AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is made as of the
14th day of September 1999, by and between ICG COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), and J. XXXXXX XXXXX (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee previously entered into that certain
Employment Agreement, dated as of May 30, 1995, as amended by an Assignment and
Amendment to Employment Agreement and Indemnification Agreement, dated October
23, 1996, as further amended by an Amendment to Employment Agreement, dated as
of March 26, 1997, and as further extended and amended by an Extension and
Amendment to Employment Agreement (the "March 1999 Extension"), dated as of
March 10, 1999 (as extended and amended, the "Employment Agreement"); and
WHEREAS, the March 1999 Extension, among other things, extended the
employment term of the Employee for an additional two-year period commencing
June 1, 1999, and such Extension also amended the Employee's compensation
payment dates to quarterly rather than monthly; and
WHEREAS, the parties desire that the Employment Term should automatically
renew from month to month so that there will always be two (2) years remaining
in the Employment Term; and
WHEREAS, the parties desire to further amend and modify certain other terms
and conditions of the Employment Agreement;
NOW, THEREFORE, in consideration of the representations, warranties and
mutual covenants set forth herein, the parties agree as follows:
1. Term. Section 1 of the March 1999 Extension is hereby amended such that
the Employment Term shall be extended initially for an additional two year term
commencing June 1, 1999 and, after such date, shall automatically renew from
month to month so that there will always be two (2) years remaining in the
Employment Term, unless and until either party shall give at least ninety (90)
days notice to the other of his or its desire to terminate this Employment
Agreement (in such case, the Employment Term shall end upon the date indicated
in such notice). The other terms and conditions as set forth in this Employment
Agreement, as amended, shall remain in full force and effect for the time
periods specified therein notwithstanding the termination of this Employment
Agreement.
2. Stock Options. Section 5 of the March 1999 Extension is hereby amended
such that the 1999 Option shall be granted under the Company's 1996 Stock Option
Plan rather than under the Company's 1998 Stock Option Plan.
3. Other Terms and Conditions. All other terms and conditions of the March
1999 Extension and the Employment Agreement shall remain in full force and
effect, as if fully stated herein.
4. Capitalized Terms. Capitalized terms, and other defined terms, shall
have the same meaning as that accorded to them in the Employment Agreement,
unless the context requires otherwise.
5. 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 this Amendment shall control.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment as of the date first above written.
ICG COMMUNICATIONS, INC.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Executive V.P.
/s/ J. Xxxxxx Xxxxx
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J. XXXXXX XXXXX
