AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is made as of the
26th day of March, 1997, by and between ICG COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), and J. SHELBY BRYAN (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee previously entered into that certain
Employment Agreement, dated as of May 30, 1995, as amended by an Assignment and
Amendment to Employment Agreement and Indemnification Agreement, dated October
23, 1996 (as amended, the "Employment Agreement"); and
WHEREAS, the parties desire to further amend and modify certain of the
terms and conditions of the Employment Agreement;
NOW, THEREFORE, in consideration of the representations, warranties and
mutual covenants set forth herein, the parties agree as follows:
1. Term. Section 2 of the Employment Agreement is hereby amended such that
the employment term thereunder may be renewed for an additional two (2) year
term, rather than for an additional one (1) year term, at the sole option of the
Employee, upon the conditions set forth therein. In addition, the Employee
hereby indicates his intention to extend the employment term for an additional
two year term commencing June 1, 1997, on the same terms and conditions as set
forth in the Employment Agreement, as hereby amended, and the Company hereby
accepts such indication by the Employee in lieu of the notice
required by the Employee under Section 2 of the Employment Agreement.
2. Duties. The first sentence of Section 3(b) of the Employment Agreement
is hereby deleted and amended to read in its entirety as follows:
The Employee will render his services to the Company as Chairman of
the Board, Chairman of the Board and Chief Executive Officer or President
and Chief Executive Officer and shall perform the duties and services
incident, usual and customary to such respective positions, and such other
duties consistent with the duties of such offices, as may be assigned to
him from time to time by the Board of Directors of the Company.
3. Compensation; Benefits. Section 4(a) of the Employment Agreement is
hereby amended to delete the third sentence thereof in its entirety, such that,
effective from and after January 1, 1997, in computing the Salary, the
components of Revenues increase and EBITDA increase shall not offset one another
if one component is a negative amount and the other
component is a positive amount.
4. Termination by the Employee for Good Reason. Section 8(c) of the
Employment Agreement is hereby amended to delete clause (i) thereof in its
entirety and to replace such clause with the following:
(i) if the Employee is no longer designated and has the authority of
Chief Executive Officer or Chairman of the Board of the Company or there
shall be a change in the Employee's status or responsibilities (including
reporting responsibilities) which does not represent a promotion or the
Employee shall be assigned duties which are inconsistent with his status,
title, position or duties as Chief Executive Officer or Chairman of the
Board, or....
5. Termination of Employment by Employee. A new subsection (f) is hereby
added to Section 8 as follows:
(f) Voluntary Termination. The Employee shall have the right, at any
time and in his sole discretion, to terminate his employment by the Company
and be relieved of any obligation to render or provide any further services
hereunder upon ninety (90) days prior written notice to the Company of the
effective date of such termination. In such event (unless such termination
by the Employee is pursuant to Section 8(c) or Section 8(e) hereunder, in
which case the terms of such respective section shall govern), all
compensation and benefits under Section 4 of this Agreement that have
accrued in favor of the Employee as of the effective date of termination
and all expenses that have been incurred under Section 5 of this Agreement
prior to the effective date of termination, to the extent unpaid or
undelivered, shall be paid or delivered to the Employee in a lump sum on
the effective date of termination.
6. Other Terms and Conditions. All other terms and conditions of the
Employment Agreement shall remain in full force and effect, as if fully stated
herein.
7. Capitalized Terms. Capitalized terms, and other defined terms, shall
have the same meaning as that accorded to them in the Employment Agreement,
unless the context requires otherwise.
8. Conflict. If there are any conflicting terms or conditions between the
terms and conditions of this Amendment and the terms and conditions of the
Employment Agreement, the terms and conditions of this Amendment shall control.
IN WITNESS WHEREOF, each of the parties hereto has duly
executed this Amendment as of the date first above written.
ICG COMMUNICATIONS, INC.
By:_____________________
Name:
Title:
/s/J. Shelby Bryan
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J. SHELBY BRYAN