VP Operations - Employment Agreement

EXHIBIT 10.21


STATEMENT OF TERMS AND CONDITIONS

4 September 2000


Mr. P. Metcalf

Gelbe House

Rectory Lane

Wildon, Bedford MK44 2PB

England


Dear Phil


This contract of employment will supersede your current contract of employment and comes into effect on 1 st September 2000. This letter together with the terms and conditions of employment set out in section A of the Employee Handbook (" the Handbook" ), constitute the principle terms and conditions of your employment. Your employment will remain with Global Crossing Network Center (" Global Crossing" ).


The following statement which is required to be given under Section 1 of the Employment Rights Act 1996 As Amended sets out certain particulars of your terms and conditions of employment as at the date of this statement. Your employment will continue subject to the rights and provisions contained below. Any variation to this statement will be notified to you in writing.

1. Commencement of Employment

Your date of commencement of continuous employment is 1 May, 1999.

2. Job title

Your job title is: Senior Vice President of Operations and Customer Care , reporting in the first instance to: CEO Europe . However, this is a rapidly growing and changing company, and it is expected that you are flexible in your approach to work. The nature of your employment is such that you may be required to perform other duties outside the normal scope of your job function and you must comply with all reasonable instructions and perform such duties as your Manager directs. Global Crossing may require you to perform such duties on either a temporary or permanent basis for any other company in the Group or for any other third party as it directs from time to time.

3. Place of Work

You will be located at Centennium House, 100 Lower Thames Street, London, EC2R 6DL.


You may be required on either a permanent or temporary basis to perform you duties at such other location(s), as Global Crossing requires from time to time. If Global Crossing should ask you to transfer to another country, the UK would be regarded as your home location and any such transfer would be subject to your agreement at the time. You will be advised of any appropriate changes to your terms and conditions of employment at the time any transfer is agreed. 4. Basic Salary

Your basic annual salary is a3140,000. This will be paid calendar monthly in arrears in 12 equal amounts direct into your bank or building society account, normally on or around the 27 th day of each month through the payroll. When you are paid you will receive a pay advice slip detailing gross and net pay and any deductions (such as for tax and National Insurance).

Global Crossing will at any time be entitled to recover any overpayment of salary or any other sums due to Global Crossing by way of deduction from any outstanding salary or other payment due to you.

5. Travel

You may be required by Global Crossing to travel in the normal performance of your duties within the UK and occasionally abroad. You may at such times as Global Crossing directs, be asked to undertake significant travel on business to locations anywhere in the World, in which case your prior agreement will be sought.

6. Hours of Work

Your normal working week will be 40 hours excluding one hour for a lunch break each day. Your hours of work will be 9am until 6pm Monday to Friday. You may be required to work additional or irregular hours to perform your duties, including working away from your normal place of work, and to participate in any working arrangements necessary to meet Company objectives. This work may require work outside of normal working hours for which no additional payment will be made.


You are not obliged to work more than the maximum average weekly hours specified in the Working Time Regulations 1998 (" the 1998 Regulations" ) after taking full account of the calculation method and all other relevant provisions and delegations contained in the 1998 Regulation, unless you have agreed to opt out of the maximum working week by signing an Opt Out Agreement having understood the effect of signing such a document. Further procedures relating to working hours and the Working Time Directive are set out in Section A of the Handbook.

7. Bonus Scheme

You will be eligible for an annual bonus of up to 25% of basic salary at the discretion of Global Crossing. The bonus will be in part dependent on both your own personal performance and on Global Crossing' s results as a whole. We must emphasize that whilst you are eligible to participate, this bonus is wholly discretionary and should therefore not be treated as any form of guarantee or expectation. Any bonus award is always subject to your continued employment with Global Crossing at the date of payment and neither you nor Global Crossing having served notice of termination of your employment at that time. 8. Stock Options

Your current Stock Option grants remain unchanged.

Stock Options are subject to additional terms and conditions as may be required by law and such terms and conditions as set forth in the 1998 Global Crossing Stocks Incentive Plan and Non-Qualified Stock Option Agreement.

9. Transportation Allowance

You will receive a Transportation Allowance of a310,000 annually. This will be paid calendar monthly in arrears in 12 equal amounts direct into your bank account with your salary payment and is subject to all statutory deductions.

10. Benefits

The following is a summary of the benefits offered by Global Crossing to all employees.


Benefit

Summary Medical Insurance Global Crossing offers free membership to BUPA for you and your dependants. This coverage is available from the start date of your employment, providing you complete and return the application form with 4 weeks of commencement. Pension Plan There is a Global Crossing pension plan available for you to join from 1st day of the first full month of service. Global Crossing will contribute 8% of your basic annual salary and you will be required to contribute a minimum of 4% of your basic salary into the scheme. Life Assurance Global Crossing provides free life insurance cover for you at the rate of four times the basic annual salary. Coverage is available from the commencement of employment. Long Term Disability Insurance If you are unable to work through illness of incapacity Global Crossing will continue to provide you with an income of 75% of your basic annual salary, less the single person' s basic State Incapacity B ...