{"id":39201,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-global-crossing-ltd-asia-global-crossing.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-global-crossing-ltd-asia-global-crossing","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-global-crossing-ltd-asia-global-crossing.html","title":{"rendered":"Employment Agreement &#8211; Global Crossing Ltd., Asia Global Crossing Ltd., and John J. Legere"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n                              --------------------\n\n          This AGREEMENT (the \"Agreement\"), is made as of the 3rd day of\nOctober, 2001 (the \"Effective Date\"), among Global Crossing Ltd., a Bermuda\ncorporation (\"GX\"), Asia Global Crossing Ltd., a Bermuda corporation (\"AX\"), and\nJohn J. Legere (\"Executive\").\n\n          For good and valuable consideration, the receipt and sufficiency of\nwhich are hereby acknowledged, GX, AX and Executive hereby agree as follows:\n\n          1.   Employment.\n               ----------\n\n          Subject to the terms and conditions hereinafter contained, GX hereby\nemploys Executive and Executive accepts the employment by GX.\n\n          (a)  During the Term (as defined below), Executive shall hold the\ntitle of Chief Executive Officer (\"CEO\") of GX and Director of GX, shall be the\nmost senior officer of GX, other than the Chairman of GX (the \"Chairman\"), and\nshall have those powers and duties normally associated with the position of CEO\nand such other powers and duties consistent with such position as may be\nprescribed by the Board of Directors of GX (the \"Board\"). Executive shall be\nappointed as a Director of GX effective as of the date of Executive's\nappointment as CEO of GX. During the Term, Executive shall report directly to\nthe Chairman and the Board in carrying out his responsibilities under this\nAgreement. Executive's principal business locations shall be at GX's executive\noffices in Los Angeles, California, and at GX's principal executive offices to\nbe established at a mutually agreed-upon location in New York\/New Jersey as to\nwhich Executive's consent shall not be unreasonably withheld.\n\n          (b)  In addition to his positions at GX, consistent with the\nemployment agreement between Executive and AX, dated February 12, 2000, as\namended (the \"AX Employment Agreement\"), Executive shall continue to hold the\ntitles of CEO of AX and Director of AX; provided that, at such time, if any, as\nAX becomes more than 80% owned or controlled by, or an integrated division of,\nGX (the consummation of such event being referred to herein as the \"Transition\nDate\"), the Board of Directors of AX may, in its discretion, terminate the AX\nEmployment Agreement (such termination being referred to herein as a \"Transition\nTermination\"). Upon any termination of Executive's employment with AX, he shall\nrecommend to the AX Board his successor as Chief Executive Officer of AX. Except\nas expressly provided herein or amended hereby, until the occurrence of a\nTransition Termination, the AX Employment Agreement, and the executive\ncompensation and other compensation and benefit arrangements established\npursuant thereto, including, without limitation, the AX Change in Control\nAgreement, as hereinafter defined, shall continue in full force and effect, and\nshall be independent obligations of AX, and Executive shall continue to report\nto the Chairman of AX and the Board of Directors of AX (the \"AX Board\") in\ncarrying out his responsibilities under the AX Employment Agreement. The term of\nthe AX Employment Agreement shall be deemed extended by this Agreement so that\nit continues in accordance with its terms until the earlier of a Transition\nTermination or, unless otherwise provided herein, the termination of this\nAgreement in accordance with its terms. Following any such\n\n                                       1\n\n\n\ntermination, AX shall have no further obligations under the AX Employment\nAgreement, other than with respect to AX liabilities or obligations arising\n           ----------\nthereunder, or under related AX agreements, (i) for indemnification as a result\nof acts occurring during, (ii) for payments of compensation or benefits due for,\nor (iii) under grants or awards entered into during, the period ended on or\nprior to the Transition Date (collectively, \"Continuing Obligations\"); provided\nthat Continuing Obligations shall not include any AX liabilities or AX\nobligations that are assumed by another party, except to the extent otherwise\nspecifically provided hereunder or under any related agreement. Following the\nTransition Date, Executive shall not be deemed to have terminated his employment\nwith AX for purposes of any AX stock option agreement until such time as he has\nterminated his employment with GX. AX shall not in any event be relieved from\nliability for satisfaction of the Continuing Obligations until such time as they\nhave been discharged in full.\n\n          (c)  During the Term, all executive officers of GX other than the\nChairman and the Co-Chairman, and all executive officers of AX other than the\nChairman and the Co-Chairman, shall report to Executive.\n\n          (d)  Executive shall faithfully serve GX and AX to the utmost of his\nability and shall use his best efforts to promote the interests of GX and AX and\nshall devote all of his time and attention during the normal working hours of GX\nand AX (and, for no further remuneration, during such additional hours as shall\nbe necessary for the proper performance thereof) to the said duties, except\ninsofar as he has the consent of the GX Board (in the case of GX) or the AX\nBoard (in the case of AX) in writing to do otherwise. Time devoted by Executive\nin the reasonable exercise of his discretion to AX matters shall not be treated\nby GX as inconsistent with or in breach of Executive's obligations to GX under\nthis Agreement. Executive's obligation to devote full time services under the AX\nEmployment Agreement shall be deemed modified to the extent Executive performs\nthe services required of him under this Agreement. The foregoing shall not\npreclude Executive from engaging in appropriate civic, charitable or religious\nactivities or from devoting a reasonable amount of time to private investments\nor, subject to Board approval, from serving on the boards of directors of other\nentities, as long as none of such activities, investments and service materially\ninterfere or conflict with Executive's responsibilities to GX or compete,\ndirectly or indirectly, with GX or its affiliates. This Section 1(d) supersedes\nSection 1(b) of the AX Employment Agreement in its entirety.\n\n          (e)  Executive shall comply with such directives and manuals as GX may\nissue from time to time to its officers and executives.\n\n          2.    Term.\n                ----\n\n          Subject to the provisions of Section Error! Reference source not\nfound. below, the term of this Agreement (the \"Term\") shall be 3 years,\ncommencing on the Effective Date. Subject to Section Error! Reference source not\nfound. below, the Term and provisions of this Agreement shall automatically\nextend for an additional one-year period first on the date which is 6 months\nprior to the third anniversary (the \"Extension Date\"), and on each subsequent\nanniversary of the Extension\n\n                                       2\n\n\n\nDate thereafter, unless either party notifies the other in writing at least 6\nmonths prior to the applicable anniversary of the Extension Date that the Term\nshall not be so extended. Upon such notice of non-extension, Executive's\nemployment hereunder shall terminate on the close of business on the day\nimmediately preceding the applicable anniversary.\n\n          3.  Remuneration. Prior to a Transition Termination, Executive shall\n              ------------\ncontinue to receive compensation pursuant to, and in accordance with, the terms\nof the AX Employment Agreement, which are incorporated herein by reference.\nHowever, all cash compensation payable under Section Error! Reference source not\nfound.(a) and 3(c) hereof during or with respect to the period from the\nEffective Date until the date of a Transition Termination, to the extent\nproperly allocable to such period, shall be offset by cash compensation actually\npaid by AX pursuant to the AX Employment Agreement. Following the Effective\nDate, the AX Employment Agreement shall no longer confer on Executive any rights\nin respect of new grants or awards under AX executive compensation or other\nincentive compensation plans or arrangements (except to the extent contemplated\nin the immediately following two sentences), and Executive shall commence\nparticipation in the GX welfare and insurance benefit arrangements, and cease\nparticipation in the AX welfare and insurance benefit arrangements (other than\nindemnification and directors' and officers' liability arrangements, which shall\ncontinue in effect for as long as Executive serves as an officer or director of\nAX), on or as soon as practicable after the Effective Date, so that there is no\nduplication or loss of coverage. Cash compensation required to be paid under\nthis Agreement and the AX Employment Agreement, including, without limitation,\nsalary, bonus and amounts due in respect of forgiveness, gross up and tax\nwithholding obligations under the loan described in Section 3(g) below, may be\nallocated between AX and GX and paid as determined by the respective\nCompensation Committees of AX and GX after taking into consideration the time\ncommitment of Executive to each of the two companies and such other factors as\nsuch committees shall deem appropriate; provided, however, that any liabilities\nunder either employment agreement, or any under any related AX or GX\ncompensation plan or agreement, which are not paid and effectively discharged\nfor any reason when due, shall be continuing obligations of the applicable\nemployer obligor until its respective obligations, including gross up and tax\nwithholding obligations, have been discharged in full. The AX Compensation\nCommittee may in its sole discretion grant to Executive equity incentive\ncompensation awards in the future; provided that nothing herein shall prevent\neach of the AX Compensation Committee and the GX Compensation Committee from\ntaking into account awards granted by the other prior to the granting of any\nsuch award.\n\n          (a)  Base Salary. GX agrees to pay and Executive agrees to accept as\n               -----------\ncompensation for the services rendered by Executive during his employment\nhereunder an annualized salary of $1,100,000 (\"Base Salary\") less withholding\ntaxes and other amounts required by applicable laws, to be paid in semi-monthly\ninstallments.\n\n          (b)  Signing Bonus. On the date on which this Agreement is executed,\n               -------------\nGX shall pay Executive a signing bonus (the \"Signing Bonus\"), by wire transfer\nin readily available US federal funds, in the net after-tax amount of\n$3,500,000.\n\n                                       3\n\n\n\n\n          (c)  Annual Bonus. Executive's annual bonus for 2001 shall be\n               ------------\ndetermined under the AX annual incentive plan in accordance with the performance\ncriteria and bonus opportunity previously established for and communicated to\nExecutive. Executive shall be eligible to receive an annual bonus (\"Annual\nBonus\") in accordance with GX's annual incentive plan beginning with the bonus\npayable in respect of the fiscal year of GX commencing January 1, 2002. The\namount of the Annual Bonus shall be determined based upon the achievement of\nestablished performance goals which, to the extent related to corporate goals,\nshall be the same for Executive as other members of GX's senior executive team,\nand to the extent related to individual goals, shall be as determined by the\nCompensation Committee of the Board (the \"Compensation Committee\"). Upon\nachievement of performance goals at target level, Executive shall receive an\nAnnual Bonus equal to 125% of Base Salary, with scaling of Annual Bonus in\naccordance with plan parameters based on performance above or below target\nperformance.\n\n          (d)  GX Stock Options. On the date hereof, Executive shall be granted\n               ----------------\noptions to purchase 5,000,000 shares of GX common stock (the \"GX Stock Options\")\nat an exercise price per share equal to the average of the closing prices of GX\ncommon stock on the New York Stock Exchange (\"NYSE\") during the ten consecutive\nNYSE trading days commencing with September 27, 2001. GX represents that all\nnecessary approvals for such grant have been obtained prior to the execution of\nthis Agreement. The GX Stock Options shall vest and become exercisable as\nfollows: one-third (1\/3) immediately on the date of grant, one-third (1\/3) on\nthe first anniversary of the Effective Date, and the final one-third (1\/3) on\nthe second anniversary of the Effective Date. The GX Stock Options shall be\nsubject to additional terms and conditions, not inconsistent with this\nAgreement, as may be determined by the Compensation Committee; provided,\nhowever, that Executive's prior approval shall be required for any terms and\nconditions which are less favorable to Executive than the terms and conditions\nof GX's 1998 Stock Incentive Plan (the \"Incentive Plan\") and standard form\nNon-Qualified Stock Option Agreement, copies of which have been heretofore filed\nwith the Securities and Exchange Commission and are incorporated herein by\nreference. Following the initial grant, Executive shall be eligible to receive\nfuture annual grants on a basis consistent with customary practice for other\nsenior executives of GX.\n\n          (e)  AX Stock Options. AX, GX and Executive agree, and in approving\n               ----------------\nthis Agreement, the Compensation Committee of the AX Board and the Compensation\nCommittee agree, that notwithstanding any authority granted to either such\ncommittee under any AX or GX stock option plan currently in effect or\nhereinafter established, or under any of Executive's AX stock option agreements,\nall such options held by Executive on the Effective Date to purchase shares of\nAX common stock (the \"AX Stock Options\") will be converted, as of the Transition\nDate, to options to acquire shares of GX common stock on a value equivalent\nbasis and in a manner consistent with customary option conversion practices.\nFollowing such conversion, except as otherwise specifically provided herein,\nconverted AX Stock Options shall continue to vest at the same times, and shall\notherwise be subject to the same terms and conditions as applied to the AX Stock\nOptions immediately prior to such conversion.\n\n                                       4\n\n\n\n          (f)  Change in Control of GX. Executive is currently a party to a\n               -----------------------\nChange in Control Agreement with AX (the \"AX Change in Control Agreement\").\nContemporaneously with the execution of this Agreement, Executive and GX shall\nenter into a Change in Control Agreement (the \"GX Change in Control Agreement\").\nNotwithstanding anything herein or in the AX or GX Change in Control Agreements\nto the contrary, (i) in the event of a substantially simultaneous \"Change in\nControl\" under both agreements, Executive shall in no event be entitled to\nduplication of benefits provided under such agreements, and (ii) Executive shall\nnot be entitled to Change in Control benefits solely because of the consummation\nof a transaction between GX and AX unless it involves an independent event that\nis otherwise treated as a Change in Control under the applicable Change in\nControl Agreement.\n\n          (g)  AX Loan.\n               -------\n\n               (i)  Pursuant to Section 3(e) of the AX Employment Agreement,\nExecutive and AX are parties to a promissory note in the amount of $15,000,000\n(the \"Promissory Note\"). In accordance with the Second Amendment to the AX\nEmployment Agreement, AX has agreed to provide Executive with a gross-up payment\nin an amount necessary to cover all taxes on imputed interest income arising out\nof the Promissory Note. In addition, pursuant to Section 2 of the Promissory\nNote, AX has forgiven $5,000,000 in principal on February 1, 2001.\n\n               (ii) As of the Effective Date, Section 2 of the Promissory Note\nis hereby amended to modify the schedule of forgiveness of the remaining\n$10,000,000 of principal such that $5,000,000 of principal shall be forgiven on\nOctober 1, 2002 and $5,000,000 of principal shall be forgiven on February 1,\n2003, provided Executive is employed by either AX or GX on the applicable date.\nIn addition, at such times as are provided in the following sentence, GX shall\npay Executive an additional amount (a \"Tax Indemnity Payment\") sufficient to\ncover all applicable foreign, federal, state and local taxes, including, without\nlimitation, all income and employment taxes, on the amounts forgiven under the\nPromissory Note and an additional amount sufficient to cover all such taxes\narising from the applicable Tax Indemnity Payment. The Tax Indemnity Payment\nattributable to the February 1, 2001 principal amount forgiven shall be made by\nGX on January 1, 2002, and the Tax Indemnity Payments attributable to the other\nprincipal amounts on shall be made by GX on the applicable forgiveness date.\nExecutive hereby consents to any assignment of the Promissory Note in whole or\nin part to GX or any subsidiary thereof, but any such assignment shall be\neffective only if the assignee has hereby assumed (in the case of GX), or\ncontemporaneously assumes, in writing, in form satisfactory to Executive, (in\nthe case of any subsidiary of GX), the obligations to Executive set forth under\nthis Section 3(g)(ii). Notwithstanding the preceding sentence, if the assigned\nobligations under this Section 3(g)(ii) are not completely and fully discharged,\nwhen due, or if the obligations are performed but are thereafter set aside for\nany reason, any such assignment shall be reversed and the original obligations\nto Executive of the preceding assignor(s) under this Section 3(g)(ii) shall be\nreinstated, as of the date the applicable obligations were originally created.\n\n                                       5\n\n\n\n          (h)  Withholding. All payments required under this Agreement shall be\nmade net of withholding for taxes and other amounts required by applicable laws,\nwhich shall be paid by the withholding agent to the applicable tax authorities\nwithin the time prescribed by law.\n\n          4.  Perquisites and Benefits.\n              ------------------------\n\n          (a) General. Executive shall be eligible to participate in all GX\n              -------\nbenefits and Executive shall be treated in the same manner as, and shall be\nentitled to benefits and other perquisites no less favorable than those provided\nto, the most senior officers of GX.\n\n          (b) Relocation. Prior to any relocation of Executive to New York\/ New\n              ----------\nJersey, GX shall lease an apartment in New York\/New Jersey for Executive's use.\nIn the event of Executive's relocation to New York\/New Jersey, Executive shall\nreceive relocation benefits as provided in GX's relocation policy, a copy of\nwhich is annexed hereto as Attachment \"A\" hereto and incorporated by reference.\n\n          5.  Vacation.\n              --------\n\n          (a)  Executive shall be entitled to four weeks of paid vacation per\nyear. Executive shall not accrue more than four weeks paid vacation.\n\n          (b)  On termination of Executive's employment for whatever reason,\nExecutive shall be entitled to accrued vacation pay through the date of\ntermination.\n\n          6.  Expense Reimbursements.\n              ----------------------\n\n          Executive shall be reimbursed for reasonable business expenses\nincurred by Executive on behalf of GX, including, but not limited to, travel and\nentertainment expenses, in accordance with GX policies. Business travel shall be\nby first class air.\n\n          7. Termination\/Resignation.\n             -----------------------\n\n          Subject to the provisions below, Executive may be terminated by GX at\nany time, with or without cause. Executive may resign at any time for any\nreason.\n\n          (a)  Death or Disability. In the event Executive's employment is\n               -------------------\nterminated by GX due to death of Executive or due to a disability which renders\nExecutive unable to fulfill his duties on a full-time basis for more than 180\nconsecutive days (a \"Disability\"), then Executive or his estate shall receive\n(i) Base Salary through the date of termination, (ii) any unpaid Annual Bonus\nrelating to the year immediately prior to the year in which the Termination Date\noccurs, and a pro rata Annual Bonus (calculated by assuming that target level\nperformance was attained) for the year of such termination, (iii) accrued but\nunused vacation, and (iv) reimbursement for unreimbursed business expenses\nincurred pursuant to Section Error! Reference source not found. hereof\n(collectively, \"Accrued Obligations\"). In addition, (A) all unvested options to\nacquire shares of GX held by Executive on the date of such termination shall\nbecome immediately vested, and\n\n                                       6\n\n\n\nExecutive or his successors, or Executive's estate, as applicable, shall\nhave the right to exercise such options for 12 months from Executive's date of\ntermination, or if shorter, for the balance of the unexpired term (\"Full Option\nVesting and Extended Exercise Rights\"), (B) all remaining outstanding principal\nand accrued interest on the Promissory Note shall be forgiven effective as of\nthe date of such termination (\"Loan Forgiveness\"), and (C) at the same time, GX\nshall pay Executive an additional amount sufficient to cover all foreign,\nfederal, state and local taxes, including, without limitation, all income and\nemployment taxes, on the amounts forgiven hereunder and an additional amount\nsufficient to cover all such taxes arising from the payments made pursuant to\nclause (B) and this clause (C) (the \"Gross-Up Payment\").\n\n         (b)   Termination For Cause.  Actions or omissions which will entitle\n               ---------------------\nGX to terminate Executive for cause (\"Termination for Cause\") shall be:\n\n               (i)   conviction of a felony; or conviction of a crime of moral\n                     turpitude which causes serious economic injury or serious\n                     injury to GX's reputation; or\n\n               (ii)  material breach of the Proprietary Information Agreement as\n                     described in Section Error! Reference source not found.\n                     hereof; or\n\n               (iii) fraud or embezzlement; intentional misconduct or gross\n                     negligence which has caused serious and demonstrable injury\n                     to GX or its affiliates; or breach of Paragraph Error!\n                     Reference source not found. or Error! Reference source not\n                     found. of this Agreement; or\n\n               (iv)  egregious performance or failure to perform Executive's\n                     duties as CEO of GX; provided that a failure to achieve\n                     performance objectives shall not by itself constitute\n                     grounds for Termination for Cause.\n\n         Upon notice by GX to Executive that it is terminating Executive\npursuant to a Termination for Cause, the \"Termination Date\" shall be the date on\nwhich such notice is mailed or hand-delivered, or as otherwise specified in the\nnotice of termination, to Executive. Upon Termination for Cause, Executive shall\nbe entitled to the Accrued Obligations (except that there shall be no pro rata\npayment of Annual Bonus for the year of termination) and, except as provided\nunder the terms of the GX benefit plans, shall not be entitled to receive any\nfurther compensation or payments hereunder. All AX and GX Stock Options held by\nExecutive shall be subject to the provisions of Executive's stock option\nagreements and applicable stock option plans.\n\n         (c)   Termination Other Than For Cause. Executive may be terminated by\n               --------------------------------\nGX at any time and for any (or no) reason, upon the giving of notice by GX to\nExecutive of termination other than a Termination for Cause (other than by\nreason of Executive's death or Disability). In such event, GX may, in the notice\nof termination, discharge Executive immediately or as of such future date, not\nto exceed one month, as GX may determine to be appropriate. In the event that\nExecutive is terminated pursuant to this subsection, Executive shall receive (i)\nthe Accrued Obligations; (ii) a lump-sum\n\n                                       7\n\n\n\npayment of 2 times the sum of Base Salary plus Annual Bonus (calculated by\nassuming that target level performance was attained); (iii) for a period of one\nyear following the date of such termination (or until such earlier date as\nequivalent benefits are provided from other employment), continuation of\nbenefits provided in accordance with Section Error! Reference source not found.\nhereof; (iv) Full Option Vesting and Extended Exercise Rights; (v) Loan\nForgiveness; and (vi) the Gross-Up Payment. If GX terminates Executive under\nthis Section 7(c) but Executive's employment as CEO of AX is not terminated on\nor prior to the date thirty days after the date of such termination by GX, then\n(1) AX shall have no obligation in respect of the payments required to be made\nto Executive under this Section 7(c) and (2) the AX Employment Agreement shall\nthereafter continue in effect in accordance with its terms without giving\nfurther effect to any amendments to such agreement contained herein. If\nExecutive's employment with AX is terminated within thirty days of the date of\nExecutive's termination by GX, Executive shall retain all claims against AX\nunder Section 8(a), 8(b), 8(c) or 8(d), as applicable, of the AX Employment\nAgreement; provided that any cash payments finally and irrevocably made by\neither GX or AX under this Section 7(c) shall relieve AX of a corresponding\namount of cash payment obligations under such applicable section of the AX\nEmployment Agreement.\n\n                (d)  Resignation for Good Reason. The occurrence of any of the\n                     ---------------------------\nfollowing events during the Term without his express written consent shall\nentitle Executive to resign for Good Reason (\"Good Reason Event\") during the\nTerm: (i) any material diminution in the nature or scope of Executive's\nauthority, powers, functions, duties, positions or responsibilities from those\nprovided under this Agreement, or the assignment of duties, responsibilities or\nreporting relationships that are inconsistent with his then positions or\nresponsibilities under this Agreement (other than with respect to AX on or after\na Transition Termination); (ii) without Executive's consent, relocation by more\nthan 50 miles of Executive's office, or of GX's principal executive offices,\nfrom the principal executive office location established pursuant to Section\nError! Reference source not found.(a) hereof; (iii) any material uncured breach\nby GX of this Agreement (including any failure to provide compensation when and\nas required hereunder, unless cured within 10 business days of such failure);\n(iv) failure of any successor of AX or GX to assume in writing all obligations\nimposed on the applicable assignor hereunder on or prior to the date of such\nsuccession, unless such assumption occurs by operation of law; (v) failure to\nappoint or elect or reelect Executive as GX CEO and Director; or (vi) GX notice\nof nonrenewal of this Agreement. For 60 days following the occurrence of a Good\nReason Event, Executive shall have the right to deliver a notice of breach to GX\ndetailing the specific Good Reason Event that has occurred. In the event that GX\ndoes not cure the breach, if susceptible of cure, within 60 days after receipt\nof notice, then Executive shall have 30 days to deliver notice of resignation.\nUpon such resignation, Executive shall receive the same payments and benefits as\nprovided in Section Error! Reference source not found. hereof. If Executive\nresigns under this Section 7(d) as a result of the acts or omissions of GX and\nnot as a result of the acts or omissions of AX, then (1) AX shall have no\nobligation in respect of the payments required to be made to Executive under\nthis Section 7(d) and (2) the AX Employment Agreement shall thereafter continue\nin effect in accordance with its terms without giving further effect to any\namendments to such agreement contained herein. Notwithstanding the foregoing, if\nExecutive's employment with AX is terminated within thirty days of Executive's\nresignation from GX, Executive shall retain all claims against AX under\n\n                                       8\n\n\n\n\nSection 8(a), 8(b), 8(c) or 8(d), as applicable, of the AX Employment\nAgreement; provided that any cash payments finally and irrevocably made by\neither GX or AX under this Section 7(d) shall relieve AX of a corresponding\namount of cash payment obligations under such applicable section of the AX\nEmployment Agreement.\n\n              (e) Resignation from Board. Upon termination of Executive's\n                  ----------------------\nemployment with GX for any reason, Executive shall resign as of the date of such\ntermination from the Board and any affiliate board of directors (provided that\nExecutive shall not be required to resign from the AX Board unless his\nemployment with AX is terminated).\n\n              8.  Confidentiality and Proprietary Information.\n                  -------------------------------------------\n\n              Executive shall comply in all respects with the terms and\nconditions of the Proprietary Information Agreement annexed hereto as Attachment\n\"B\" hereto and incorporated by reference.\n\n              9.  Miscellaneous.\n                  -------------\n\n              (a) Notices. Any notice or other communications provided for in\n                  -------\nthis Agreement shall be in writing and deemed received upon receipt after\ndelivery by certified mail, return receipt requested, or by hand as follows: (i)\nin the case of GX, to the Board of Directors of GX, Attention: Chairman, at GX's\noffices at 360 North Crescent Drive, Beverly Hills, CA 90210, or at such other\naddress as shall be communicated in the manner provided herein and (ii) in the\ncase of Executive, to Executive at GX's offices at Seven Giralda Farms, Madison,\nNJ 07940, Attention: Chief Executive Officer, with a simultaneous copy to\nStephen Lindo, Esq. at Willkie Farr &amp; Gallagher, 787 Seventh Avenue, New York,\nNew York 10019-6099, or to such other address as shall be communicated in the\nmanner provided herein. An email copy shall also be provided to Executive at his\nregular corporate email address.\n\n              (b) Modification\/Waiver. No waiver or modification in whole or in\n                  -------------------\npart of this Agreement, or any term or condition hereof, shall be effective\nagainst any party unless in writing and duly signed by the parties hereto. Any\nwaiver or any breach of any provision hereof, or of any right or power by any\nparty on one or more occasions shall not be construed as a waiver of, or a bar\nto, the exercise of such right or power on any other occasion or as a waiver of\nany subsequent breach.\n\n              (c) Severability. Each provision of this Agreement shall be\n                  ------------\ninterpreted so as to be effective and valid under applicable law, but if any\nprovision of this Agreement shall be held to be prohibited by or invalid under\napplicable law, such provision shall be ineffective only to the extent of such\nprohibition or invalidity, without invalidating the remainder of such provision\nof the remaining provisions of this Agreement.\n\n              (d) Binding  Effect: Successors.  This Agreement shall inure to\n                  ---------------------------\nthe benefit of and shall be binding upon GX and AX and their  respective\nsuccessors, assigns and legal representatives and Executive, his heirs and legal\nrepresentatives.  Executive\n\n                                       9\n\n\n\nmay not assign, transfer, or otherwise dispose of this Agreement, or any of\nhis other rights or obligations hereunder (other than his rights to payments\nhereunder, which may be transferred only by will or by the laws of descent and\ndistribution), without the prior written consent of GX and AX, and any such\nattempted assignment, transfer or other disposition without such consent shall\nbe null and void. GX and AX shall each be entitled to assign its respective\nobligations under this Agreement, without the prior written consent of\nExecutive, (i) in connection with an arm's-length merger or consolidation of\nsuch party with another unaffiliated corporation or (ii) in connection with an\narm's-length sale of all or substantially all of its assets or business\noperations to another person or entity, provided that such assignee expressly\nassumes all of the rights and obligations of such party hereunder. After any\nsuch assignment, this Agreement shall continue in full force and effect.\n\n          (e) Entire Agreement. This Agreement, the AX Employment Agreement, as\n              ----------------\namended in the manner provided herein, and the other agreements referenced\nherein, set forth the entire agreement between the parties hereto with respect\nto the subject matter hereof, and supersede all other agreements and\nunderstandings, written or oral, between the parties hereto with respect to the\nsubject matter hereof.\n\n          (f) Controlling  Law. This Agreement shall be governed by, and\n              ----------------\nconstrued and enforced in accordance  with, the laws of the State of New York,\nwithout regard to conflict of laws.\n\n          (g) Authority. GX and AX represent that each has obtained all\n              ---------\napprovals, including Board and Compensation Committee approvals, required to\nenter into and perform its respective obligations under this Agreement and the\nAX Employment Agreement, as amended as provided herein and that no other\nagreements would prevent or conflict with GX or AX entering into this Agreement\nand amending the AX Employment Agreement as provided herein. Executive accepts\nand agrees to the provisions of this Agreement and the amendments of the AX\nEmployment Agreement set forth herein, agrees that none of the provisions of\nthis Agreement or obligations imposed upon him hereunder will be treated by him\nas a violation thereof, and represents that no other agreements to which he is a\nparty would prevent or conflict with his entering into this Agreement and\namending the AX Employment Agreement as provided herein.\n\n          (h) Non-Solicitation. After the termination or resignation of\n              ----------------\nExecutive, Executive shall not, either directly or indirectly, expressly or\nimpliedly, at any time during a period of two years following such termination\nor resignation, solicit or encourage in any manner whatsoever (i) the employment\nor engagement of, either for his own account or for any other person or entity,\nany person who is employed by GX or its affiliates, or (ii) the business of\ncustomers or clients of GX or its affiliates to a business competitive with GX\nor its affiliates.\n\n          (i) Binding  Arbitration.  Any controversy arising out of or relating\n              --------------------\nto this Agreement or the breach hereof shall be settled by binding arbitration\nin accordance with the Employment Dispute Resolution Rules of the American\nArbitration\n\n                                       10\n\n\n\nAssociation (with the exception that there will be a panel of three arbitrators\nrather than a single arbitrator) and judgment upon the award rendered may be\nentered in any court having jurisdiction thereof. Specific performance,\ninjunctive relief and other remedies at law and equity shall be permitted to\nenforce the provisions hereof regarding confidentiality, non-solicitation, the\nconversion of AX Stock Options, the grant of GX Stock Options and \"Change in\nControl.\" The costs of any such arbitration proceedings shall be borne equally\nby GX and Executive. No party shall be entitled to recover attorney's fees or\ncosts expended in the course of such arbitration or enforcement of the award\nrendered thereunder. The location for the arbitration shall be New York City,\nNew York.\n\n          (j) Indemnification. GX shall indemnify Executive to the fullest\n              ---------------\nextent permitted by law (including a payment of expenses in advance of final\ndisposition of a proceeding) as in effect at the time of the subject act or\nomission, or by the terms of any indemnification agreement between GX and\nExecutive, whichever affords the greatest protection to the Executive, and\nExecutive shall be a named insured under and shall be entitled to the protection\nof all insurance policies GX may maintains generally for the benefit of its\nsenior executive officers and directors (and to the extent GX maintains such an\ninsurance policy or policies, in accordance with its or their terms to the\nmaximum extent of the coverage available for any company officer), against all\ncosts, charges, expenses or liabilities whatsoever incurred or sustained by\nExecutive (including but not limited to any judgment entered by a court of law)\nat the time such costs, charges, expenses or liabilities are incurred or\nsustained, in connection with any action, suit or proceeding to which Executive\nmay be made a party by reason of his being or having been an officer or employee\nof GX or AX, or serving as a director, officer or employee of an affiliate of\nGX, at the request of GX. Executive's rights under this Section Error! Reference\nsource not found. shall continue without time limit for so long as he may be\nsubject to any such liability, whether or not the Term may have ended.\n\n          (k) Legal Fees. GX shall reimburse Executive for reasonable legal fees\n              ----------\nand costs incurred in the negotiation and preparation of this Agreement, up to a\n maximum of $15,000.\n\n          (l) Counterparts.  This Agreement may be executed in counterparts.\n              ------------\nExecution by facsimile shall be binding on the parties.\n\n          (m) Mitigation and Offset. Executive shall not be required to mitigate\n              ---------------------\namounts payable under this Agreement by seeking other employment or otherwise,\nand there shall be no offset against amounts due Executive under this Agreement\non account of subsequent employment.\n\n                                       11\n\n\n\n                  IN WITNESS WHEREOF, GX, AX and Executive have executed this\nAgreement as of the day and year first above written.\n\n\nGlobal Crossing Ltd.\na Bermuda corporation\n\n\nBy: \/s\/ Gary Winnick                          By: \/s\/ Lodwrick M. Cook\n    -----------------------------                 --------------------------\nName: Gary Winnick                            Name: Lodwrick M. Cook\nTitle: Chairman                               Title: Co-Chairman\n\n\n\nAsia Global Crossing Ltd.\na Bermuda corporation\n\n\nBy: \/s\/ Gary Winnick                          By: \/s\/ Lodwrick M. Cook\n    -----------------------------                 --------------------------\nName: Gary Winnick                            Name: Lodwrick M. Cook\nTitle: Chairman                               Title: Co-Chairman\n\n\n\nAGREED AND ACCEPTED:\n\n\n\/s\/ John J. Legere\n---------------------------------\nJohn J. Legere\n\n                                       12\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9544],"class_list":["post-39201","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39201","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39201"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39201"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39201"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39201"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}