Exhibit 10.8
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment to the Amended and Restated Employment Agreement (this
"Agreement") is made as of February 22, 1999, by and among CAIS Internet, Inc.,
a Delaware corporation, (the "Company"), and Xxxxx X. Xxxxxxxx (the "Employee").
RECITALS:
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1. The Company is party to a certain amended and restated employment
agreement (the "Employment Agreement"), dated as of June 3, 1997
between CAIS, Inc., a Virginia corporation, and Employee.
2. The Company and the Employee are parties to a certain stock option
agreement (the "Stock Option Agreement"), dated as of October 2, 1998.
3. The Company, the Employee and CAIS, Inc. are parties to a certain
assignment and assumption agreement and release (the "Assignment"),
dated as of October 2, 1998, pursuant to which CAIS, Inc. assigned all
of its rights and obligations under the Employment Agreement to the
Company.
4. In February 1999, the Company transferred all of its limited
partnership interests in Cleartel Communications Limited Partnership
("Cleartel LP") to Cleartel Communications, Inc. ("Cleartel") and
Cleartel LP was dissolved. The Company then completed the spin-off of
Cleartel by means of a distribution of all of its shares in Cleartel to
the Company's stockholders pro rata based on their percentage ownership
of the outstanding shares of the Company (the "Spin-offf").
5. Pursuant to the Spin-off, options granted by the Company to persons
prior to the Spin-off, represent rights to purchase shares in both the
Company and Cleartel (the "Options").
6. Pursuant to the Employment Agreement, the Stock Option Agreement and
the Assignment, the Employee was granted Options.
7. The Company and the Employee desire to modify and clarify certain
terms of the Employment Agreement, the Stock Option Agreement and the
Assignment, including (i) the Employee's title, and (ii) the
accelerated vesting provisions of the Options.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows.
1. Amendment to Duties of Employment in Section 1(A). The Employment
Agreement is hereby amended by deleting Section 1(A) in its entirety
and substituting in lieu thereof the following new section:
"(A) The Employer does hereby employ the Employee in the capacity of
Chief
Operating Officer and Executive Vice President of Sales and
Marketing, to manage the overall business interests of CAIS
Internet, Inc., to manage the Employer's sales, to develop new
business opportunities and to perform such other duties as the
Employer may from time to time designate."
2. Amendment to Section 2 of the Employment Agreement. The Employment
Agreement is hereby amended by deleting Section 2 in its entirety and
substituting in lieu thereof the following new section:
"2. Compensation of Employee.
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As the sole compensation for the all of the Employee's services
rendered hereunder to the Employer, the Employer hereby agrees to
pay the Employee compensation and reimbursements as set forth in
Exhibits "A" and "B," attached hereto and made a part hereof.
3. Amendment to Section 3 of Exhibit A to the Employment Agreement. The
Employment Agreement is hereby amended by deleting Section 3 of
Exhibit A in its entirety.
4. Amendment to Vesting and Forfeiture of Equity Interest in Section 1
(B)(2) of Exhibit B to the Employment Agreement. The Employment
Agreement is hereby amended by deleting Section 1( B)(2) of Exhibit B
in its entirety and substituting in lieu thereof the following new
section:
"(2) Accelerated Vesting.
If, prior to the vesting dates set forth in subparagraph 1(B)(1), a
merger or a sale of substantially all of the Company' s assets occurs
that results in the removal of current management or a change of
ownership control of the Company from current ownership control, then
the vesting of Employee' s Option Shares will accelerate and become
effective as of one day prior to the effective day of such merger or
sale; provided, however, that in the event that an Initial Public
Offering of the stock of the Company occurs prior to the end of
Employment Year 3, and provided that Employee then remains employed by
the Employer, then one-third (1/3) of the Option Shares shall vest on
the date immediately prior to the earliest to occur of: (i) the
effective date of a Registration Statement; or (ii) the pricing of the
Initial Public Offering; or (iii) the execution and delivery of an
underwriting agreement related to an Initial Public Offering, and the
remaining two-thirds (2/3) of the Option Shares shall vest at the end
of Employment Year 4 provided that Employee then remains employed by
the Employer, and otherwise such Option Shares shall be forfeited and
revert back to the Employer."
5. Addition of Section 6 Regarding Expiration of Equity Interest in
Exhibit B to the Employment Agreement. The Employment Agreement is
hereby amended by adding a new section to Exhibit B which shall read as
follows:
"6. Expiration.
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The Option Shares shall terminate ten years from the date of
issuance."
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
[Signatures appear on the following page]
THE COMPANY:
CAIS INTERNET, INC.
By: /s/ Xxxxxxx X. Xxxxx, XX
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Xxxxxxx X. Xxxxx, XX
Chief Executive Officer
EMPLOYEE:
/s/ Xxxxx X. Xxxxxxxx
_________________________________
Xxxxx X. Xxxxxxxx
