AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Agreement") is made as of the 12th
day of July, 2000 by and between ICG Communications, Inc. ("Employer" or the
"Company") and Michael D. Kallet ("Employee").
RECITALS
WHEREAS, the Company and Employee previously entered into that certain
Employment Agreement dated as of July 1, 1999 ("Employment Agreement");
WHEREAS, the parties desire to amend certain of the terms of the Employment
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. Section 3.1. Section 3.1 shall be amended to delete Section 3.1 in its
entirety and insert the following in its place:
The Company shall pay Employee during the Term of this Agreement an
annual base salary, payable bi-weekly. The annual base salary will
initially be Three Hundred Thousand and no/100 Dollars ($300,000.00).
2. Section 3.2. The last sentence of Section 3.2 shall be amended to read
as follows: "Employee's annual bonus is established at 60% of annual base salary
if all objectives and goals are met."
3. Section 3.3. Section 3.3 shall be amended to delete the last sentence.
4. Section 4. The first two sentences of Section 4 shall be amended to read
as follows: "The initial term of this Agreement will be for two (2) years
commencing as of the date hereof ("Term"). From the date hereof, this Agreement
will automatically renew from month-to-month such that there will always be two
(2) years remaining in the Term, unless and until either party shall give at
least sixty (60) days notice to the other of her or its desire to terminate the
Agreement (in such case, the Term shall end upon the date indicated in such
notice)."
5. Section 5.6. Section 5.6 shall be amended to delete Section 5.6 in its
entirety and insert the following in its place:
If this Agreement is terminated by the Company under Section 4 or
Section 5.3 or by Employee under Section 5.4, the Company shall pay
Employee a termination fee in an amount equal to two (2) times the
aggregate amount of his annual base salary plus his targeted annual
bonus plus the annual value of his benefits and perquisites. Such
termination fee will be paid in a lump sum within fifteen (15) days
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from the date of termination. In addition, if the Company terminates
this Agreement under Section 4 or Section 5.3 or Employee terminates
this Agreement under Section 5.3 or Section 5.4, all options to
purchase shares of the Company and/or stock awards that have been
granted to Employee, but not yet vested, will immediately vest on the
date of termination and Employee will be entitled to exercise all
options held by the Employee for a period of twelve (12) months after
the date of termination in accordance with the plans and agreements
relating to such options.
6. Other Terms and Conditions. All other terms and conditions of the
Employment Agreement shall remain in full force and effect, as if fully stated
herein.
7. Capitalized Terms. Capitalized and defined terms shall have the same
meaning as that accorded them in the Employment Agreement, unless the context
requires otherwise.
8. Conflict. If there are any conflicting terms or conditions between the
terms and conditions of this Amendment and the terms and conditions of the
Employment Agreement, the terms and conditions of the Amendment shall control.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment as of the date first written above.
ICG COMMUNICATIONS, INC.
/s/ Bill Beans
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Name: William S. Beans, Jr.
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Title: President & COO
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/s/ Michael D. Kallet
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Michael D. Kallet
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