EXHIBIT 10.54
November 15, 2002
Xxxxx Xxxxxx
Xxxxxxxx Communications, LLC
Xxx Xxxxxxxxxx Xxxxxx, 00X
Xxxxx, XX 00000
Re: November 1, 2002 -- May 1, 2003 Employment Agreement
Dear Xxxxx:
This letter is to memorialize the terms and conditions of the agreement
reached between you and Xxxxxxxx Communications, LLC (the "Company") on October
29, 2002 regarding your continued employment by the Company from November 1,
2002 until May 1, 2003, as follows:
1. You will no longer serve as Chief Operating Officer of the Company
and of its parent, WilTel Communications Group, Inc. You will instead
serve as a senior executive of both companies, and the compensation and
benefits to which you are entitled as of the date of this agreement
will remain unchanged. You will assist the Chief Executive Officer as
directed, assist in customer and potential customer marketing efforts,
and perform other duties assigned by the CEO and Board of Directors
which are consistent with your position as a senior executive.
2. As of May 1, 2003, your employment may be terminated either by you or
by the Company. In the event of such termination, you will receive
severance benefits equal to those that you would be entitled to receive
as Chief Operating Officer under the Xxxxxxxx Communications Group,
Inc. Severance Protection Plan (the "Plan"), if your employment had
involuntarily terminated due to Severance, as that term is defined in
the Plan, as of the date of this agreement. You will be entitled to
receive these benefits regardless of whether the decision to terminate
your employment is yours or the Company's.
3. The Company reserves the right to terminate your employment before
May 1, 2003. In that event, you will receive the total compensation,
benefits and severance you would have been entitled to under sections 1
and 2 above had you remained employed until May 1, unless you are
terminated for Cause, as defined in the Plan.
4. Nothing in this agreement is intended to alter the ability of you
and the Company to continue your employment after May 1, 2003, upon
mutually agreeable terms.
If the above terms are acceptable to you, please so indicate by signing below,
retaining a copy for yourself and returning a copy to me immediately.
Yours very truly,
/s/ XXXX XXXXXX
-----------------------
Xxxx Xxxxxx
Chief Executive Officer
/s/ XXX XXXXXXX
-----------------------
Xxx Xxxxxxx
Senior Vice President
Accepted on the 15th day of November, 2002.
/s/ XXXXX XXXXXX
-----------------------
Xxxxx Xxxxxx
