{"id":39203,"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-globalcenter-inc-and-leo-j-hindery-jr2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-globalcenter-inc-and-leo-j-hindery-jr2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-globalcenter-inc-and-leo-j-hindery-jr2.html","title":{"rendered":"Employment Agreement &#8211; GlobalCenter Inc. and Leo J. Hindery Jr."},"content":{"rendered":"<pre>\n                             EMPLOYMENT AGREEMENT\n                             --------------------\n\n          THIS AGREEMENT, is made as of the fifth day of December, 1999 (this\n\"Agreement\"), between GlobalCenter Inc., a Delaware corporation (\"GC\"), and Leo\nJ. Hindery, Jr. (\"Executive\").\n\n          For good and valuable consideration, the receipt and sufficiency of\nwhich is hereby acknowledged, GC and Executive hereby agree as follows:\n\n          1.   Employment.\n               ---------- \n\n          Subject to the terms and conditions hereinafter contained, GC hereby\nemploys Executive and Executive accepts the employment by GC.\n\n          (a)  Executive shall perform such duties and exercise such powers in\nrelation to the business of the GC as may from time to time be assigned to or\nvested in him by the Board of Directors of GC and shall at all times and in all\nrespects comply with the reasonable directions and regulations made by the Board\nof Directors of GC. Without limiting the foregoing, Executive shall hold the\ntitle of Chairman and CEO of GC and shall be immediately elected as a member of\nthe GC Board.\n\n          (b)  Executive shall faithfully serve GC to the utmost of his ability\nand shall use his best efforts to promote the interests thereof and shall devote\nall of his time and attention during the normal working hours of GC (and, for no\nfurther remuneration, during such additional hours as shall be necessary for the\nproper performance thereof) to the said duties, except insofar as he has the\nconsent of the GC Board of Directors in writing to do otherwise. The foregoing\nshall not preclude Executive from engaging in appropriate civic, charitable or\nreligious activities or from devoting a reasonable amount of time to private\ninvestments or from serving on the boards of directors of other entities or\nengaging in Executive's car racing avocation, as long as such activities and\nservice do not materially interfere or conflict with Executive's\nresponsibilities to GC.\n\n          (c)  Executive shall comply with such directives and manuals as GC may\nissue from time to time to its officers and executives.\n\n          (d)  Executive's office shall be based in the San Francisco Bay Area.\n\n          2.   Board Membership\n               ----------------\n\n          Executive shall be recommended as a candidate for director of Global\nCrossing Ltd. The Global Crossing Ltd. Board of Directors currently has no open\npositions; however, an opening is anticipated on or before March 31, 2000.\n\n          During the Term (as defined in Paragraph 3), Executive shall have the\nright to nominate one less than a majority (including Executive) of the\ndirectors of the \n\n                                      -1-\n\n \nGC Board of Directors. Election of such nominees to the GC Board of Directors\nshall not be unreasonably denied. GC shall have eleven Board members.\n\n          3.   Term.\n               ---- \n\n     Subject to the provisions of Paragraph 9 below, the term of this Agreement\n(the \"Term\") shall be 3 years, commencing on December 5, 1999 (the \"Commencement\nDate\"). The Term and provisions of this Agreement shall automatically extend for\nadditional one-year periods if Executive remains employed on and after the third\nanniversary of the Commencement Date, unless either party notifies the other in\nwriting at least 30 days prior to the applicable anniversary date that it, or\nhe, does not want the term to so extend.\n\n          4.   Remuneration.\n               ------------ \n\n          (a)  Base Salary.  GC 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 $500,000, less withholding taxes and other\namounts required by applicable laws, to be paid in semi-monthly installments.\n\n          (b)  Guaranteed Minimum Bonus. Executive shall receive a guaranteed \n               ------------------------\nminimum bonus (the \"Guaranteed Minimum Bonus\") of $500,000 per year during the\nTerm. The GC Board of Directors in its sole discretion may award an annual bonus\ngreater than the Guaranteed Minimum Bonus.\n\n          (c)  Global Crossing Ltd. Stock Options.  Pursuant to the 1998 Global\n               ----------------------------------                              \nCrossing Ltd., Stock Incentive Plan (the \"Plan\"), Executive shall receive\noptions to purchase 500,000 shares of common stock of Global Crossing Ltd. (the\n\"Global Crossing Ltd. Stock Options\"). The strike price shall equal $45 per\nshare. The Global Crossing Ltd. Stock Options shall vest as follows: 34% on the\nCommencement Date and 22% on the first, second and third anniversary of the\nCommencement Date. The stock options shall be subject to the additional terms\nand conditions as set forth in the Plan and a non-qualified stock option\nagreement.\n\n          (d)  GC Stock Options.  Executive shall receive options to purchase a\n               ----------------                                                \nnumber of shares of GC common stock (the \"GC Stock Options\") equal to 5.5% of\nthe currently outstanding common stock of GC at an aggregate strike price of\n$100,000,000. The options shall vest 34% on the Commencement Date and 22% on the\nfirst, second and third anniversary of the Commencement Date. The GC Stock\nOptions shall be subject to additional terms and conditions as may be determined\nby the GC Board of Directors; provided, however, that any terms and conditions\nwhich materially deviate from the terms and conditions of the Global Crossing\nLtd. Stock Options are subject to Executive's prior approval. In the event that\nGlobal Crossing Ltd. issues a Tracking Stock (as defined below), the GC Stock\nOptions shall be equitably converted into options for the Tracking Stock or\notherwise dealt with in a manner that minimizes adverse accounting treatment\nwithout adverse effect upon Executive.\n\n                                      -2-\n\n \n          (e)  Recommended Stock Options.  In addition to the GC Stock Options,\n               -------------------------                                       \nExecutive shall have the right to recommend that the GC Compensation Committee,\nwhose members shall be nominated by the Chairman of the GC Board of Directors,\ngrant options to purchase GC common stock (the \"Recommended Stock Options\") to\none or more GC employees Executive hires or desires to retain. The GC Board of\nDirectors shall not unreasonably withhold approval of the Recommended Stock\nOptions. In the event that Global Crossing Ltd. issues a Tracking Stock (as\ndefined below), the Recommended Stock Options shall be equitably converted into\noptions for the Tracking Stock or otherwise dealt with in a manner that\nminimizes adverse accounting treatment without adverse effect upon the optionee.\n\n          (f)  Global Crossing Tracking Stock.  Global Crossing, Ltd.\n               ------------------------------                        \nanticipates establishing a tracking stock (the \"Tracking Stock\") for its\nexisting digital distribution, Internet and data services business, currently\nowned and operated by GC (the \"Tracked Business\"). Subject to market conditions,\nit is anticipated that between 10% and 20% of the equity value of the Tracked\nBusiness will be issued in an initial public offering in the first half of 2000.\nIssuance of Tracking Stock is subject to approval of the holders of Global\nCrossing Ltd. common stock pursuant to Bermuda law.\n \n          5.   Insurance and 401(k) Savings Plan.\n               --------------------------------- \n\n          (a)  Executive shall be entitled to participate, subject to any rules\nand conditions and applicable laws and regulations, in any medical, dental, life\ninsurance and\/or disability insurance plan established and operated by GC, for\nthe benefit of executives of GC and their dependents. Any such plan may be\nchanged from time to time in the sole discretion of GC.\n\n          (b)  GC shall cover Executive at GC's expense for workers'\ncompensation and disability insurance as required by law.\n\n          (c)  Subject to the terms and conditions of the GC 401(k) Plan and\napplicable law, Executive shall be entitled to participate in any 401(k) savings\nplan adopted by GC.\n\n          6.   Vacation.\n               -------- \n\n          (a)  Executive shall be entitled to four weeks of paid vacation per\nyear, to be taken in such period and at such time as requirements of GC's\nbusiness permit. 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                                      -3-\n\n \n          7.   Expense Reimbursements.\n               ---------------------- \n\n          Executive shall be reimbursed for business expenses incurred by\nExecutive on behalf of GC, including but not limited to, travel and\nentertainment expenses.\n\n          8.   Business Travel.\n               --------------- \n\n          Limousine service shall be available for all business travel.\n\n          9.   Termination\/Resignation.\n               ----------------------- \n\n          Subject to the provisions below, Executive may be terminated by GC at\nany time for cause by a vote of the majority of the GC Board of Directors, or at\nany time without cause by a vote of the majority plus one of the GC Board of\nDirectors. Executive may resign from employment at any time.\n\n          (a)  Termination For Cause.  Actions or omissions which will entitle\n               ---------------------                                          \nGC to terminate Executive for cause shall be limited to the following:\n\n               (i)   conviction of a felony; or\n\n               (ii)  material breach of the Proprietary Information Agreement\n                     attached hereto as Exhibit \"A\" and incorporated herein by\n                                        ----------\n                     reference; or\n\n               (iii) Executive is unable to perform his duties under this\n                     Agreement by reason of a final, non-appealable\n                     determination by a court or arbitration board.\n\nFor a period within 60 days after the occurrence of a termination for cause\nevent (\"Termination For Cause Event\") pursuant to subparagraph 9(a), the GC\nBoard shall deliver a written notice to Executive detailing the specific\nTermination For Cause Event. If the GC Board reasonably determines that the\nTermination For Cause Event is not curable, then the Board shall have the right\nto deliver immediate notice of termination. If the GC Board reasonably\ndetermines that the Termination For Cause Event is curable, then it shall\nprovide Executive with a period of 60 days to cure. In the event that Executive\ndoes not cure the Termination For Cause Event within 60 days after receipt of\nsuch notice, then the GC Board shall have 10 days to deliver notice of\ntermination to the Executive.\n\nUpon notice by GC to Executive that it is terminating Executive for cause, the\nTermination Date shall be the date on which such notice is received by Executive\npursuant to Paragraph 11(a), or any later date specified in the notice of\ntermination to Executive. If such termination is pursuant to subparagraph \n9(a)(i) or 9(a)(iii), then\n\n                                      -4-\n\n \nExecutive shall not be entitled to receive any further compensation or payments\nhereunder (except such Base Salary and Guaranteed Minimum Bonus relating to\nExecutive's services prior to the Termination Date). If such termination is\npursuant to subparagraph 9(a)(ii), then Executive shall be entitled to any\nremaining compensation and payments hereunder (including the continued vesting\nof the Global Crossing Ltd. Stock Options and the GC Stock Options) except to\nthe extent of any damages to GC caused by such breach as determined by a final\nsettlement of the parties or a final judgment or determination in any judicial\nor administrative proceeding that is no longer appealable. Nothing contained in\nthis Paragraph shall limit the remedies available to GC at law or as otherwise\nprovided in the Proprietary Information Agreement.\n\n          (b)  Termination Due to Death or Disability.  During the Term, in the\n               --------------------------------------                          \nevent that Executive's employment is terminated due to death of Executive or in\nthe event that GC terminates Executive's employment due to illness or disability\nwhich has rendered him unable to perform on a full-time basis the duties of his\nemployment for a period of more than four months during any twelve-month period,\nthen all of Executive's Global Crossing Ltd. Stock Options and GC Stock Options\nshall immediately become vested and exercisable. Executive shall not be entitled\nto receive any further compensation or payments hereunder (except such Base\nSalary and Guaranteed Minimum Bonus relating to Executive's services prior to\nthe Termination Date).\n\n          (c)  Termination Other Than For Cause.  Executive may be terminated by\n               --------------------------------                                 \nGC at any time and for any (or no) reason, upon the giving of notice by GC to\nExecutive of termination for other than cause, death or disability. In such\nevent, GC may, in the notice of termination, discharge Executive immediately or\nas of such future date, not to exceed one month, as GC may determine to be\nappropriate. In the event that Executive is terminated pursuant to this\nsubsection, all Global Crossing Ltd. Stock Options and GC Stock Options shall\nbecome immediately vested and exercisable and Executive shall receive his Base\nSalary and Guaranteed Minimum Bonus, less such deductions as may be required by\nlaw, for the remainder of the Term.\n\n          (d)  Resignation.  Events which shall entitle Executive to resign for\n               -----------                                                     \ncause (\"For Cause Event\") shall include the following:\n \n               (i)            Executive is not elected or retained as Chairman,\n                     CEO and director of GC; or\n\n               (ii)           there is a significant change in the nature or\n                     scope of Executive's authority, powers, functions, duties\n                     or responsibilities; or\n\n               (iii)          there is a substantial and continued reduction in\n                     support service, staff, secretarial assistance or office\n                     space to a level at which Executive is unable to perform\n                     his duties; or\n\n                                      -5-\n\n \n               (iv)           GC or Global Crossing Ltd. shall fail to grant the\n                    stock options required under this Agreement or GC shall fail\n                    to make any payments due under this Agreement; or\n\n               (v)            A Change in Control (as defined in the Plan) shall\n                    occur; or \n\n               (vi)           Any material breach of this Agreement by GC.\n                    Failure on the part of GC or Global Crossing Ltd. to satisfy\n                    the requirements of Paragraph 2 hereof shall be deemed a\n                    material breach of this Agreement by GC.\n\nFor a period of 60 days after the occurrence of a For Cause Event, Executive\nshall have the right to deliver a notice of breach to GC detailing the specific\nFor Cause Event that has occurred. In the event that GC does not cure the breach\nwithin 60 days after receipt of notice, then Executive shall have 10 days to\ndeliver notice of resignation. Upon such resignation, all Global Crossing Ltd.\nStock Options and GC Stock Options shall become immediately vested and\nexercisable and Executive shall be entitled to receive his Base Salary and\nGuaranteed Minimum Bonus, less such deductions as may be required by law, for\nthe remainder of the Term.\n\n          10.  Confidentiality and Proprietary Information.\n               ------------------------------------------- \n \n          Executive shall comply in all respects with the terms and conditions\nof the Proprietary Information Agreement.\n\n          11.  Miscellaneous.\n               ------------- \n\n          (a)  Notices. Any notice or other communications provided for in this\n               -------                                                         \nAgreement shall be in writing and deemed received upon receipt after delivery by\ncertified mail, return receipt requested, or by hand as follows: in the case of\nGC, to the CEO of Global Crossing Ltd. at 360 North Crescent Drive, Beverly\nHills, California 90210 or such other address at which the office of the CEO of\nGlobal Crossing Ltd. may be located in the case of Executive, Suite 420, 235\nMontgomery Street, San Francisco, California 94104.\n\n          (b)  Waiver.  No waiver or modification in whole or in part of this\n               ------                                                        \nAgreement, or any term or condition hereof, shall be effective against any party\nunless in writing and duly signed by the party sought to be bound. Any waiver or\nany breach of any provision hereof, or of any right or power by any party on one\nor more occasions shall not be construed as a waiver of, or a bar to, the\nexercise of such right or power on any other occasion or as a waiver of any\nsubsequent breach.\n\n                                      -6-\n\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 the\n               --------------------------                                     \nbenefit of and shall be binding upon GC and its successors and assigns and\nExecutive and his heirs. Executive may not assign, transfer, or otherwise\ndispose of this Agreement, or any of his other rights hereunder, without prior\nwritten consent of GC, and any such attempted assignment, transfer or other\ndisposition without such consent shall be null and void. GC shall be entitled to\nassign this Agreement, without the prior written consent of Executive, in\nconnection with the merger or consolidation of GC with another corporation, or\nthe sale of all or substantially all of the assets and business of GC to another\ncorporation or entity. The surviving or acquiring entity, or the purchaser of\nall or substantially all of the assets and business of GC, shall assume all of\nthe obligations of GC hereunder and this Agreement shall continue in full force\nand effect.\n\n          (e)  Entire Agreement.  This Agreement sets forth the entire\n               ----------------                                       \nagreement between the parties hereto with respect to the subject matter hereof,\nand supersedes all other agreements and understandings, written or oral, between\nthe parties hereto with respect to the subject 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 California.\n\n          (g)  Executive Not Otherwise Bound.  Executive represents and\n               -----------------------------                           \nwarrants to GC that he is not bound by any agreement or understanding,\ncontractual, or otherwise (including but not limited to restrictions implied in\nlaw), that would disallow or conflict in any way with Executive fulfilling his\nobligations as expressed in this Agreement, or his entering into the employment\nrelationship contemplated in the Agreement.\n\n          (h)  Post-Termination Obligation.  After the termination or \n               ---------------------------                   \nresignation of Executive, Executive shall not, either directly or indirectly,\nexpressly or impliedly, at any time during a period of two years following such\ntermination or resignation, solicit in any manner whatsoever the employment or\nengagement of, either for his own account or for any other person or entity, any\nperson who is employed by GC or an affiliated company.\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 Association (with the exception that there will be a panel of three\narbitrators rather than a single arbitrator) and judgement upon the award\nrendered may be entered in any court having\n\n                                      -7-\n\n \njurisdiction thereof. The costs of any such arbitration proceedings shall be\nborne equally by GC and Executive. Neither party shall be entitled to recover\nattorney's fee or costs expended in the course of such arbitration or\nenforcement of the awarded rendered thereunder. The location for the arbitration\nshall be San Francisco, California.\n\n          (j)  Excise Tax. In the event that any amounts you receive or are\n               ----------                                                  \ndeemed to receive in connection with a Change in Control or a termination or\nresignation pursuant to subparagraph 9(b)(c) or (d) hereof (whether in respect\nof stock options, severance or otherwise) would give rise to any excise tax\nunder Section 4999 of the Internal Revenue Code, the Company shall make payment\nto Executive of such amounts as are necessary for Executive to be wholly\nprotected from the costs of any such excise tax (and any attendant income taxes,\npenalties and\/or interest charges).\n\n          (k)  Attorney Fees.  GC shall reimburse Executive for reasonable\n               -------------                                              \nattorney fees and costs, not to exceed $30,000, associated with the negotiation\nand preparation of this Agreement and any related agreements.\n\n          IN WITNESS WHEREOF, GC and Executive have executed this Agreement as\nof the day and year first above written.\n\nGLOBALCENTER INC.,\na Delaware corporation\n\nBy: \/s\/ Gary Winnick               DATE: December 5, 1999\n    --------------------------           -------------------------- \nName: Gary Winnick\n    --------------------------\nTitle: Chairman\n\nAGREED AND ACCEPTED:\n\n\/s\/ Leo J. Hindery, Jr.            DATE: December 5, 1999\n-------------------------                -------------------------- \nLeo J. Hindery, Jr.\n\n                                      -8-\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-39203","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\/39203","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=39203"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39203"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39203"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39203"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}