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Exhibit 10.17
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of July 2, 2000, by and between
LEXENT INC., a Delaware corporation (the "Company"), and NANCY HUSON (the
"Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter
into employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises
hereof and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment.
(a) The Company hereby agrees to employ the Employee, and the
Employee hereby agrees to accept such employment with the Company,
commencing on July 10, 2000 (the "Commencement Date") and continuing
for the period set forth in Section 2 hereof, all upon the terms and
conditions hereinafter set forth.
(b) The Employee affirms and represents that as of the
commencement of her employment by the Company on the Commencement Date,
she will be under no obligation to any former employer or other party
which is in any way inconsistent with, or which imposes any restriction
upon, the Employee's acceptance of employment hereunder with the
Company, the employment of the Employee by the Company, or the
Employee's undertakings under this Agreement.
2. Term of Employment. Unless earlier terminated as provided
in this Agreement, the term of the Employee's employment under this Agreement
shall be for a period beginning on the Commencement Date and ending on July 10,
2004. The period from the Commencement Date until June 10, 2004, or, in the
event that the Employee's employment hereunder is earlier terminated as provided
herein, such shorter period, is hereinafter called the "Employment Term."
3. Duties. The Employee shall be employed as Executive Vice
President - Corporate Development of the Company, shall faithfully perform and
discharge such duties as inhere in the position of Executive Vice President of
the Company as may be specified in the Bylaws of the Company with respect to
such position, and shall also perform and discharge such
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other duties and responsibilities consistent with such position as the Board of
Directors of the Company (the "Board of Directors") shall from time to time
determine. The Employee shall report to the Chief Executive Officer of the
Company. The Employee shall perform her duties principally at offices of the
Company in New York City, New York, with such travel to such other locations
from time to time as the Chief Executive Officer may reasonably prescribe.
Except as may otherwise be approved in advance by the Board of Directors, and
except during vacation periods and reasonable periods of absence due to
sickness, personal injury or other disability, the Employee shall devote her
full business time throughout the Employment Term to the services required of
her hereunder. The Employee shall render her business services exclusively to
the Company and its subsidiaries during the Employment Term and shall use her
best efforts, judgment and energy to improve and advance the business and
interests of the Company and its subsidiaries in a manner consistent with the
duties of her position.
4. Compensation.
(a) Salary. As compensation for the performance by the
Employee of the services to be performed by the Employee hereunder
during the Employment Term, the Company shall pay the Employee a base
salary at the annual rate of Two Hundred and Forty Thousand Dollars
($240,000) (said amount, together with any increases thereto, being
hereinafter referred to as "Salary"). The Employee's salary shall
increase from time to time as determined by the Board of Directors in
its sole discretion; provided, that such Salary shall increase at least
five percent (5%) each year of the Employment Term. Any Salary payable
hereunder shall be paid in regular intervals in accordance with the
Company's payroll practices from time to time in effect.
(b) Bonus. Provided that the Employee is employed by the
Company on the last day of the fiscal year (or on June 30, 2004 for the
calendar year 2004), the Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or
portion thereof) occurring during the Employment Term in an amount
targeted at 40% of her Salary (pro rated only for the calendar year
2004) if the Company achieves the target performance objectives
established by the Compensation Committee of the Board of Directors
(the "Compensation Committee") with respect to such fiscal year. In
accordance with the foregoing conditions, the Employee shall also be
eligible to receive additional bonus compensation from the Company in
respect of each fiscal year (or portion thereof) occurring during the
Employment Term in an amount targeted at 60% of her Salary (prorated
only for calendar year 2004) for exceptional performance as may be
determined by the Compensation Committee in its sole discretion.
(c) Initial Payment. In connection with the execution and
delivery by the Employee of this Agreement, the Company shall pay the
Employee a one-time bonus in the amount of $50,000 (the "Initial
Payment") on or before July 31, 2000.
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5. Other Benefits; Options.
(a) General. During the Employment Term, the Employee shall:
(i) be eligible to participate in employee fringe
benefits and pension and/or profit sharing plans that may be provided
by the Company for its senior executive employees in accordance with
the provisions of such plans, as the same may be in effect from time to
time;
(ii) be eligible to participate in any medical and
health plans or other employee welfare benefit plans that may be
provided by the Company for its senior executive employees in
accordance with the provisions of any such plans, as the same may be in
effect from time to time;
(iii) be entitled to the number of paid vacation days
in each calendar year determined by the Company from time to time for
its senior executive officers, provided that such number of paid
vacation days in each calendar year shall not be less than twenty (20)
work days (four calendar weeks); the Employee shall also be entitled to
all paid holidays given by the Company to its senior executive
officers;
(iv) be entitled to sick leave, sick pay and
disability benefits in accordance with any Company policy that may be
applicable to senior executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable
and necessary out-of-pocket business expenses incurred by the Employee
in the performance of her duties hereunder in accordance with the
Company's normal policies from time to time in effect.
(b) Grant of Initial Options. In connection with the execution
and delivery of this Agreement by the Employee, the Company is granting
to the Employee options ("Initial Options") to purchase 750,000 shares
(as adjusted equitably for stock dividends, stock splits, combinations,
etc.) of Company Common Stock, $.001 par value ("Common Stock"), at a
purchase price $6.00 (as adjusted equitably for stock dividends, stock
splits, combinations, etc.), of which options to purchase 25% of such
shares of Common Stock shall vest on the Commencement Date and options
to purchase the remaining shares of Common Stock will vest in
thirty-six equal increments over the thirty-six month period beginning
on the first anniversary of the Commencement Date. Further, the Initial
Options will contain provisions providing that (i) if the Employee's
employment hereunder is terminated Without Cause or for Good Reason
(each, as defined in Section 7 hereof) during the Employment Term, all
of the previously unexercisable portion of the Initial Options shall
become immediately vested; and (ii) if there is a Change of Control (as
defined in (e) below) of the Company during the Employment Term, all of
the previously unexercisable portion of the Initial Options shall
become immediately vested.
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All terms and conditions, including those referred to herein, shall be
provided in a Stock Option Agreement of even date herewith between the
Company and the Employee.
(c) Put Option for Certain Initial Options. Subject to Section
8(c) hereof, for the period (the "Put Option Period") beginning on the
date (the "Lock-Up Termination Date") which is 180 days after the date
the Company consummates an initial public offering of its Common Stock
and ending on the one-year anniversary of the Lock-Up Termination Date,
Employee shall have the right and option (the "Put Option"), but not
the obligation, to sell to the Company any unexercised and vested
Initial Options representing up to 187,500 shares (as adjusted
equitably for stock dividends, stock splits, combinations, etc., the
"Put Option Shares") of Common Stock in accordance with the following
terms and conditions:
(i) In the event that Employee exercises the Put
Option, the Company shall pay to Employee as purchase price
for the Put Option Shares an amount (the "Purchase Price") per
share equal to the difference between $8.50 (as adjusted
equitably for stock dividends, stock splits, combinations,
etc.) and the exercise price of the Initial Options underlying
any Put Option Shares provided for in paragraph (b) of Section
5 hereof.
(ii) Employee may exercise the Put Option by giving
the Company a written notice of election to sell the Put
Option Shares (the "Put Option Notice") at any time during the
Put Option Period, which Put Option Notice shall specify the
number of Put Option Shares to be sold and the Purchase Price
for such Put Option Shares.
(iii) The closing for the purchase by the Company of
such Put Option Shares will take place at the principal office
of the Company as soon as practicable for both Employee and
the Company after delivery of the Put Option Notice. At such
closing, the Employee will deliver the stock option agreement
representing the options underlying the Put Option Shares to
be sold to the Company and such other documentation as
reasonably requested by the Company or their counsel, against
payment in cash of the Purchase Price thereof. Any Initial
Options underlying Put Option Shares sold to the Company
pursuant to the provisions of this Section 5(c) will
thereafter be terminated and no longer exercisable by
Employee.
(d) Grant of Subsequent Options. In connection with her
continued employment by the Company, on the first anniversary of the
Commencement Date, and on each of the subsequent anniversaries thereof
during the Employment Term, the Company agrees to grant the Employee
options ("Subsequent Options") to purchase at least 45,000 shares (as
adjusted equitably for stock dividends, stock splits, combinations,
etc.) of Common Stock at a purchase price equal to the Fair Market
Value (as defined in (f) below) of the Common Stock on the date of
grant, which options shall vest in twenty-five
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percent increments over a four-year period with the first twenty-five
percent to vest on the first anniversary of the date of grant. Each
grant of these Subsequent Options shall be pursuant to specific terms
set forth in a stock option agreement between the Company and the
Employee.
(e) Change of Control. "Change of Control" means any capital
reorganization, consolidation, merger or sale of assets as a result of
which or in connection with which a person, corporation or other entity
other than Kevin and Hugh O'Kane acquires (x) ownership of more than
50% of the equity securities of the Company or (y) all or substantially
all of the assets and properties of the Company as an entirety.
(f) Fair Market Value. "Fair Market Value" means as of any
date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without
limitation the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the
Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as
quoted on such system or exchange (or the exchange with the greatest
volume of trading in Common Stock) on the last market trading day prior
to the day of grant of the particular Subsequent Options and as
reported in the Wall Street Journal or such other source as the
Compensation Committee deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or is regularly
quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of a share of Common Stock shall be the
average between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of grant of the
particular Subsequent Options and as reported in the Wall Street
Journal or such other source as the Compensation Committee deems
reliable; or
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith
by the Compensation Committee.
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will
participate in the development of or be acquainted with confidential or
proprietary information and trade secrets related to the business of
the Company and any present or future subsidiaries or affiliates of the
Company (collectively with the Company, the "Companies"), including but
not limited to (i) customer lists; related records and compilations of
information; the identity, lists or descriptions of any new customers,
referral sources or organizations;
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financial statements; cost reports or other financial information;
contract proposals or bidding information; business plans; training and
operations methods and manuals; personnel records; software programs;
reports and correspondence; and management systems, policies or
procedures, including related forms and manuals; (ii) information
pertaining to future developments such as future marketing or
acquisition plans or ideas, and potential new business locations and
(iii) all other tangible and intangible property, which are used in the
business and operations of the Companies but not made public. The
information and trade secrets relating to the business of the Companies
described hereinabove in this paragraph (a) are hereinafter referred to
collectively as the "Confidential Information", provided that the term
Confidential Information shall not include any information (A) that is
or becomes generally publicly available (other than as a result of
violation of this Agreement by the Employee), (B) that the Employee
receives on a nonconfidential basis from a source (other than the
Companies or their representatives) that is not known by her to be
bound by an obligation of secrecy or confidentiality to any of the
Companies or (C) that was in the possession of the Employee prior to
disclosure by the Companies.
(b) The Employee shall not disclose, use or make known for her
or another's benefit any Confidential Information or use such
Confidential Information in any way except as is in the best interests
of the Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by a third party and applicable law or judicial process, but
only after providing immediate notice to the Company of any third
party's request for such information, which notice shall include the
Employee's intent to disclose any Confidential Information with respect
to such request.
(c) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 6
would be inadequate and, therefore, agrees that the Companies shall be
entitled to seek injunctive relief in addition to any other available
rights and remedies in case of any such breach or threatened breach by
the Employee; provided, however, that nothing contained herein shall be
construed as prohibiting the Companies from pursuing any other rights
and remedies available for any such breach or threatened breach.
(d) The Employee agrees that upon termination of her
employment with the Company for any reason, the Employee shall
forthwith return to the Company all Confidential Information in
whatever form maintained (including, without limitation, computer discs
and other electronic media).
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(e) The obligations of the Employee under this Section 6
shall, except as otherwise provided herein, survive the termination of
the Employment Term and the expiration or termination of this
Agreement.
(f) Without limiting the generality of Section 12 hereof, the
Employee hereby expressly agrees that the foregoing provisions of this
Section 6 shall be binding upon the Employee's heirs, successors and
legal representatives.
7. Termination of Employment.
(a) The Employee's employment hereunder shall be terminated
upon the occurrence of any of the following:
(i) death of the Employee;
(ii) the Employee's inability to perform her duties
on account of disability or incapacity for a period of one hundred
eighty (180) or more days, whether or not consecutive, within any
period of twelve (12) consecutive months;
(iii) the Company giving written notice, at any time,
to the Employee that the Employee's employment is being terminated for
"Cause" (as defined in (b) below);
(iv) the Company giving written notice, at any time,
to the Employee that the Employee's employment is being terminated or
is not being renewed, other than pursuant to clause (i), (ii) or (iii)
above ("Without Cause"); or
(v) the Employee terminates her employment hereunder
for "Good Reason" (as defined in (c) below); or
(vi) the Employee terminates her employment hereunder
for any reason whatsoever (whether by reason of retirement, resignation
or otherwise) other than in accordance with (v) above.
(b) Cause. The following actions, failures and events by or
affecting the Employee shall constitute "Cause" for termination within
the meaning of clause (iii) of Section 7 (a) above:
(i) a conviction of, or plea of nolo contendere to, a
felony;
(ii) willful misconduct that is materially injurious
to the Company;
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(iii) failure to undertake communicated directives on
material business matters despite written instruction to do so by the
Board of Directors or the Chairman of the Company; or
(iv) any willful material breach of this Agreement
which has resulted in material injury to the Company.
(c) Good Reason. The Employee may terminate her employment
with the Company for "Good Reason" if, without the Employee's written
consent, there is:
(i) a material adverse change in the Employee's title
or Salary;
(ii) the assignment of duties to the Employee
materially and adversely inconsistent with the Employee's position;
(iii) any requirement by the Company that Employee's
primary office location be other than in New York City or the state of
New Jersey; or
(iv) a Change of Control of the Company.
In the event that Employee determines that a Good Reason exists for
termination, Employee must notify the Company of such determination in
writing, within 30 days following Employee's actual knowledge of the
event giving rise to such Good Reason. Following receipt of such
notice, if, in the next 30 days, the Company remedies the event giving
rise to such Good Reason, Employee may not terminate her employment
with the Company for Good Reason as a result of such event.
8. Payments Upon Termination.
(a) Termination Without Cause or for Good Reason. In addition
to the acceleration of the Initial Options provided for in Section
5(b)(i) hereof and subject to paragraph (c) below, in the event that
the Employee's employment is terminated by the Company Without Cause or
by the Employee for Good Reason during the Employment Term then the
Company shall pay to the Employee, as severance pay or liquidated
damages or both, monthly payments at the rate per annum of her Salary
at the time of such termination and any bonus that Employee would have
been entitled to under Section 4(b) but for Employee's termination by
the Company (pro rated for the portion of the fiscal year occurring
prior to the cessation of the Employee's employment) for a period of
twelve (12) months after such termination.
(b) Payments Limited. Notwithstanding anything to the contrary
expressed or implied herein, except as required by applicable law and
except as set forth in Section 8(a) above, neither the Company nor any
of its affiliates shall be obligated to make any payments to the
Employee or on her behalf of whatever kind or nature by reason of the
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Employee's cessation of employment (including, without limitation, by
reason of termination of the Employee's employment by the Company for
Cause, Without Cause or otherwise or by the Employee for Good Reason or
otherwise), other than (i) such amounts, if any, of her Salary and
bonus as shall have accrued and remained unpaid as of the date of said
cessation, (ii) such other amounts, if any, which may be then otherwise
payable to the Employee pursuant to the terms of the Company's benefits
plans or pursuant to clause (v) of Section 5(a) above and (iii) subject
to paragraph (c) below, such amounts, if any, pursuant to the
Employee's exercise of the Put Option.
(c) Treatment of Put Option upon Termination. Unless the
Employee shall have previously delivered to the Company the Put Option
Notice in accordance with Section 5(c)(ii) hereof, the Employee's right
to exercise the Put Option will be terminated on the date the
Employee's employment is terminated for any reason; provided, that, in
the event that Employee's employment is terminated by the Company
Without Cause or by the Employee for Good Reason during the Put Option
Period, Employee shall have the right to exercise the Put Option for 30
days after such termination in accordance with Section 5(c) above.
(d) Interest. No interest shall accrue on or be paid with
respect to any portion of any payments under this Section 8.
9. Non-Assignability.
(a) Neither this Agreement nor any right or interest hereunder
shall be assignable by the Employee or her beneficiaries or legal
representatives without the Company's prior written consent; provided,
however, that nothing in this Section 9(a) shall preclude the Employee
from designating a beneficiary to receive any benefit payable hereunder
upon her death or incapacity. This Agreement may not be assigned by the
Company except with the Employee's prior written consent, provided,
however, that the Company may assign this Agreement to an affiliate of
the Company with the financial resources to fulfill the Company's
obligations hereunder.
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or
to assignment by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void and of no
effect.
10. Restrictive Covenants.
(a) Competition. During the Employment Term and, in the event
the Employee's employment is terminated, during the period (the
"Applicable Continuation Period") following such termination and
continuing until (i) the last payment is made to the Employee pursuant
to Section 8(a) hereof or (ii) in the case of a termination of the
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Employee's employment pursuant to Section 7(a)(iii) or (v) hereof, the
first anniversary of the date of such termination, the Employee will
not directly or indirectly (as a director, officer, executive employee,
manager, consultant, independent contractor, advisor or otherwise)
engage in competition with, or own any interest in, perform any
services for, participate in or be connected with any business or
organization which engages in competition with any of the Companies
within the meaning of Section 10(d), provided, however, that the
provisions of this Section 10(a) shall not be deemed to prohibit the
Employee's ownership of not more than two percent (2%) of the total
shares of all classes of stock outstanding of any publicly held
company, or ownership, whether through direct or indirect stock
holdings or otherwise, of not more than one percent (1%) of any other
business.
(b) Non-Solicitation. During the Employment Term and during
the Applicable Continuation Period, the Employee will not directly or
indirectly induce or attempt to induce any employee of any of the
Companies to leave the employ of the Company or such subsidiary or
affiliate, or in any way interfere with the relationship between any of
the Companies and any employee thereof.
(c) Non-Interference. During the Employment Term and during
the Applicable Continuation Period, the Employee will not directly or
indirectly hire, engage, send any work to, place orders with, or in any
manner be associated with any supplier, contractor, subcontractor or
other business relation of any of the Companies if such action by her
would have an adverse effect on the business, assets or financial
condition of any of the Companies, or materially interfere with the
relationship between any such person or entity and any of the
Companies.
(d) Certain Definitions.
(i) For purposes of this Section 10, a person or
entity (including, without limitation, the Employee) shall be deemed to
be a competitor of one or more of the Companies, or a person or entity
(including, without limitation, the Employee) shall be deemed to be
engaging in competition with one or more of the Companies, if such
person or entity conducts, or, to the knowledge of the Employee, plans
to conduct, the Specified Business (as hereinafter defined) as a
significant portion of its business in any of the markets served by the
Companies or, in the case of a person or entity pursuing a business
strategy of providing telecommunications infrastructure services,
anywhere in the continental United States.
(ii) For purposes of this Agreement, "Specified
Business" means (A) providing outsourced telecommunications
infrastructure services to local or long distance telecommunications
providers or engaging in any business conducted by the Company at the
time of termination of the Employee's employment with the Company or
(B) conducting, operating, carrying out or engaging in the business of
managing any entity described in clause (A).
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(e) Certain Representations of the Employee. In connection
with the foregoing provisions of this Section 10, the Employee
represents that her experience, capabilities and circumstances are such
that such provisions will not prevent her from earning a livelihood.
The Employee further agrees that the limitations set forth in this
Section 10 (including, without limitation, time and territorial
limitations) are reasonable and properly required for the adequate
protection of the current and future businesses of the Companies. It is
understood and agreed that the covenants made by the Employee in this
Section 10 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement.
(f) Injunctive Relief. The Employee acknowledges and agrees
that a remedy at law for any breach or threatened breach of the
provisions of Section 10 hereof would be inadequate and, therefore,
agrees that the Company and any of its subsidiaries or affiliates shall
be entitled to seek injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; provided, however, that nothing contained herein shall be
construed as prohibiting the Company or any of its affiliates from
pursuing any other rights and remedies available for any such breach or
threatened breach.
11. Representations and Warranties. The Employee represents
and warrants that she is not subject to or a party to any agreement, contract,
covenants, order or other restriction which in any way prohibits, restricts or
impairs the Employee's ability to enter into this Agreement and carry out her
duties and obligations hereunder. Each party hereto represents and warrants to
the other that (i) each has the full legal right and power and all authority and
approvals required to enter into, execute and deliver this Agreement and to
perform fully all of her or its obligations hereunder; and (ii) this Agreement
has been duly executed and delivered and constitutes a valid and binding
obligation of each party, enforceable in accordance with its terms.
12. Binding Effect. Without limiting or diminishing the effect
of Section 9 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.
13. Notices. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and
postage prepaid, (iii) sent via a nationally recognized overnight courier or
(iv) sent via facsimile confirmed in writing to the recipient, if to the Company
at the Company's principal place of business, and if to the Employee, at her
home address most recently filed with the Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto, provided, however, that any notice sent by certified or registered mail
shall be deemed delivered on the date of delivery as evidenced by the return
receipt.
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14. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
15. Severability. The Employee agrees that in the event that
any court of competent jurisdiction shall finally hold that any provision of
Section 6 or 10 hereof is void or constitutes an unreasonable restriction
against the Employee, the provisions of such Section 6 or 10 shall not be
rendered void but shall apply with respect to such extent as such court may
judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 10 is held
by a court of competent jurisdiction to be invalid, illegible or incapable of
being enforced in whole or in part by reason of any rule of law or public
policy, such part shall be deemed to be severed from the remainder of this
Agreement for the purpose only of the particular legal proceedings in question
and all other covenants and provisions of this Agreement shall in every other
respect continue in full force and effect and no covenant or provision shall be
deemed dependent upon any other covenant or provision.
16. Waiver. Failure to insist upon strict compliance with any
of the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
17. Entire Agreement; Modifications. This Agreement
constitutes the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements, oral
and written, between the parties hereto with respect to the subject matter
hereof. This Agreement may be modified or amended only by an instrument in
writing signed by both parties hereto.
18. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
LEXENT INC.
By:
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Name:
Title:
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Nancy Huson
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