AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Agreement") is made as of the
10th day of May, 2000 by and between ICG Communications, Inc. ("Employer" or the
"Company") and James Washington ("Employee").
RECITALS
WHEREAS, the Company and Employee previously entered into that certain
Employment Agreement dated as of January 7, 2000 ("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 5.3. Section 5.3 is hereby amended to add a penultimate sentence
which shall read as follows: "At the time of the occurrence of a Change of
Control all options to purchase shares of the Company that have been
granted to Employee pursuant to the Company's Stock Option Plans and/or
award agreements, but not yet vested, will immediately vest and Employee
shall be entitled to exercise such options in accordance with the plans and
agreements relating to such options, provided, however, that the options
granted under the Share Price Appreciation Vesting Non-Qualified Option
Agreement dated as of January 7, 2000 between Employee and the Company
shall not vest on an accelerated basis upon the occurrence of a Change of
Control of the Company except as expressly set forth in that option
agreement."
2. 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.
3. Capitalized Terms. Capitalized and defined terms shall have the same
meaning as that accorded them in the Employment Agreement, unless the
context requires otherwise.
4. 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.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment as of the date first written above.
ICG COMMUNICATIONS, INC.
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Name: /s/ William S. Beans, Jr.
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Title: President & COO
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/s/ James Washington
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James Washington
