1
EXHIBIT 10.53
EMPLOYMENT AGREEMENT
BETWEEN
MCLEOD, INC.
AND
[EMPLOYEE]
DATED AS OF MAY ___, 1996
[FORM EXECUTED BY THE OFFICERS EXECUTING
A CHANGE-OF-CONTROL AGREEMENT]
2
EMPLOYMENT, CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is entered into as of May ___, 1996 by and between
McLeod, Inc., a Delaware corporation (together with its subsidiaries, the
"Company"), and [Employee] (the "Employee").
WHEREAS, the Company employs the Employee as its [Title];
WHEREAS, the Company believes that because of the Employee's
substantial knowledge, skill and experience, and because of the Employee's
access to confidential and proprietary information of the Company, the
Employee, should his/her employment by the Company be terminated by either
party hereto, would be able to take actions that would be competitive with the
activities of the Company and/or disclose confidential Company information;
WHEREAS, the Company wishes to continue the Employee's employment, but
is willing to do so only if the Employee will subject himself/herself to the
terms of this Agreement, and, in further consideration of the Employee's
execution hereof, the Company has granted to the Employee options to purchase
[Number] shares of the Class A Common Stock of the Company (effective upon
consummation on or before December 31, 1996 of an initial public offering of
the Company's Class A Common Stock) at an issue price equal to the initial
public offering price per share;
WHEREAS, the Company has entered into a letter agreement with the
Employee regarding certain additional benefits to be provided to the Employee
in certain circumstances in the event of a change of control of the Company
(the "Change-of-Control" Agreement); and
WHEREAS, this Agreement supersedes and replaces an Employment and
Confidentiality Agreement entered into on [Date] between the Employee and the
Company;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. TERM OF EMPLOYMENT
The Employee shall be employed by the Company for an indefinite period
that may be terminated pursuant to the provisions of this Section 1 (the "Term
of Employment"). Either the Employee or the Company may (with or without
cause) terminate the Term of Employment by furnishing 30 days' written notice
of such termination to the other, and in either such case the Company shall
have the right,
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but not the obligation, to accelerate such termination to any date prior to the
expiration of such notice period.
2. DUTIES
While employed by the Company, the Employee shall perform such duties
as may be designated by and subject to the supervision of the Company's Board
of Directors or officers. During such period, the Employee shall devote
his/her full attention, time and energies to the business and affairs of the
Company, and shall use his/her best efforts to promote the interests and
reputation of the Company. The Employee agrees to disclose to the Company's
Board of Directors any and all investments or activities that might impact
performance of his/her responsibilities pursuant to this Agreement and further
agrees not to expand such investments or activities without prior approval of
the Company's Board of Directors.
3. RESTRICTIVE COVENANT
3.1. COVENANT
During the term of his/her employment by the Company and for the
two-year period following his/her termination "for cause" (as defined below),
resignation, or voluntary termination of his/her employment for any other
reason except for the Company's discontinuance of activities (which
discontinuance shall render this Section 3 of no further effect), the Employee
shall not, directly or indirectly, engage in or become an owner of, render any
service to, enter the employment of, or represent or solicit for any business
that (a) competes with any activity of the Company conducted at any time during
the Term of Employment, or conducted during the six-month period following the
termination of the Term of Employment as a result of plans initiated prior to
such termination, and (b) is located and/or conducts business within any of the
states in which the Company conducted any business during the Term of
Employment or during the six-month period following the termination of the Term
of Employment as a result of plans initiated prior to such termination.
Further, during the restrictive period of this Agreement following any
termination of the Term of Employment, the Employee shall not employ or
associate with his/her own activities, directly or indirectly, any individual
then employed in a management position by the Company.
3.2. TERMINATION "FOR CAUSE"
For purposes of this Section 3 an Employee shall be deemed to have
been terminated "for cause" if such termination follows: (a) the Employee's
engaging in a criminal act involving the Company, or the conviction of the
Employee of a felony; (b) the Employee's engaging in willful misconduct or
omission that is injurious to the Company, monetarily or otherwise, or (c) the
willful and continued failure by the Employee to substantially perform his/her
duties (other than any such failure resulting from the Employee's inability to
perform such duties as a result of
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physical or mental illness or incapacity), after delivery to the Employee of a
written demand for substantial performance that specifically identifies the
manner in which the Company believes that the Employee has not substantially
performed his/her duties and a reasonable opportunity for the Employee to cure
such nonperformance.
3.3. ENFORCEABILITY OF COVENANT
The parties expressly agree that the duration and geographical area
set forth in this Section 3 are reasonable, that the covenant shall be
construed as an agreement independent of any other provision herein, and that
the existence of any claim or cause of action of the Employee against the
Company, regardless of how arising, shall not constitute a defense to the
enforcement by the Company of this Section 3. If any portion of the covenant
is held by a court of law to be unenforceable with respect either to its
duration or geographical area, for whatever reason, it shall be considered
divisible both as to time and geographical area, so that each month of the
specified period shall be deemed a separate period of time and each county
within a particular state a separate geographical area, resulting in an
intended requirement that the longest lesser period of time or largest lesser
geographical area found by such court to be a reasonable restriction shall
remain an effective restrictive covenant, specifically enforceable against the
Employee.
3.4. PERMITTED EQUITY OWNERSHIP
Notwithstanding any statement contained in this Agreement to the
contrary, legal or beneficial ownership by the Employee of an equity interest
that constitutes less than five percent of the outstanding voting power in a
competitive corporation, at least one class of capital stock of which is
publicly traded on a national or regional stock exchange or by means of an
electronic interdealer quotation system, shall not be deemed to constitute a
breach by the Employee of the terms hereof.
4. CONFIDENTIALITY
4.1. DISCLOSURE OF CONFIDENTIAL INFORMATION
Unless authorized or instructed in writing by the Company, the Employee
shall not, during or at any time after the Term of Employment except as
required in the conduct of the Company's business, disclose to others, or use,
or permit to be disclosed to others or used, any of the Company's inventions,
discoveries, works, ideas, information, knowledge or data (whether in oral,
written, or machine-readable form) that the Employee may develop or obtain
during the course of or in connection with the Employee's employment, including
such inventions, discoveries,
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works, ideas, information, knowledge, or data relating to machines, equipment,
products, systems, software, research and/or development, designs,
compositions, formulae, processes, manufacturing procedures or business
methods, whether or not developed by the Employee, by others in the Company or
obtained by the Company from third parties, and irrespective of whether or not
such inventions, discoveries, works, ideas, information, knowledge or data have
been identified by the Company as secret or confidential, unless and until, and
then to the extent and only to the extent that, such inventions, discoveries,
works, ideas, information, knowledge or data become available to the public
otherwise than by the Employee's act or omission.
4.2. DISCLOSURE OF OTHER CONFIDENTIAL INFORMATION
During the Term of Employment and for a period of two years thereafter
the Employee shall not, except as required in the conduct of the Company's
business, disclose to others, or use, any of the information relating to
present and prospective customers of the Company, business dealings with such
customers, prospective marketing, promotion, sales and advertising programs and
strategies, and agreements with representatives or prospective representatives
of the Company, present or prospective sources of supply or any other business
arrangements of the Company, including but not limited to customers, customer
lists, costs, prices and earnings, whether or not such information is developed
by the Employee, by others in the Company or obtained by the Company from third
parties, and irrespective of whether or not such information has been
identified by the Company as secret or confidential, unless and until, and then
to the extent and only to the extent that, such information becomes available
to the public otherwise than by the Employee's act or omission.
4.3. DEFINITION
All inventions, discoveries, works, ideas, information, knowledge, and
data described or referred to in Sections 4.1 and 4.2 are referred to herein
collectively as "Confidential Information".
4.4. EMPLOYEE ACKNOWLEDGEMENT
The Employee acknowledges (i) that the use, misappropriation or
disclosure of the Confidential Information (as defined in Section 4.3) would
constitute a breach of trust and cause irreparable injury to the Company, (ii)
that all such Confidential Information is the property of the Company, and
(iii) that it is essential to the protection of the Company's good will and to
the maintenance of the Company's competitive position that the Confidential
Information be kept secret and that the Confidential Information not be
disclosed by the Employee to others or used by the Employee to the Employee's
own advantage or the advantage of others. The Employee further acknowledges
that the Employee's agreement to the provisions of this Section 4 and the
enforceability of such provisions against the Employee are an essential element
of this Agreement and that, absent such provisions and the enforceability
thereof, the Company would not (i) employ or continue the employment of the
Employee, nor (ii) permit the Employee access to and use of Confidential
Information.
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5. REMEDIES FOR BREACH OF EMPLOYEE'S OBLIGATIONS
The parties agree that the services of the Employee are of a personal,
specific, unique and extraordinary character and cannot be readily replaced by
the Company. They further agree that in the course of performing his/her
services, the Employee will have access to various types of proprietary
information of the Company, that, if released to others or used by the Employee
other than for the benefit of the Company, in either case without the Company's
consent, could cause the Company to suffer irreparable injury. Therefore, the
obligations of the Employee established under this Agreement shall be
enforceable both at law and in equity, by injunction, specific performance,
damages or other remedy; and the right of the Company to obtain any such remedy
shall be cumulative and not alternative and shall not be exhausted by any one
or more uses thereof.
6. MISCELLANEOUS
6.1. ADDITIONAL ACTIONS AND DOCUMENTS
Each of the parties hereto hereby agrees to take or cause to be
taken such further actions, to execute, deliver and file or cause to be
executed, delivered and filed such further documents, and will obtain such
consents, as may be necessary or as may be reasonably requested in order to
fully effectuate the purposes, terms and conditions of this Agreement.
6.2. ASSIGNMENT
The Employee shall not assign his/her rights and obligations
under this Agreement, in whole or in part, whether by operation of law or
otherwise, without the prior written consent of the Company, and any such
assignment contrary to the terms hereof shall be null and void and of no force
and effect.
6.3. ENTIRE AGREEMENT; AMENDMENT
This Agreement and the Change-of-Control Agreement constitute the
entire agreement between the parties hereto with respect to the transactions
contemplated herein and therein, and supersede all prior oral or written
agreements, commitments or understandings with respect to the matters provided
for herein and therein; provided, however, that in the event of a conflict
between a provision of this Agreement and a provision of the Change-of-Control
Agreement, the provision of the Change-of-Control Agreement shall govern. No
amendment, modification or discharge of this Agreement shall be valid or
binding unless set forth in writing and duly executed and delivered by the
party against whom enforcement of the amendment, modification, or discharge is
sought.
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6.4. WAIVER
No delay or failure on the part of any party hereto in exercising
any right, power or privilege under this Agreement or under any other documents
furnished in connection with or pursuant to this Agreement shall impair any
such right, power or privilege or be construed as a waiver of any default or
any acquiescence therein. No single or partial exercise of any such right,
power or privilege shall preclude the further exercise of such right, power or
privilege, or the exercise of any other right, power or privilege. No waiver
shall be valid against any party hereto unless made in writing and signed by
the party against whom enforcement of such waiver is sought and then only to
the extent expressly specified therein.
6.5. GOVERNING LAW
This Agreement, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, shall be governed by and construed
in accordance with the laws of the State of Delaware (excluding the choice of
law rules thereof).
6.6. NOTICES
All notices, demands, requests, or other communications that may
be or are required to be given, served, or sent by any party to any other party
pursuant to this Agreement shall be in writing and shall be hand delivered,
sent by overnight courier or mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by telegram,
telecopy or telex, addressed as follows:
(i) If to the Company:
McLeod, Inc.
221 Third Avenue SE, Suite 500
Cedar Rapids, IA 52401
ATTENTION: President
(ii) If to the Employee:
[Employee]
[Address]
Each party may designate by notice in writing a new address to which any
notice, demand, request or communication may thereafter be so given, served or
sent. Each notice, demand, request, or communication that shall be hand
delivered, sent, mailed, telecopied or telexed in the manner described above,
or that shall be delivered to a telegraph company, shall be deemed sufficiently
given, served, sent, received or delivered for all purposes at such time as it
is delivered to the
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addressee (with the return receipt, the delivery receipt, or (with respect to a
telecopy or telex) the answerback being deemed conclusive, but not exclusive,
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.
6.7. BINDING EFFECT
Subject to any provisions hereof restricting assignment, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, heirs, executors, administrators, legal
representatives and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, or have caused this Agreement to be duly executed on their behalf,
as of the day and year first above written.
MCLEOD, INC.
By:
--------------------------
Name:
Title:
THE EMPLOYEE:
---------------------------------
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EXHIBIT 10.53
EMPLOYMENT AGREEMENT
BETWEEN
MCLEOD, INC.
AND
{EMPLOYEE}
DATED AS OF May __, 1996
10
EMPLOYMENT, CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is entered into as of May __, 1996 by and between
McLeod, Inc., a Delaware corporation (together with its subsidiaries, the
"Company"), and {EMPLOYEE} (the "Employee").
WHEREAS, the Company employs the Employee as its {TITLE};
WHEREAS, the Company believes that because of the Employee's
substantial knowledge, skill and experience, and because of the Employee's
access to confidential and proprietary information of the Company, the
Employee, should his/her employment by the Company be terminated by either
party hereto, would be able to take actions that would be competitive with the
activities of the Company and/or disclose confidential Company information;
WHEREAS, the Company wishes to continue the Employee's employment, but
is willing to do so only if the Employee will subject himself/herself to the
terms of this Agreement, and, in further consideration of the Employee's
execution hereof, the Company has granted to the Employee options to purchase
{NUMBER} shares of the Class A Common Stock of the Company (effective upon
consummation on or before December 31, 1996 of an initial public offering of
the Company's Class A Common Stock) at an exercise price equal to the initial
public offering price per share; and
WHEREAS, this Agreement supersedes and replaces an Employment and
Confidentiality Agreement entered into on {DATE} between the Employee and the
Company;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. TERM OF EMPLOYMENT
The Employee shall be employed by the Company for an indefinite period
that may be terminated pursuant to the provisions of this Section 1 (the "Term
of Employment"). Either the Employee or the Company may (with or without
cause) terminate the Term of Employment by furnishing 30 days' written notice
of such termination to the other, and in either such case the Company shall
have the right, but not the obligation, to accelerate such termination to any
date prior to the expiration of such notice period.
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2. DUTIES
While employed by the Company, the Employee shall perform such duties
as may be designated by and subject to the supervision of the Company's Board
of Directors or officers. During such period, the Employee shall devote
his/her full attention, time and energies to the business and affairs of the
Company, and shall use his/her best efforts to promote the interests and
reputation of the Company. The Employee agrees to disclose to the Company's
Board of Directors any and all investments or activities that might impact
performance of his/her responsibilities pursuant to this Agreement and further
agrees not to expand such investments or activities without prior approval of
the Company's Board of Directors.
3. RESTRICTIVE COVENANT
3.1. COVENANT
During the term of his/her employment by the Company and for the
one-year period following his/her termination "for cause" (as defined
below), resignation, or voluntary termination of his/her employment for any
other reason except for the Company's discontinuance of activities (which
discontinuance shall render this Section 3 of no further effect), the Employee
shall not, directly or indirectly, engage in or become an owner of, render any
service to, enter the employment of, or represent or solicit for any business
that (a) competes with any activity of the Company conducted at any time during
the Term of Employment, or conducted during the six-month period following the
termination of the Term of Employment as a result of plans initiated prior to
such termination, and (b) is located and/or conducts business within any of the
states in which the Company conducted any business during the Term of
Employment or during the six-month period following the termination of the
Term of Employment as a result of plans initiated prior to such termination.
Further, during the restrictive period of this Agreement following any
termination of the Term of Employment, the Employee shall not employ or
associate with his/her own activities, directly or indirectly, any individual
then employed in a management position by the Company.
3.2. TERMINATION "FOR CAUSE"
For purposes of this Section 3 an Employee shall be deemed to have
been terminated "for cause" if such termination follows: (a) the Employee's
engaging in a criminal act involving the Company, or the conviction of the
Employee of a felony; (b) the employee's engaging in willful misconduct or
omission that is injurious to the Company, monetarily or otherwise, or (c) the
willful and continued failure by the Employee to substantially perform his/her
duties (other than any such failure resulting from the Employee's inability to
perform such duties as a result of
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physical or mental illness or incapacity), after delivery to the Employee of a
written demand for substantial performance that specifically identifies the
manner in which the Company believes that the Employee has not substantially
performed his/her duties and a reasonable opportunity for the Employee to cure
such nonperformance.
3.3. ENFORCEABILITY OF COVENANT
The parties expressly agree that the duration and geographical area
set forth in this Section 3 are reasonable, that the covenant shall be
construed as an agreement independent of any other provision herein, and that
the existence of any claim or cause of action of the Employee against the
Company, regardless of how arising, shall not constitute a defense to the
enforcement by the Company of this Section 3. If any portion of the covenant
is held by a court of law to be unenforceable with respect either to its
duration or geographical area, for whatever reason, it shall be considered
divisible both as to time and geographical area, so that each month of the
specified period shall be deemed a separate period of time and each county
within a particular state a separate geographical area, resulting in an
intended requirement that the longest lesser period of time or largest lesser
geographical area found by such court to be a reasonable restriction shall
remain an effective restrictive covenant, specifically enforceable against the
Employee.
3.4. PERMITTED EQUITY OWNERSHIP
Notwithstanding any statement contained in this Agreement to the
contrary, legal or beneficial ownership by the Employee of an equity interest
that constitutes less than five percent of the outstanding voting power in a
competitive corporation, at least one class of capital stock of which is
publicly traded on a national or regional stock exchange or by means of an
electronic interdealer quotation system, shall not be deemed to constitute a
breach by the Employee of the terms hereof.
4. CONFIDENTIALITY
4.1. DISCLOSURE OF CONFIDENTIAL INFORMATION
Unless authorized or instructed in writing by the Company, the Employee
shall not, during or at any time after the Term of Employment except as
required in the conduct of the Company's business, disclose to others, or use,
or permit to be disclosed to others or used, any of the Company's inventions,
discoveries, works, ideas, information, knowledge or data (whether in oral,
written, or machine-readable form) that the Employee may develop or obtain
during the course of or in connection with the Employee's employment, including
such inventions, discoveries, works, ideas, information, knowledge, or data
relating to machines, equipment, products, systems, software, research and/or
development, designs, compositions, formulae, processes, manufacturing
procedures or business methods, whether or not developed by the Employee, by
others in the Company or obtained by the Company from third parties, and
irrespective of whether or not such inventions, discoveries,
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works, ideas, information, knowledge or data have been identified by the
Company as secret or confidential, unless and until, and then to the extent
and only to the extent that, such inventions, discoveries, works, ideas,
information, knowledge or data become available to the public otherwise than
by the Employee's act or omission.
4.2. DISCLOSURE OF OTHER CONFIDENTIAL INFORMATION
During the Term of Employment and for a period of two years thereafter
the Employee shall not, except as required in the conduct of the Company's
business, disclose to others, or use, any of the information relating to
present and prospective customers of the Company, business dealings with such
customers, prospective marketing, promotion, sales and advertising programs and
strategies, and agreements with representatives or prospective representatives
of the Company, present or prospective sources of supply or any other business
arrangements of the Company, including but not limited to customers, customer
lists, costs, prices and earnings, whether or not such information is developed
by the Employee, by others in the Company or obtained by the Company from third
parties, and irrespective of whether or not such information has been
identified by the Company as secret or confidential, unless and until, and then
to the extent and only to the extent that, such information becomes available
to the public otherwise than by the Employee's act or omission.
4.3. DEFINITION
All inventions, discoveries, works, ideas, information, knowledge, and
data described or referred to in Sections 4.1 and 4.2 are referred to herein
collectively as "Confidential Information".
4.4. EMPLOYEE ACKNOWLEDGEMENT
The Employee acknowledges (i) that the use, misappropriation or
disclosure of the Confidential Information (as defined in Section 4.3) would
constitute a breach of trust and cause irreparable injury to the Company, (ii)
that all such Confidential Information is the property of the Company, and
(iii) that it is essential to the protection of the Company's good will and to
the maintenance of the Company's competitive position that the Confidential
Information be kept secret and that the Confidential Information not be
disclosed by the Employee to others or used by the Employee to the Employee's
own advantage or the advantage of others. The Employee further acknowledges
that the Employee's agreement to the provisions of this Section 4 and the
enforceability of such provisions against the Employee are an essential element
of this Agreement and that, absent such provisions and the enforceability
thereof, the Company would not (i) employ or continue the employment of the
Employee, nor (ii) permit the Employee access to and use of Confidential
Information.
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5. REMEDIES FOR BREACH OF EMPLOYEE'S OBLIGATIONS
The parties agree that the services of the Employee are of a personal,
specific, unique and extraordinary character and cannot be readily replaced by
the Company. They further agree that in the course of performing his/her
services, the Employee will have access to various types of proprietary
information of the Company, that, if released to others or used by the Employee
other than for the benefit of the Company, in either case without the Company's
consent, could cause the Company to suffer irreparable injury. Therefore, the
obligations of the Employee established under this Agreement shall be
enforceable both at law and in equity, by injunction, specific performance,
damages or other remedy; and the right of the Company to obtain any such remedy
shall be cumulative and not alternative and shall not be exhausted by any one
or more uses thereof.
6. MISCELLANEOUS
6.1. ADDITIONAL ACTIONS AND DOCUMENTS
Each of the parties hereto hereby agrees to take or cause to be
taken such further actions, to execute, deliver and file or cause to be
executed, delivered and filed such further documents, and will obtain such
consents, as may be necessary or as may be reasonably requested in order to
fully effectuate the purposes, terms and conditions of this Agreement.
6.2. ASSIGNMENT
The Employee shall not assign his/her rights and obligations
under this Agreement, in whole or in part, whether by operation of law or
otherwise, without the prior written consent of the Company, and any such
assignment contrary to the terms hereof shall be null and void and of no force
and effect.
6.3. ENTIRE AGREEMENT; AMENDMENT
This Agreement constitutes the entire agreement among the parties
hereto with respect to the transactions contemplated herein, and it supersedes
all prior oral or written agreements, commitments or understandings with
respect to the matters provided for herein. No amendment, modification or
discharge of this Agreement shall be valid or binding unless set forth in
writing and duly executed and delivered by the party against whom enforcement
of the amendment, modification, or discharge is sought.
6.4. WAIVER
No delay or failure on the part of any party hereto in exercising
any right, power or privilege under this Agreement or under any other documents
furnished in connection with or pursuant to this Agreement shall impair any
such right, power or privilege or be construed as a waiver of any default or
any
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acquiescence therein. No single or partial exercise of any such right, power
or privilege shall preclude the further exercise of such right, power or
privilege, or the exercise of any other right, power or privilege. No waiver
shall be valid against any party hereto unless made in writing and signed by
the party against whom enforcement of such waiver is sought and then only to
the extent expressly specified therein.
6.5. GOVERNING LAW
This Agreement, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, shall be governed by and construed
in accordance with the laws of the State of Delaware (excluding the choice of
law rules thereof).
6.6. NOTICES
All notices, demands, requests, or other communications that may
be or are required to be given, served, or sent by any party to any other party
pursuant to this Agreement shall be in writing and shall be hand delivered,
sent by overnight courier or mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by telegram,
telecopy or telex, addressed as follows:
(i) If to the Company:
McLeod, Inc.
221 Third Avenue SE, Suite 500
Cedar Rapids, IA 52401
ATTENTION: President
(ii) If to the Employee:
[EMPLOYEE]
[ADDRESS]
Each party may designate by notice in writing a new address to which any
notice, demand, request or communication may thereafter be so given, served or
sent. Each notice, demand, request, or communication that shall be hand
delivered, sent, mailed, telecopied or telexed in the manner described above,
or that shall be delivered to a telegraph company, shall be deemed sufficiently
given, served, sent, received or delivered for all purposes at such time as it
is delivered to the addressee (with the return receipt, the delivery receipt,
or (with respect to a telecopy or telex) the answerback being deemed
conclusive, but not exclusive,
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16
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.
6.7. BINDING EFFECT
Subject to any provisions hereof restricting assignment, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, heirs, executors, administrators, legal
representatives and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, or have caused this Agreement to be duly executed on their behalf,
as of the day and year first above written.
McLEOD, INC.
By:
-------------------------------------
Name:
Title:
THE EMPLOYEE:
--------------------------------------------
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