{"id":39514,"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-randy-maslow-and-concentric-network-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-randy-maslow-and-concentric-network-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-randy-maslow-and-concentric-network-corp.html","title":{"rendered":"Employment Agreement &#8211; Randy Maslow and Concentric Network Corp."},"content":{"rendered":"<pre>\n                                   AGREEMENT\n\n\n     This Agreement is made by and between Randy Maslow ('Maslow') and\nConcentric Network Corporation (the 'Company').\n\n     WHEREAS, Maslow is currently a member of the Company's Board of Directors\nand an employee of the Company;\n\n     WHEREAS, the Company is undertaking an initial public offering of its\nCommon Stock;\n\n     WHEREAS, the Company wishes Maslow to enter into a market standoff\nagreement with respect to all securities of the Company held by Maslow;\n\n     NOW THEREFORE, in consideration of the mutual promises made herein, the\nCompany and Maslow hereby agree as follows:\n\n     1.   Maslow hereby agrees to resign from his position as a member of the\nCompany's Board of Directors, effective no later than immediately prior to the\neffectiveness of the registration statement filed by the Company in connection\nwith the initial public offering of shares of the Company's Common Stock.\n\n     2.   Maslow will remain an employee of the Company, through October 31,\n1996 as an advisor to the Board of Directors.  Maslow's salary will be paid bi-\nmonthly, in accordance with the Company's usual practice and will be set at an\nannual rate of $96,000.  Other than salary as set forth herein,\ntelecommunication expenses not in excess of $300 per month and travel expenses\nincurred with the prior approval of the Company or GS Capital Partners, L.P.,\nthe Company shall have no obligation to pay any severance or other compensation\nto Maslow.\n\n     3.   Immediately prior to an initial public offering of the equity\nsecurities of the Company, Maslow will enter into a market standoff agreement\nsubstantially in the form attached hereto as Exhibit A (the 'Market Standoff\nAgreement') with respect to all securities of the Company owned as of the date\nof the Market Standoff Agreement or acquired thereafter.\n\n     4.   The Company agrees that it shall have filed a registration statement\non Form S-8 covering such number of shares of Common Stock of the Company\nunderlying options held by Maslow as are eligible for registration on a Form S-8\nand that the Company shall use its best efforts to have such registration\nstatement declared effective prior to the termination of the Market Standoff\nAgreement.\n\n \n     5.   The Company agrees to amend the Option Agreements dated March 16,\n1994, December 22, 1994, September 2, 1994 and February 21, 1994 between the\nCompany and Maslow to allow for the net exercise of the options granted under\nsuch agreements (the 'Options').  On the date the Company is able to register\nsecurities on Form S-3; upon the request of  Maslow, the Company agrees to\npromptly file a shelf registration on Form S-3 (the 'Shelf Registration')\nrelating to the shares of  Common Stock of the Company underlying the Options\n(i) which cannot be sold pursuant to Rule 701 or are not the subject of an\neffective Form S-8 registration statement or (ii) which cannot be sold within\nfour months from such date under Rule 144 (or any successor provision) under the\nSecurities Act of 1933, as amended.  In the event the Company is required to\nfile or files a Shelf Registration pursuant to the prior sentence, if the Board\nof Directors of the Company, in its good faith judgment, determines at any time\nthat the filing of the Shelf Registration or the sale of securities pursuant to\nthe Shelf Registration should not be made or continued because it would\nmaterially interfere with any material financing, acquisition, corporate\nreorganization or merger or other transaction involving the Company or any of\nits subsidiaries (a 'Valid Business Reason'), the Company may postpone the\nfiling of the Shelf Registration or the sale of any securities pursuant to the\nShelf Registration, and  Maslow shall not sell any securities pursuant to the\nShelf Registration, until such Valid Business Reason no longer exists, but in no\nevent for more than six months; and the Company shall give written notice of its\ndetermination to so postpone and of the fact that the Valid Business Reason for\nsuch postponement no longer exists, in each case, promptly after the occurrence\nthereof.\n\n     6.   From the date hereof until the expiration of the Market Standoff\nAgreement, the Company shall invite Maslow to attend all meetings of the\nCompany's Board of Directors and all meetings of any committee of the Board of\nDirectors, and the Company will provide Maslow copies of all notices of such\nmeetings when and as given to members of the Board of Directors and of such\ncommittees and all other written communications when and as given to such\nmembers.\n\n     7.   This Agreement shall be governed by the laws of the State of\nCalifornia.\n\n     8.   This Agreement may be signed in counterpart, and each counterpart\nshall have the same force and effect as an original and shall constitute an\neffective, binding agreement on the part of each of the undersigned.\n\n                                      -2-\n\n \n     IN WITNESS WHEREOF, the parties have executed this Agreement as of this\n15th day of February 1996.\n\n\n\n                                   CONCENTRIC NETWORK CORPORATION\n\n\n\n                                   By:  \/s\/     Michael Anthofer\n                                      ----------------------------------------\n                                          Michael Anthofer\n                                          Vice President and CFO\n\n\n\n                                   By:   \/s\/ Randy Maslow\n                                      ---------------------------------------- \n                                         Randy Maslow\n\n                                      -3-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9544],"class_list":["post-39514","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","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\/39514","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=39514"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39514"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39514"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39514"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}