ICG HOLDINGS CANADA CO /CO/
10-Q, EX-10.4, 2000-08-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                        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 Don Teague ("Employee").

                                    RECITALS

      WHEREAS,  the Company and  Employee  previously  entered into that certain
Employment  Agreement  dated as of May 19,  1999,  as amended  August  22,  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 Fifty Thousand and no/100 Dollars ($350,000.00).

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.   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.

4.   Capitalized  Terms.  Capitalized  and  defined  terms  shall  have the same
     meaning  as that  accorded  them in the  Employment  Agreement,  unless the
     context requires otherwise.
5.   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.
<PAGE>

      IN WITNESS  WHEREOF,  each of the parties  hereto has duly  executed  this
Amendment as of the date first written above.

                                    ICG COMMUNICATIONS, INC.



                                           --------------------------
                                            /s/ William S. Beans, Jr.
                                    Name:  --------------------------
                                             President & COO
                                    Title: --------------------------


                                            /s/ Don Teague

                                           --------------------------
                                           Don Teague




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