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 Cindy Z. Schonhaut ("Employee").
RECITALS
WHEREAS, the Company and Employee previously entered into that certain
Employment Agreement dated as of February 1, 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 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
Two Hundred Sixty Thousand and no/100 Dollars ($260,000.00).
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 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)."
4. 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, 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."
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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, the Company shall pay Employee a termination fee in an amount equal to
two (2) times the aggregate amount of her annual base salary plus her
targeted annual bonus plus the annual value of her benefits and
perquisites. Such termination fee will be paid in a lump sum within fifteen
(15) days from the date of termination. If this Agreement is terminated by
Employee under Section 5.4, the Company will pay Employee a termination fee
equal to one (1) times the aggregate amount of her annual base salary plus
her targeted annual bonus plus the annual value of her benefits and
perquisites. Such termination fee will be paid in a lump sum within fifteen
(15) days from the date of termination. In addition, if the Company
terminates this Agreement under Section 4 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 six (6) months after the date of termination in accordance with
the plans and agreements relating to such options.
6. Section 5.7. A new Section 5.7 shall be added which shall read as follows:
The Company shall be responsible for any gross-up payment required to
off-set any excise taxes placed on Employee if any payments made to
Employee under this Section 5 are considered "parachute payments" within
the meaning of Section 280g of the Internal Revenue Code.
7. 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.
8. Capitalized Terms. Capitalized and defined terms shall have the same
meaning as that accorded them in the Employment Agreement, unless the
context requires otherwise.
9. 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.
/s/ William S. Beans, Jr.
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Name: William S. Beans, Jr.
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Title: President & COO
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/s/ Cindy Z. Schonhaut
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Cindy Z. Schonhaut
