ICG COMMUNICATIONS, INC.
9605 East Maroon Circle
Englewood, Colorado 80112
May 12, 1997
Mr. Jay E. Ricks
101 Wolfe Street
Alexandria, Virginia 22314
Re: Consulting Agreement
Dear Jay:
This letter will confirm your agreement to serve as a
consultant to ICG Communications, Inc., a Delaware corporation ("ICG"),
for a period of one year following your retirement from the board of
directors of ICG after the annual meeting of stockholders of ICG on June
17, 1997.
You agree to serve as a consultant to ICG from June 17, 1997
through June 17, 1998. You agree to render to ICG, as mutually agreed upon
by you and ICG, advisory or consultative services and shall be available
for such advise and counsel to the management and board of directors of
ICG at your and ICG's mutual convenience. You shall not be required to
render services hereunder at any location or for any specified period of
time or hours or to attend any meetings or conferences, except as shall be
specifically requested by ICG and agreed upon by you.
In consideration of your consulting services to be rendered
under this agreement, you shall receive a minimum cash fee of $10,000 and
an option to purchase 20,000 shares of Common Stock, $.01 par value, of
ICG, which options shall vest and be priced on the same terms as if you
had continued to serve as a director of ICG.
In addition, ICG acknowledges your continuing efforts on
behalf of ICG through your ownership interest and management participation
in Teleport Transmission Holdings Inc. ("TTH"), a corporation which holds
the common carrier licenses used by ICG's teleports and wireless
competitive access networks (the
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"Licenses"). For so long as TTH continues to hold the Licenses, ICG shall
reimburse you for the actual reasonable documented costs you incur that are
associated with your ownership and management involvement in TTH.
This agreement may be terminated by you at any time. If the
foregoing reflects your understanding, please so acknowledge by signing
this letter where indicated below.
Very truly yours,
ICG COMMUNICATIONS, INC.
By:/s/J. Shelby Bryan
_______________________
J. Shelby Bryan,
President and Chief
Executive Officer
Acknowledged and agreed to this 12th day of May, 1997:
/s/Jay E. Ricks
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JAY E. RICKS
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