AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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THIS AMENDED AND RESTATED 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 XXXXXXXX X. XXXXXX, residing at 00000 X.X.
Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, 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. GUSA hereby employs executive as
its Chief Accounting Officer and Telecom hereby employs Executive as its Chief
Financial Officer, to perform the duties and responsibilities incident to such
offices, subject at all times to the control and direction of the Boards of
Directors of the Corporations (the "Boards") and the Chief Executive Officers of
the Corporations.
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 and
the Chief Executive Officers of the Corporations. 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 may render financial, accounting or other consulting services to
persons or entities not in competition with the GST Companies. The performance
of such services shall not constitute a breach of this Agreement, provided that
(i) they do not interfere with the performance by Executive of his duties
hereunder, and (ii) they 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 Corporations 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
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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
$120,000 per annum, payable in equal 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
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such adjustment shall reduce such base salary below $120,000 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.
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
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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.
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
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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 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
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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, or (y)
owning securities, regardless of amount, of GST.
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 their
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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 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
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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.
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
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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 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
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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 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;
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(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 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
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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 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 Restated and Amended Agreement effective as of June 21, 1994,
by and among GST, GUSA, Pacwest Network L.L.C., Xxxx Xxxxx, Executive and
Telecom, 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
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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 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
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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 theright 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 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 time or times and at such place or places as
the GST Companies may reasonably direct, submit himself to such physical
examinations on an annual basis (or more frequently) should an insurer or
prospective insurer so require, and execute
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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.
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 Executive 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
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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 written 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.
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
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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 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.
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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/ Xxxxxxxx X. Xxxxxx
--------------------------------------
XXXXXXXX X. XXXXXX
THE FOREGOING AGREEMENT IS
CONSENTED TO AND ACKNOWLEDGED:
GST TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
(Title)
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