Exhibit 10.1
October 14, 2004
Xxxxx X. Xxxxx
Chairman and Chief Executive Officer
McLeodUSA Incorporated
McLeodUSA Technology Park
0000 X Xxxxxx XX, X.X. Xxx 0000,
Xxxxx Xxxxxx, XX 00000-00
Re: Employment Agreement, dated as August 1, 2001
(the "Agreement")
This letter confirms our understanding that, effective as of the date
hereof, the Agreement is reinstated in the same form as it existed prior to its
scheduled expiration on August 1, 2004 with the following revisions:
1. Section 2 of the Agreement is amended to delete the phrase "the third
anniversary of the Commencement Date" and replace it with the phrase
"October 14, 2007."
2. The first two sentences of Section 3 of the Agreement are replaced with
the following sentence:
The Executive shall serve as Chief Executive Officer and
Chairman of the Board of Directors of the Company (the "Board")
and shall have such responsibilities, duty and authority as may
from time to time be assigned to the Executive by the Board that
are consistent with such position.
3. Section 5 of the Agreement is amended to revise paragraph (b) to replace
two references to "50%" with references to "100%."
4. Section 8 of the Agreement is amended to revise paragraph (d), clause
(iv) to replace the phrase "the original three-year Term" with the phrase
"the original Term (including any extension thereof)."
5. Section 10 of the Agreement is amended to replace the two references to
"the fourth anniversary of the Commencement Date" with references to
"October 14, 2008."
6. In addition, for the purpose of ensuring that Executive's total annual
cash compensation is not reduced during the Term, during the Term, the
Company will make equalization payments, as necessary, to offset any
reduction in the $500,000 annual cash compensation currently received by
Executive from Forstmann little & Co. Any such payments shall be subject
to withholding and shall be paid quarterly in advance in accordance with
the terms of Executive's agreement with Forstmann Little. If the
Executive's employment is terminated for any reason, Executive shall be
entitled to retain any equalization payments made prior to the date of
termination. Any payments provided under this paragraph shall not be
considered "salary" or "bonus" for purposes of the Agreement, including,
without limitation, Section 5(b) or Section 8(d)(ii) thereof.
Capitalized terms used but not defined herein shall have the meaning
set forth in the Agreement. Except as specifically amended and modified above,
the reinstated Agreement and that certain letter agreement between you and the
Company, dated as of July 20, 2001, which shall constitute one and the same
agreement, are ratified and confirmed in all respects.
Please confirm your agreement with the foregoing by signing and returning to
the undersigned a copy of this letter.
Very truly yours,
MCLEODUSA INCORPORATED
/s/ Xxxxx X. Xxxxxxxx
By: _____________________________
Xxxxx X. Xxxxxxxx
Title: GVP, General Counsel and
Secretary
Confirmed and Agreed as of
the date first written above:
/s/ Xxxxx X. Xxxxx
____________________________
Xxxxx X. Xxxxx
