RESTATED AND AMENDED EMPLOYMENT AGREEMENT
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THIS RESTATED AND AMENDED EMPLOYMENT AGREEMENT made as of this
1st day of September, 1995, by and between GST USA, INC. ("GUSA") and GST
TELECOM INC. ("Telecom" and together with GUSA, the "Corporations"), each
Delaware corporations with their principal offices at 0000 X.X. Xxxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxxxx 00000, and XXXX XXXXX, residing at 00000 X.X. 000xx
Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 (the "Executive").
W I T N E S S E T H :
WHEREAS, Executive has heretofore been employed pursuant to an
Employment Agreement dated as of March 1, 1994 between Telecom and Executive;
and
WHEREAS, Telecom and Executive desire to restate and amend the
terms of Executive's employment and to provide that Executive shall be jointly
employed by GUSA and Telecom;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Employment of Executive. The Corporations hereby employ
Executive as their Chief Executive Officer, to perform the duties and
responsibilities incident to such office, subject at all times to the control
and direction of the Boards of Directors of the Corporations (the "Boards").
2. Acceptance of Employment; Time and Attention. Executive
hereby accepts such employment and agrees that throughout the period of his
employment hereunder, except as hereinafter provided, he will devote
substantially all his time, attention, knowledge and skills, faithfully,
diligently and to the best of his
ability, in furtherance of the business of the Corporations, their parent
corporation, GST Telecommunications, Inc. ("GST") and their subsidiaries
(collectively, the "GST Companies"), and will perform the duties assigned to him
pursuant to Paragraph 1 hereof, subject, at all times, to the direction and
control of the Boards. Executive shall be the principal executive officer of the
GST Companies and shall in general manage and control all of the day-to-day
operations of the GST Companies. Executive shall also perform such specific
duties and shall exercise such specific authority related to the management of
the day-to-day operations of the Corporations consistent with his position as
Chief Executive Officer as may be assigned to Executive from time to time by the
Boards. Executive shall at all times be subject to, observe and carry out such
rules, regulations, policies, directions and restrictions as the GST Companies
shall from time to time establish. During the period of his employment
hereunder, Executive shall not, except as hereinafter provided, directly or
indirectly, accept employment or compensation from, or perform services of any
nature for, any business enterprise other than the GST Companies. The
Corporations acknowledge that Executive (i) is a party to that certain
Consulting Agreement dated December 29, 1993 with Tomen Telecom International,
Inc. ("Tomen"), pursuant to which he has agreed to provide consulting services,
(ii) will also provide marketing services to Tomen, (iii) will render services
to the Hi-Rim Projects, as such term is defined in the Restated and Amended
Agreement effective as of June 21, 1994, by and among GST, GUSA, Pacwest Network
L.L.C., Executive, Xxxxxxxx X. Xxxxxx and Telecom (the "Shareholder Agreement"),
(iv) will continue to
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conduct business through Green Arbor Development, Pacwest Telecom, Inc. and
Pacwest Network Inc. and (iv) proposes to engage in charitable activities.
Neither the performance of such services, nor such engagement, shall constitute
a breach of this Agreement, provided that they do not interfere with the
performance by Executive of his duties hereunder, and provided, further, that
the services referred to in clauses (i), (ii), (iii) and (iv) hereof do not
require the devotion of more than five percent of Executive's working hours in
any year. Apart from any travel required to perform Executive's employment
duties, Executive shall not be required to be regularly based at any office of
the Corporation located outside the metropolitan areas of Portland, Oregon or
Vancouver, Washington, without Executive's prior written consent (which may be
withheld in Executive's discretion). Executive shall be elected or appointed to
such offices of the GST Companies other than the Corporations as shall be
determined from time to time by the Board of Directors of GST (the "GST Board").
During the period of Executive's employment hereunder, he shall not be entitled
to additional compensation for serving in any offices of the GST Companies other
than the Corporations to which he is elected or appointed.
3. Term. Except as otherwise provided herein, the term of
Executive's employment hereunder shall commence as of the date hereof and shall
continue to and including the 28th day of February, 1999.
4. Compensation. As compensation for his services hereunder,
the Corporations shall pay to Executive (i) a base salary at the rate of
$200,000 per annum, payable in equal
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installments no less frequently than semi-monthly and (ii) such incentive
compensation and bonuses, if any, as the GST Board (or the Compensation
Committee thereof) in its absolute discretion may determine to award Executive;
provided that this Agreement shall in no event be construed to require the
payment to Executive of incentive compensation or bonuses. At least annually,
the GST Board or the Compensation Committee thereof shall review Executive's
base salary and shall determine whether any adjustment thereof is warranted. If
it is determined to adjust Executive's base salary, such adjustment shall be
based upon (i) the nature, magnitude and quality of the services performed by
Executive for the GST Companies, (ii) the condition (financial and other) and
results of operations of the GST Companies and (iii) the compensation paid for
positions of comparable responsibility and authority within the
telecommunications industry, provided that no such adjustment shall reduce such
base salary below $200,000 per annum. All compensation paid to Executive shall
be subject to withholding and other employment taxes imposed by applicable law.
5. Additional Benefits. In addition to such base salary and
any incentive compensation and bonuses awarded Executive, he (and his family)
shall be entitled to participate, to the extent he is (and they are) eligible
under the terms and conditions thereof, in any profit sharing, pension,
retirement, hospitalization, insurance, disability, medical service, stock
option, bonus or other employee benefit plan generally available to the
executive officers of the Corporations that may be in effect from time to time
during the period of Executive's employment hereunder. The Corporations shall be
under no obligation to institute or continue the existence of any such employee
benefit plan.
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6. Reimbursement of Expenses. The Corporations shall reimburse
Executive in accordance with applicable policies of the GST Companies for all
expenses reasonably incurred by him in connection with the performance of his
duties hereunder and the business of the GST Companies, upon the submission to
the Corporations of appropriate receipts or vouchers.
7. Facilities and Personnel. Executive shall be provided a
private office, secretarial services and such other facilities, supplies,
personnel and services as shall be required or reasonably requested for the
performance of his duties hereunder.
8. Motor Vehicle Allowance. Executive shall be entitled to
receive a non-accountable expense allowance of $400 per month to reimburse him
for the cost and expense of operating and maintaining a motor vehicle in
furtherance of the services rendered by him hereunder, which costs and expenses
may include without limitation, vehicle loan and lease payments, insurance
premiums, gasoline and repair expenditures and other similar charges.
9. Vacation. Executive shall be entitled to five weeks' paid
vacation in respect of each 12-month period during the term of his employment
hereunder, such vacation to be taken at times mutually agreeable to Executive
and the Boards. Vacation time shall not be cumulative from one 12-month period
to the next, but Executive shall receive vacation pay at the then current salary
rate for any vacation time not taken by him.
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10. D&O Insurance Coverage. The Corporations shall use their
best efforts to cause GST to obtain and maintain, at GST's cost and expense,
directors' and officers' liability insurance coverage for the directors and
officers of GST, including Executive. Nothing herein shall be deemed to require
GST to provide such coverage for Executive if it is not then providing such
coverage generally to its directors and officers.
11. Restrictive Covenant. In consideration of his employment
hereunder, Executive agrees that during the period of his employment hereunder
and, in the event of termination of this Agreement (i) by Executive otherwise
than for Employer Breach (as such term is defined herein) or (ii) by the
Corporation for Cause (as such term is defined herein), for a further period
ending on the earlier of two years after such termination or February 28, 2000,
he will not (a) directly or indirectly own, manage, operate, join, control,
participate in, invest in, or otherwise be connected with, in any manner,
whether as an officer, director, employee, partner, investor or otherwise, any
business entity that is engaged in the design, development, construction or
operation of alternate access or other telecommunications networks, in providing
long distance or other telecommunications services or in any other business in
which the GST Companies, or any of them, are engaged during such period, within
the United States of America (1) in all locations in which the GST Companies, or
any of them, are doing business, and (2) in all locations in respect of which
the GST Companies are actively planning for and/or pursuing a business
opportunity, whether or not the GST Companies, or any of them, theretofore have
submitted any bids, provided that if such planning
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and/or pursuit relates to a business opportunity that is not a competitive
access project (a "CAP") such planning and/or pursuit must have involved
material efforts on the part of the GST Companies, or any of them, (b) for
himself or on behalf of any other person, partnership, corporation or entity,
call on any customer of the GST Companies for the purpose of soliciting,
diverting or taking away any customer from the GST Companies (1) in all
locations in which the GST Companies, or any of them, are doing business, and
(2) in all locations in respect of which the GST Companies, or any of them, are
actively planning for and/or pursuing a business opportunity, whether or not the
GST Companies, or any of them, theretofore have submitted any bids, provided
that if such planning and/or pursuit relates to a business opportunity that is
not a CAP, such planning and/or pursuit must have involved material efforts on
the part of the GST Companies, or any of them, or (c) induce, influence or seek
to induce or influence any person engaged as an employee, representative, agent,
independent contractor or otherwise by the GST Companies, or any of them, to
terminate his or her relationship with the GST Companies, or any of them.
Nothing herein contained shall be deemed to prohibit Executive from (x)
investing his funds in securities of an issuer if the securities of such issuer
are listed for trading on a national securities exchange or are traded in the
over-the-counter market and Executive's holdings therein represent less than 2%
of the total number of shares or principal amount of the securities of such
issuer outstanding, (y) owning securities, regardless of amount, of GST or (z)
holding an equity interest in Hi-Rim's Cuba
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Project or in Hi-Rim's Honduras Cellular System, (y) holding up to 5,925 shares
of Teletek and up to 1,700 shares of Intermedia.
Executive acknowledges that the provisions of this Paragraph
11 are reasonable and necessary for the protection of the GST Companies, and
that each provision, and the period or periods of time, geographic areas and
types and scope of restrictions on the activities specified herein are, and are
intended to be, divisible. In the event that any provision of this Paragraph 11,
including any sentence, clause or part hereof, shall be deemed contrary to law
or invalid or unenforceable in any respect by a court of competent jurisdiction,
the remaining provisions shall not be affected, but shall, subject to the
discretion of such court, remain in full force and effect and any invalid and
unenforceable provisions shall be deemed, without further action on the part of
the parties hereto, modified, amended and limited to the extent necessary to
render the same valid and enforceable.
12. Confidential Information. Executive shall hold in a
fiduciary capacity for the benefit of the GST Companies all information,
knowledge and data relating to or concerned with its operations, sales, business
and affairs, and he shall not, at any time for a period of two years after
termination of his employment hereunder, use, disclose or divulge any such
information, knowledge or data to any person, firm or corporation (unless the
GST Companies no longer treat such information as confidential) other than to
the GST Companies or their designees and employees or except as may otherwise be
required in connection with the business and affairs of the GST Companies;
provided, however, that Executive may use, disclose or divulge such information,
knowledge or data
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that (i) was known to Executive at the commencement of his employment by
Telecom; (ii) is or becomes generally available to the public through no
wrongful act on Executive's part; or (iii) becomes available to Executive from a
person or entity other than the GST Companies or their agents not bound by this
or a similar agreement with the GST Companies; and provided, further, that the
provisions of this Paragraph 12 shall not apply to Executive's know how to the
extent utilized by him in subsequent employment so long as such employment is
not in breach of this Agreement.
13. Equitable Relief. The parties hereto acknowledge that
Executive's services are unique and that, in the event of a breach or a
threatened breach by Executive of any of his obligations under this Agreement,
the Corporations will not have an adequate remedy at law. Accordingly, in the
event of any such breach or threatened breach by Executive, the Corporations
shall be entitled to such equitable and injunctive relief as may be available to
restrain Executive and any business, firm, partnership, individual, corporation
or entity participating in such breach or threatened breach from the violation
of the provisions hereof. Nothing herein shall be construed as prohibiting the
Corporations from pursuing any other remedies available at law or in equity for
such breach or threatened breach, including the recovery of damages and the
immediate termination of the employment of Executive hereunder.
14. Survival of Provisions; Death. Neither the termination of
this Agreement, nor of Executive's employment hereunder, shall terminate or
affect in any manner any provision of this Agreement that is intended by its
terms to survive such termination.
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In the event of termination of Executive's employment
hereunder by reason of his death, the Corporations shall pay a benefit (the
"Benefit Payment") to such person or persons as Executive shall, at his option,
from time to time designate by written instrument delivered to the Corporations,
each subsequent designation to revoke all prior designations, or if no such
designation is made, to Executive's estate (the "Payment Beneficiary"). The
Benefit Payment shall be in an amount equal to one and one-half times
Executive's then current base salary, and shall be payable to the Payment
Beneficiary in equal quarterly installments over a period of one and one-half
years, provided that if the GST Companies, or any of them, then maintain a life
insurance policy on the life of Executive under which they are the
beneficiaries, the amount of the death benefit payable thereunder, to a maximum
amount equal to the Benefit Payment, less installments of the Benefit Payment
theretofore paid, shall be paid to the Payment Beneficiary on the Benefit
Payment installment payment date next succeeding the date on which the GST
Companies receive such death benefit proceeds, and the remainder of the Benefit
Payment, if any, shall be paid in equal quarterly installments as provided
above.
15. Disability. In the event that during the term of his
employment by the Corporations Executive shall become Disabled (as such term is
hereinafter defined) he shall continue to receive the full amount of the base
salary to which he was theretofore entitled for a period of six months after he
shall be deemed to
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have become Disabled (the "First Disability Payment Period"). If the First
Disability Payment Period shall end prior to February 28, 1999, Executive
thereafter shall be entitled to receive salary at an annual rate equal to
one-half of his then current base salary for a further period ending on the
earlier of (i) one year thereafter, or (ii) February 28, 1999 (the "Second
Disability Payment Period"). Upon the expiration of the Second Disability
Payment Period, Executive shall not be entitled to receive any further payments
on account of his base salary until he shall cease to be Disabled and shall have
resumed his duties hereunder and provided that the Corporations shall not have
theretofore terminated this Agreement as hereinafter provided. The Corporations
may terminate this Agreement and Executive's employment hereunder at any time
after Executive is Disabled, upon at least 10 days' prior written notice. For
the purposes of this Agreement, Executive shall be deemed to have become
Disabled when (x) by reason of physical or mental incapacity, Executive is not
able to perform a substantial portion of his duties hereunder for a period of
135 consecutive days or for 135 days in any consecutive 225-day period or (y)
when Executive's physician or a physician designated by the Corporations shall
have determined that Executive shall not be able, by reason of physical or
mental incapacity, to perform a substantial portion of his duties hereunder. In
the event that Executive shall dispute any determination of his Disability
pursuant to clauses (x) or (y) above, the matter shall be resolved by the
determination of three physicians qualified to practice medicine in the State of
Washington, one to be selected by each of the Corporations and Executive and the
third to be selected
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by the designated physicians. If Executive shall receive benefits under any
disability policy maintained by the GST Companies, the Corporations shall be
entitled to deduct the amount equal to the benefits so received from base salary
that they otherwise would have been required to pay to Executive as provided
above.
The foregoing provisions regarding disability shall be
adjusted during the term hereof to match the most favorable disability benefits
provided to any other senior executive of the Corporations.
16. Termination for Cause. The Corporations may at any time
upon written notice to Executive terminate Executive's employment for Cause. For
purposes of this Agreement, the following shall constitute Cause: (i) the
willful and repeated failure of Executive to perform any material duties
hereunder or gross negligence of Executive in the performance of such duties,
and if such failure or gross negligence is susceptible of cure by Executive, the
failure to effect such cure within 20 days after written notice of such failure
or gross negligence is given to Executive; (ii) excessive use of alcohol or
illegal drugs interfering with the performance of Executive's duties hereunder;
(iii) theft, embezzlement, fraud, misappropriation of funds, other acts of
dishonesty or the violation of any law or ethical rule relating to Executive's
employment; (iv) the conviction of a felony or other crime involving moral
turpitude by Executive; or (v) the breach by Executive of any other material
provision of this Agreement, and if such breach is susceptible of cure by
Executive, the failure to effect such cure within 20 days after written notice
of such breach is given to Executive. For purposes of this
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Agreement, an action shall be considered "willful" if it is done intentionally,
purposely or knowingly, distinguished from an act done carelessly, thoughtlessly
or inadvertently. In any such event, Executive shall be entitled to receive his
base salary to and including the date of termination. Should Executive in good
faith dispute his termination for Cause, he shall give prompt written notice
thereof to the Corporations, in which event such dispute shall be submitted to
and determined by arbitration in Seattle, Washington before an arbitrator
appointed pursuant to the rules of the American Arbitration Association (the
"Arbitrator"). Such arbitration shall be conducted in accordance with such rules
as shall be promulgated by the Arbitrator, which shall include a discovery
period not to exceed 30 days in length and which may include any or all of the
rules then obtaining of the American Arbitration Association. Any award or
decision of the Arbitration shall be conclusive in the absence of fraud and
judgment thereon may be entered in any court having jurisdiction thereof. The
costs of such arbitration shall be borne by the party against whom any award or
decision is rendered. Executive shall not be entitled to receive any
compensation for periods subsequent to his dismissal pursuant to this Paragraph
16.
17. Termination for Employer Breach. Executive may upon
written notice to the Corporations terminate this Agreement (a termination for
"Employer Breach") in the event of the breach by the Corporations of (i) any
material provision of this Agreement (and the occurrence of any of the events
described in subparagraph (i) of Paragraph 18 hereof shall be deemed a breach by
the Corporations of a material provision of this Agreement), and if
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such breach relates to a provision of this Agreement other than Paragraph 18 and
is susceptible of cure, the failure to effect such cure within 20 days after
written notice of such breach is given to the Corporation; or (ii) any material
provision of the Shareholder Agreement, after the expiration of any applicable
cure or grace periods.
18. Change of Control.
(i) If prior to the termination of this Agreement,
there is a Change of Control (as such term is defined herein) and thereafter any
of the following occur: (a) Executive is placed in any position of lesser
stature than that of a senior executive officer of the Corporations; is assigned
duties inconsistent with a senior executive officer or duties which, if
performed, would result in a significant change in the nature or scope of
powers, authority, functions or duties inherent in such position on the date
hereof; is assigned performance requirements or working conditions which are at
variance with the performance requirements and working conditions in effect on
the date hereof; or is accorded treatment on a general basis that is in
derogation of his status as a senior executive officer; (b) Executive ceases to
serve as a member of any of the GST Board or the Boards; (c) any breach of
Paragraph 2 or Paragraphs 4 through 8, inclusive, of this Agreement; or (d) any
requirement of the Corporations that the location at which Executive performs
his principal duties for the Corporations be outside a radius of 50 miles from
the location at which Executive performed such duties immediately prior to the
Change of Control, then the Agreement shall be deemed to have been terminated by
the Corporations otherwise than by reason of Cause
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and the Corporations shall pay to Executive within five days after notice from
Executive to such effect, as liquidated damages, a lump sum cash payment equal
to 2.99 times the "base amount" of Executive's compensation. For purposes
hereof, "base amount" shall have the meaning provided in Section 280G (b) (2)
(A) of the Internal Revenue Code of 1986, as amended, and the Proposed
Regulations thereunder.
(ii) For the purposes of this Agreement, a Change of Control
means (i) the direct or indirect sale, lease, exchange or other transfer of all
or substantially all (50% or more) of the assets of GST or the Corporations to
any person or entity or group of persons or entities acting in concert as a
partnership or other group (a "Group of Persons") excluding the GST Companies
(ii) the merger, consolidation or other business combination of GST or the
Corporations with or into another corporation with the effect that the
shareholders of GST or the Corporations, as the case may be, immediately
following the merger, consolidation or other business combination, hold 50% or
less of the combined voting power of the then outstanding securities of the
surviving corporation of such merger, consolidation or other business
combination ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of directors, (iii) the
replacement of a majority of the GST Board or of any committee of the GST Board
or of either of the Boards in any given year as compared to the directors who
constituted the GST Board or such committee or either of the Boards at the
beginning of such year, and such replacement shall not have been approved by the
GST Board or the Boards, as the case may be, as constituted at the beginning of
such year, (iv) a
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person or Group of Persons shall, as a result of a tender or exchange offer,
open market purchases, privately negotiated purchases or otherwise, have become
the beneficial owner (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of securities of GST or either of the
Corporations representing 50% or more of the combined voting power of the then
outstanding securities of such corporation ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors.
19. Insurance Policies. The GST Companies shall have the right
from time to time to purchase, increase, modify or terminate insurance policies
on the life of Executive for the benefit of the GST Companies, in such amounts
as the GST Companies shall determine in their sole discretion. In connection
therewith, Executive shall, at such place or places as the GST Companies may
reasonably direct, submit himself to physical examinations on an annual basis
(or more frequently) should an insurer or prospective insurer so require, and
execute and deliver such documents as the GST Companies may deem necessary to
obtain such insurance policies.
20. Entire Agreement; Amendment. This Agreement constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and any prior agreement between the Corporations and Executive with
respect to the subject matter hereof is hereby superseded and terminated
effective immediately and shall be without further force or effect. No amendment
or modification himself shall be valid or binding unless made in writing and
signed by the party against whom enforcement thereof is sought.
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21. Notices. Any notice required, permitted or desired to be
given pursuant to any of the provisions of this Agreement shall be deemed to
have been sufficiently given or served for all purposes if delivered in person
or by responsible overnight delivery service or sent by certified mail, return
receipt requested, postage and fees prepaid as follows:
If to the Corporations, at their address set forth
above, Attention: Chief Operating Officer, with a
copy to:
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
If to Executive, at his address set forth above, with
a copy to:
Xxxxxxx & Xxxxxxx
Pioneer Tower - Suite 1170
000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Any of the parties hereto may at any time and from time to time change the
address to which notice shall be sent hereunder by notice to the other parties
given under this Paragraph 21. The date of the giving of any notice hand
delivered or delivered by responsible overnight carrier shall be the date of its
delivery and of any notice sent by mail shall be the date five days after the
date of the posting of the mail.
22. No Assignment; Binding Effect. Neither this Agreement, nor
the right to receive any payments hereunder, may be assigned by Executive or the
Corporations without the prior consent of the other parties hereto. This
Agreement shall be binding upon Executive, his heirs, executors and
administrators and upon the Corporations, their respective successors and
permitted assigns.
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23. Waivers. No course of dealing nor any delay on the part of
the Corporations in exercising any rights hereunder shall operate as a waiver of
any such rights. No waiver of any default or breach of this Agreement shall be
deemed a continuing waiver or a waiver of any other breach or default.
24. Governing Law; Forum. This Agreement shall be governed,
interpreted and construed in accordance with the laws of the State of Delaware,
except that body of law relating to choice of laws. Except as otherwise provided
in Paragraph 16 hereof, any action, suit or proceeding with respect to this
Agreement and the respective rights, remedies, duties and liabilities of the
parties hereunder shall be brought in the courts of the State of Washington
located in Seattle, Washington or in the United States District Court for the
district in which Seattle, Washington is located, and by execution and delivery
of this Agreement, each party accepts for itself, generally and unconditionally,
the jurisdiction of such courts. The parties hereto irrevocably waive any
objection that they may now or hereafter have to the commencement of any such
action, suit or proceeding in such courts.
25. Invalidity. If any clause, paragraph, section or part of
this Agreement shall be held or declared to be void, invalid or illegal, for any
reason, by any court of competent jurisdiction, such provision shall be
ineffective but shall not in any way invalidate or affect any other clause,
paragraph, section or part of this Agreement.
26. Further Assurances. Each of the parties shall execute such
documents and take such other actions as may be
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reasonably requested by the other party to carry out the provisions and purposes
of this Agreement in accordance with its terms.
27. Attorneys Fees. If any action, suit or proceeding is filed
by any party to enforce or rescind this Agreement or otherwise with respect to
the subject matter of this Agreement, the party prevailing on an issue shall be
entitled to recover with respect to such issue, in addition to costs, reasonable
attorneys' fees incurred in preparation or in prosecution or defense of such
action, suit or proceeding as fixed by the arbitrator or trial court, and if any
appeal is taken from the decision of the trial court, reasonable attorneys' fees
as fixed on appeal.
IN WITNESS WHEREOF, the parties hereto have caused this
Employment Agreement to be duly executed as of the day and year first above
written.
GST USA, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------------
(Title)
GST TELECOM INC.
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------------
(Title)
/s/ Xxxx Xxxxx
------------------------------------------
XXXX XXXXX
THE FOREGOING AGREEMENT IS
CONSENTED TO AND ACKNOWLEDGED:
GST TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
(Title)
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