or confidential information of any other
            person or entity.

1.5         Commencement of Work. Executive will commence employment with the
            Company no later than thirty (30) days after the date of this
            Agreement.

2.    COMPENSATION AND BENEFITS.

2.1         Base Salary. In consideration of the services to be rendered under
            this Agreement and so long as Executive remains employed by the
            Company, the Company shall pay Executive a salary equivalent to
            $315,000 per year for the first year of employment, $345,000 per
            year for the second year of employment, and $375,000 per year for
            the third year of employment (the "Base Salary"). The Base Salary
            shall be paid in accordance with the Company's regularly established
            payroll practice. Executive's Base Salary shall be reduced by
            withholdings required by law. Executive's Base Salary will be
            reviewed from time to time in accordance with the established
            procedures of the Company for adjusting salaries for similarly
            situated senior level employees and may be adjusted upward in the
            sole discretion of the Board of Directors.

2.2         Restricted Stock. The Company shall recommend to the Compensation
            Committee ("Compensation Committee") and to the Board of Directors
            (the "Board") that Executive be granted restricted stock
            ("Restricted Stock") in the amount of 360,000 shares of Common Stock
            of the Company.

(a) Other than as expressly provided herein, the Restricted Stock shall be
forfeited if the Executive's employment with the Company is terminated for any
reason. As long as the Executive remains employed by the Company, the risk of
forfeiture will lapse with respect to 120,000 shares on each anniversary of the
commencement of the Executive's employment. The executive may, in his discretion
and subject to the satisfaction of applicable income and employment tax
withholding obligations, make an election under Section 83(b) of the Internal
Revenue Code with respect to the Restricted Stock. Executive's entitlement to
any Restricted Stock that may be approved by the Board and/or Compensation
Committee is conditioned upon Executive's signing of a separate Restricted Stock
Agreement and payment of the par value of the Restricted Stock if required.

(b) The risk of forfeiture shall lapse upon a Change in Control or Corporate
Transaction (as each is defined in the Restricted Stock Agreement) as long as
Executive remains employed by the Company on the date of the Change of Control
or Corporate Transaction; provided, however, if the surviving company of such
Change in Control or Corporate Transaction offers Executive continued employment
at an equivalent level in terms of position, compensation and benefits to that
existing immediately prior to the Change in Control or


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Corporate Transaction and the successor entity or its parent assumes the
contractual obligations with respect the Restricted Stock, such risk of
forfeiture shall not automatically lapse, but will lapse in accordance to the
schedule set forth in paragraph 2.2(a).

2.3         Incentive Compensation. No later than sixty (60) days after
            Executive commences his employment, Executive and the Compensation
            Committee will establish appropriate goals and metrics by which
            Executive will be evaluated for 2004. Such goals and metrics will be
            updated by the Executive and the Compensation Committee on an annual
            basis thereafter. If in the opinion of the Compensation Committee,
            Executive meets the mutually agreed upon goals and metrics,
            Executive will receive incentive compensation in an amount
            equivalent to fifty percent (50%) of his then annual base salary.

2.4         Benefits. Executive shall be eligible to participate in the benefits
            made generally available by the Company to similarly-situated senior
            level employees, in accordance with the benefit plans established by
            the Company, and as may be amended from time to time in the
            Company's sole discretion.

2.5         Life Insurance. The Company will purchase life insurance on behalf
            of Executive. The life insurance policy will contain a death benefit
            payable to a beneficiary selected by Executive in the amount of
            $2,000,000.

2.6         Expenses. The Company shall reimburse Executive for reasonable
            travel and other business expenses incurred by Executive in the
            performance of Executive's duties hereunder in accordance with the
            Company's expense reimbursement guidelines, as they may be amended
            in the Company's sole discretion.

2.7         Car Lease and Parking. The Company will reimburse Executive up to
            $750 per month that he may use to lease a car to conduct Company
            business. The Company will reimburse Executive up to $500 per month
            that he may use to pay for parking his leased car in New York City.
            Reimbursement will be made upon presentation of receipts according
            to the Company's expense reimbursement guidelines.

2.8         Vacation. Executive will be entitled to accrue four weeks of paid
            vacation per year. Such vacation must be used in the year in which
            it is accrued and may not be carried over from year to year.

2.9         Indemnity. Executive will be indemnified by the Company against all
            claims against him related to his employment hereunder or to the
            performance of his duties hereunder to the fullest extent allowed by
            the laws of the State of Delaware.

3.    EMPLOYMENT AND SEVERANCE.

3.1         Employment. Either the Company or Executive may terminate
            Executive's employment with the Company at any time, for any reason
            or no reason at all so long as they comply with the terms in this
            section 3.

3.2         Termination for Cause or Voluntary Resignation. If Executive is
            terminated for Cause (as defined below) or if Executive voluntarily
            resigns, Executive will be


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            entitled to all his Base Salary and other benefits through the last
            day actually worked. Thereafter, all benefits, compensation and
            perquisites of employment will cease.

3.3         Termination Without Cause, Resignation for Good Reason or Death. If
            Executive is terminated without Cause (as defined below) or if
            Executive Resigns for Good Reason (as defined below) or if Executive
            dies, Executive shall be entitled to severance equal to one year of
            his then annual Base Salary and one year of his then annual
            Incentive Compensation. Such severance shall be paid as follows: the
            first payment, equal to 50% of the total severance, shall be made
            within 14 days of the termination date. Thereafter, the second 50%
            shall be paid in four equal payments over the next four quarters
            following the termination date. In the event that Executive is
            terminated without Cause, or if Executive Resigns for Good Reason,
            or if Executive dies, Executive will also be entitled to one year of
            accelerated vesting on the Restricted Stock granted under this
            Agreement, and the forfeiture provisions as to the Restricted Stock
            which is subject to accelerated vesting will lift, and he will
            receive continuation payments of his Car Lease and Parking (as
            provided in paragraph 2.7) for a period of one year. In addition, in
            the event that Executive is terminated without Cause or if Executive
            Resigns for Good Reason and if Executive timely elects COBRA
            coverage, the Company will pay the employee contribution portion of
            the COBRA coverage on Executive's behalf for a period of up to one
            year.

3.4         Definition of Cause. For purposes of this Agreement, Cause shall
            mean in the judgment of the Company: (i) Executive willfully engages
            in any act or omission which is in bad faith and to the detriment of
            the Company; (ii) Executive exhibits unfitness for service,
            dishonesty, habitual gross neglect, persistent and serious
            deficiencies in performance, or gross incompetence; which conduct is
            not cured within fifteen (15) days after receipt by Executive of
            written notice of the conduct; (iii) Executive is convicted of a
            crime; or (iv) Executive refuses or fails to act on any reasonable
            and lawful directive or order from the Board of Directors, which
            refusal is not cured within fifteen (15) days after receipt by the
            Executive of written notice thereof. Notice of any termination for
            Cause shall be given in writing to the Executive, which notice shall
            set forth in reasonable detail all acts or omission upon which the
            Company is relying for such termination prior to the effective date
            of the termination.

3.5         Definition of Resignation for Good Reason. For purposes of this
            Agreement, Resignation for Good Reason shall mean if Executive
            resigns because: (i) there has been a diminution in his Base Salary;
            (ii) he is required to be based in an office that is more than 75
            miles from the current location of the office; or (iii) he is
            assigned duties that are materially inconsistent with his position
            as Chief Executive Officer; (iv) there is a material diminution of
            his status, office, title or reporting requirements; or (v) the
            company fails to pay money or otherwise fails to provide benefits
            owed under this Agreement.


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<PAGE>

4.    TERMINATION OBLIGATIONS.

4.1         Return of Property. Executive agrees that all property (including
            without limitation all equipment, tangible proprietary information,
            documents, records, notes, contracts and computer-generated
            materials) furnished to or created or prepared by Executive incident
            to Executive's employment belongs to the Company and shall be
            promptly returned to the Company upon termination of Executive's
            employment.

4.2         Cooperation. Following any termination of employment, Executive
            shall cooperate with the Company in the winding up of pending work
            on behalf of the Company and the orderly transfer of work to other
            employees. Executive shall also cooperate with the Company in the
            defense of any action brought by any third party against the Company
            that relates to Executive's employment by the Company. In the event
            that the Executive is asked to perform work pursuant to this
            paragraph, he shall be compensated at his then reasonable hourly
            rate for consulting services, together with reasonable expenses.

5.    INVENTIONS AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY
      INFORMATION.

5.1         Proprietary Information. Executive hereby covenants, agrees and
            acknowledges as follows:

(a) The Company is engaged in a continuous program of research, design,
development, production, marketing and servicing with respect to its business.

(b) Executive's employment hereunder creates a relationship of confidence and
trust between Executive and the Company with respect to certain information
pertaining to the business of the Company or pertaining to the business of any
customer of the Company which may be made known to the Executive by the Company
or by any customer of the Company or learned by the Executive during the period
of Executive's employment by the Company.

(c) The Company possesses and will continue to possess information that has been
created, discovered or developed by, or otherwise becomes known to it
(including, without limitation, information created, discovered or developed by,
or made known to, Executive during the period of Executive's employment or
arising out of Executive's employment and which pertains to the Company's actual
or contemplated business, products, intellectual property or processes) or in
which property rights have been or may be assigned or otherwise conveyed to the
Company, which information has commercial value in the business in which the
Company is engaged and is treated by the Company as confidential.

(d) Any and all inventions, products, discoveries, improvements, processes,
manufacturing, marketing and services methods or techniques, formulae, designs,
styles, specifications, data bases, computer programs (whether in source code or
object code), know-how, strategies and data, whether or not patentable or
registrable under copyright or similar statutes, made, developed or created by
Executive (whether at the request or suggestion of the Company or otherwise,
whether alone or in conjunction with others, and whether during regular


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<PAGE>

hours of work or otherwise) during the period of Executive's employment by the
Company which pertains to the Company's actual or contemplated business,
products, intellectual property or processes (collectively hereinafter referred
to as "Developments"), shall be the sole property of the Company and will be
promptly and fully disclosed by Executive to the Board without any additional
compensation therefore, including, without limitation, all papers, drawings,
models, data, documents and other material pertaining to or in any way relating
to any Developments made, developed or created by Executive as aforesaid. The
Company shall own all right, title and interest in and to the Developments and
such Developments shall be considered "works made for hire" for the Company
under US Copyright Law. If any of the Developments are held for any reason not
to be "works made for hire" for the Company or if ownership of all right, title
and interest in and to the Developments has not vested exclusively and
immediately in the Company upon creation, Executive irrevocably assigns, without
further consideration, any and all right, title and interest in and to the
Developments to the Company, including any and all moral rights, and "shop
rights" in the Developments recognized by applicable law. Executive irrevocably
agrees to execute any document requested by the Company to give effect to this
Section 5.1 such as assignment of invention or other general assignments of
intellectual property rights, without additional compensation therefore.

(e) Executive will keep confidential and will hold for the Company's sole
benefit any Development which is to be the exclusive property of the Company
under this Section 5.1 irrespective of whether any patent, copyright, trademark
or other right or protection is issued in connection therewith.

(f) Executive also agrees that Executive will not, without the prior approval of
the Board use for Executive's benefit or disclose at any time during Executive's
employment by the Company, or thereafter, except to the extent required by the
performance by Executive of Executive's duties, any information obtained or
developed by Executive while in the employ of the Company with respect to any
Developments or with respect to any customers, clients, suppliers, products,
services, prices, executives, financial affairs, or methods of design,
distribution, marketing, service, procurement or manufacture of the Company or
any confidential matter, except information which at the time is generally known
to the public other than as a result of disclosure by Executive not permitted
hereunder. Notwithstanding the foregoing, the following will not constitute
confidential information for purposes of this Agreement: (i) information which
is or becomes publicly available other than as a result of disclosure by the
Executive; (ii) information designated in writing by the Company as no longer
confidential, or (iii) information known by Executive as of the date of this
Agreement and identified as such in writing to the Board. Executive will comply
with all intellectual property disclosure policies established by the Company
from time to time with respect to the Company's confidential information,
including without respect to Developments.

5.2         Non-Disclosure of Third Party Information. Executive represents and
            warrants and covenants that Executive shall not disclose to the
            Company, or use, or induce the Company to use, any proprietary
            information or trade secrets of others at any time, including but
            not limited to any proprietary information or trade secrets of any
            former employer, if any; and Executive acknowledges and agrees that
            any violation of this provision shall be grounds for Executive's
            immediate termination and could subject Executive to substantial
            civil liabilities and criminal penalties. Executive further


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            specifically and expressly acknowledges that no officer or other
            employee or representative of the Company has requested or
            instructed Executive to disclose or use any such third party
            proprietary information or trade secrets.

5.3         Injunctive Relief. Executive acknowledges and agrees that a remedy
            at law for any breach or threatened breach of the provisions of this
            Section 5 would be inadequate and, therefore, agrees that the
            Company shall be entitled to injunctive relief in addition to any
            other available rights and remedies in case of any such breach or
            threatened breach.

6.    LIMITED AGREEMENT NOT TO COMPETE OR SOLICIT.

6.1         Non-Competition. During the term of this Agreement, and for one (1)
            year after the termination of Executive's employment with the
            Company for any reason, unless mutually agreed otherwise by the
            Executive and the Company, Executive shall not, directly or
            indirectly, work as an employee, consultant, agent, principal,
            partner, manager, officer, or director for any person or entity who
            or which engages in a substantially similar business as the Company.
            For purposes of this Agreement the Company is currently engaged in
            the business of designing, developing, manufacturing or selling
            video communication equipment and services.

6.2         Non-Solicitation. Executive shall not, during his employment and for
            a period of one (1) year immediately after termination of his
            employment, for any reason, either directly or indirectly: (a) call
            on or solicit for similar services, or, encourage or take away any
            of the Company's customers or potential customers about whom
            Executive became aware or with whom Executive had contact as a
            result of Executive's employment with the Company, either for
            benefit of Executive or for any other person or entity; or (b)
            solicit, induce, recruit, or encourage any of the Company's
            employees or contractors to leave the employ of the Company or cease
            providing services to the Company on behalf of the Executive or on
            behalf of any other person or entity; or (c) hire for himself or any
            other person or entity any employee who was employed or engaged by
            the Company within six months prior to the termination of
            Executive's employment.

6.3         Limitations; Remedies. The Executive further agrees that the
            limitations set forth in this Section 6 (including, without
            limitation, any time or territorial limitations) are reasonable and
            properly required for the adequate protection of the businesses of
            the Company. If any of the restrictions contained in Sections 6.1
            and 6.2 are deemed by a court or arbitrator to be unenforceable by
            reason of the extent, duration or geographic scope thereof, or
            otherwise, then the parties agree that such court or arbitrator may
            modify such restriction to the extent necessary to render it
            enforceable and enforce such restriction in its modified form. The
            Executive acknowledges and agrees that a remedy at law for any
            breach or threatened breach of the provisions of this Section 6
            would be inadequate and, therefore, agrees that the Company shall be
            entitled to injunctive relief in addition to any other available
            rights and remedies in cases of any such breach or threatened
            breach.


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7.    ALTERNATIVE DISPUTE RESOLUTION.

      The Company and Executive mutually agree that any controversy or claim
arising out of or relating to this Agreement or the breach thereof, or any other
dispute between the parties arising from or related to Executive's employment
with the Company, shall be submitted to mediation before a mutually agreeable
mediator. In the event mediation is unsuccessful in resolving the claim or
controversy, such claim or controversy shall be resolved by arbitration

      Company and Executive agree that arbitration shall be held in New York,
New York, before a mutually agreed upon single arbitrator licensed to practice
law. The arbitrator shall have authority to award or grant legal, equitable, and
declaratory relief. Such arbitration shall be final and binding on the parties.
If the parties are unable to agree on an arbitrator, the matter may be submitted
to the American Arbitration Association solely for appointment of an arbitrator.

      The claims covered by this Agreement ("Arbitrable Claims") include, but
are not limited to, claims for wages or other compensation due; claims for
breach of any contract (including this Agreement) or covenant (express or
implied); tort claims; claims for discrimination (including, but not limited to,
race, sex, religion, national origin, age, marital status, medical condition, or
disability); claims for benefits (except where an employee benefit or pension
plan specifies that its claims procedure shall culminate in an arbitration
procedure different from this one); and claims for violation of any federal,
state, or other law, statute, regulation, or ordinance, except claims excluded
in the following paragraph. The parties hereby waive any rights they may have to
trial by jury in regard to Arbitrable Claims.

      Claims Executive may have for Workers' Compensation State disability or
unemployment compensation benefits are not covered by this Agreement. Also not
covered is either party's right to obtain provisional remedies, or interim
relief from a court of competent jurisdiction.

      Arbitration under this Agreement shall be the exclusive remedy for all
Arbitrable Claims. This agreement to mediate and arbitrate survives termination
of Executive's employment.

8.    AMENDMENTS; WAIVERS; REMEDIES.

      This Agreement may not be amended or waived except by a writing signed by
Executive and by a duly authorized representative of the Company. Failure to
exercise any right under this Agreement shall not constitute a waiver of such
right. Any waiver of any breach of this Agreement shall not operate as a waiver
of any subsequent breaches. All rights or remedies specified for a party herein
shall be cumulative and in addition to all other rights and remedies of the
party hereunder or under applicable law.

9.    ASSIGNMENT; BINDING EFFECT.

9.1         Assignment. The performance of Executive is personal hereunder, and
            Executive agrees that Executive shall have no right to assign and
            shall not assign or purport to assign any rights or obligations
            under this Agreement. This Agreement may be


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<PAGE>

            assigned or transferred by the Company; and nothing in this
            Agreement shall prevent the consolidation, merger or sale of the
            Company or a sale of any or all or substantially all of its assets.

9.2         Binding Effect. Subject to the foregoing restriction on assignment
            by Executive, this Agreement shall inure to the benefit of and be
            binding upon each of the parties; the affiliates, officers,
            directors, agents, successors and assigns of the Company; and the
            heirs, devisees, spouses, legal representatives and successors of
            Executive.

10.   SEVERABILITY.

      If any provision of this Agreement shall be held by a court or arbitrator
to be invalid, unenforceable, or void, such provision shall be enforced to the
fullest extent permitted by law, and the remainder of this Agreement shall
remain in full force and effect. In the event that the time period or scope of
any provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems
enforceable, then such court or arbitrator shall reduce the time period or scope
to the maximum time period or scope permitted by law.

11.   TAXES.

      All amounts paid under this Agreement (including without limitation Base
Salary) shall be reduced by all applicable state and federal tax withholdings
and any other withholdings required by any applicable jurisdiction.

12.   GOVERNING LAW.

      The validity, interpretation, enforceability, and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey, without regard to New Jersey conflict of laws principles.

13.   INTERPRETATION.

      This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. Sections and section headings
contained in this Agreement are for reference purposes only, and shall not
affect in any manner the meaning or interpretation of this Agreement. Whenever
the context requires, references to the singular shall include the plural and
the plural the singular.

14.   OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT.

      Executive agrees that any and all of Executive's obligations under this
agreement, shall survive the termination of employment and the termination of
this Agreement.


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<PAGE>

15.   AUTHORITY.

      Each party represents and warrants that such party has the right, power
and authority to enter into and execute this Agreement and to perform and
discharge all of the obligations hereunder; and that this Agreement constitutes
the valid and legally binding agreement and obligation of such party and is
enforceable in accordance with its terms.

16.   ENTIRE AGREEMENT.

      This Agreement is the final, complete and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes and merges all
prior or contemporaneous representations, discussions, proposals, negotiations,
conditions, communications and agreements, whether written or oral, between the
parties relating to the subject matter hereof and all past courses of dealing or
industry custom.

      Executive acknowledges Executive has had the opportunity to consult legal
counsel concerning this agreement, that Executive has read and understands the
agreement, that Executive is fully aware of its legal effect, and that Executive
has entered into it freely based on Executive's own judgment and not on any
representations or promises other than those contained in this agreement.

      In Witness Whereof, the parties have duly executed this Agreement as of
the date first written above.

      Glowpoint, Inc.                       David C. Trachtenberg


      /s/ Richard Reiss                     /s/ David C. Trachtenberg
      --------------------                  -------------------------

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