December 16, 1998
(Name)
ICG Communications, Inc.
161 Inverness Drive West
Englewood, Colorado 80112
Dear (Name):
ICG Communications, Inc. (the "Company") recognizes that your contribution
to the growth and success of the Company as an executive officer of the Company
has been and continues to be significant. Accordingly, the Company is entering
into this Agreement (the "Agreement") with you in recognition of your past and
continuing efforts as a valuable executive employee of the Company.
1. Effective Date of Agreement
This Agreement shall become effective as of the date indicated above.
2. "Gross-Up Payment"
(a) In the event any payments paid or payable to you by the Company
or any benefits received or receivable by you from the Company
are the type encompassed within Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") (collectively, the
"Executive Payments") and are subject to the tax imposed by
Section 4999 of the Code (or any similar tax that may hereafter
be imposed by the Internal Revenue Service), and/or any
comparable or similar tax imposed by any state or local taxing
authority, including, without limitation, any interest or
penalties due thereon (collectively, the "Excise Tax"), the
Company shall pay to you in cash an additional amount (the
"Gross-Up Payment") such that the net amount retained by you
after deduction of the Excise Tax on the Gross-Up Payment, as
well as any other taxes (including without limitation Federal,
state and local income taxes) due solely as a result of payment
of the Gross-Up Payment, shall be equal to the full amount of the
Executive Payments.
(b) Nothing in this Section 2 shall be construed to require the
Company to pay any amounts due by you in respect of Federal,
state and local income taxes on the Executive Payments (other
than the Excise Tax and the other taxes, interest and penalties,
if any, referred to in Section 2(a)).
(c) The Gross-Up Payment shall be made promptly upon the Company's
receipt of notice from you and/or your tax advisor, which advisor
shall be selected by you and reasonably satisfactory to the
Company, of the reasonable determination that the Excise Tax is
due and payable as a result of the Executive Payments. The
Company shall make the Gross-Up Payment at the time such
determination has been made that the Excise Tax is due and
payable, whether or not you are still employed by the Company at
such time.
3. Successors
This Agreement will inure to the benefit of and be enforceable by your
personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
4. Governing Law
This Agreement and the rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the State of
Colorado.
5. Additional Compensation
This Agreement and the payments provided for herein are in addition
to, and not in lieu of, any and all compensation arrangements,
including without limitation, existing employment, stock option and
other benefit plans and agreements, as applicable, now existing or
hereinafter entered into, between you and the Company and its
subsidiaries.
6. Survival
This Agreement and the rights and obligations hereunder shall survive
the termination of your employment with the Company and shall continue
to be binding on the Company and its successors and assigns until all
obligations hereunder have been satisfied in full.
Kindly indicate your agreement with, and acknowledgement of, the terms
of this Agreement by signing this letter where indicated below.
Sincerely,
ICG COMMUNICATIONS, INC.
By:________________________
Name: (Name)
Title: (Title)
Acknowledged and agreed to as of the 16th day of December, 1998.
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(Name)