CIO Employment Agreement - Michael G. Parks

EXHIBIT 10.33


EMPLOYMENT AGREEMENT
--------------------


This EMPLOYMENT AGREEMENT, made as of March 7, 2000 (the "Effective Date"), is entered into by and between NorthPoint Communications, Inc. (the "Company") and Michael Parks (the "Executive").


WHEREAS, the Company and Executive wish to enter into a formal employment agreement that shall govern the terms and conditions of Executive's employment with the Company and shall provide certain severance, stock option and other benefits for Executive in the event that his employment should terminate.


WHEREAS, the Executive is agreeing to abide by the restrictive covenants contained herein and is foregoing other career opportunities in reliance on this Employment Agreement,


NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:


1. Definitions


A. Target Bonus. "Target Bonus" means the target annual bonus for Executive
------------
during in any year or, if Executive is entitled to a bonus under an
individual written agreement with the Company, the annual bonus to which
Executive is entitled thereunder.


B. Base Salary. "Base Salary" means the greater of the annual rate of base
-----------
salary in effect for Executive at the time of Executive's Qualifying
Termination or the annual rate of base salary in effect for Executive
immediately before the Change in Control.


C. Cause. Termination for "Cause" means the following: (i) Executive's
------
conviction of a felony or any crime of dishonesty; (ii) Executive's
commission of any act of fraud with respect to the Company; (iii) any
intentional misconduct by Executive intended to have a materially adverse
effect upon the Company's business; (iv) Executive's repeated failure to
satisfactorily perform his job duties; (v) an intentional breach by
Executive of any of Executive's fiduciary obligations as an officer or
director of the Company or a breach of this Employment Agreement or any
other agreement with the Company that has a materially adverse effect upon
the Company; or (vi) Executive's death or Permanent Disability.


D. Change in Control. "Change in Control" shall have the meaning set forth
-----------------
in the Option Agreement attached as Exhibit A hereto.
---------


E. Change of Employment Circumstances. "Change of Employment Circumstances"
----------------------------------
means (i) a material reduction in Executive's level of duties or
responsibilities or the nature or scope of Executive's functions, or (ii) a
reduction in Executive's base salary or a reduction in Executive's total
cash compensation (consisting of base salary and target bonus), or (iii)
the failure to provide Executive with employee benefits (including


medical/dental, disability and life insurance) that are substantially
equivalent to the benefits provided to Executive immediately before a
Change in Control, or (iv) a relocation of Executive's principal place of
employment by more than thirty-five miles away (or any requirement that
Executive spend more than two days a week at any location more than thirty-
five miles away), or (v) the breach of the terms of any compensation
agreement or arrangement between the Company and Executive, or (vi) the
repudiation or failure by the Company or its successor to acknowledge (upon
Executive's written request) or to comply with any of its obligations under
this Employment Agreement.


F. Comparable Position. A "Comparable Position" means a position with a
-------------------
successor to part or all of the business of the Company, if the terms of
such position do not differ from Executive's prior position with the
Company in any manner that would constitute a Change of Employment
Circumstances, assuming that the terms of such new position with the
successor remained materially the same as the terms of Executive's
employment with the Company.


G. Final Determination. "Final Determination" means an audit adjustment by
-------------------
the Internal Revenue Service that is either (i) agreed to by both Executive
(or his estate) and the Company (such agreement by the Company to be not
unreasonably withheld) or (ii) sustained by a court of competent
jurisdiction in a decision with which Executive and the Company concur
(such concurrence by the Company to be not unreasonably withheld) or with
respect to which the period within which an appeal may be filed has lapsed
without a notice of appeal being filed.


H. Period of Coverage. The "Period of Coverage" means the period commencing
------------------
on the Effective Date and ending upon the date of termination of this
Employment Agreement.


I. Permanent Disability. "Permanent Disability" shall mean the inability of
--------------------
Executive to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that is expected to
result in death or has lasted or can be expected to last for a continuous
period of twelve (12) months or more.


J. Qualifying Termination. "Qualifying Termination" shall mean a
----------------------
termination of Executive's employment with the Company either (i) by the
Company for any reason other than for Cause, or (ii) by Executive,
following the occurrence of a Change in Control that occurs during the
Period of Coverage which results in a Change of Employment Circumstances,
provided that Executive properly executes, and does not revoke or attempt
to revoke, a Release of claims against the Company, its affiliates and
their employees and agents in the form attached as Exhibit B (the
---------
"Release"). A Qualifying Termination shall be deemed not to have occurred
where Executive is offered a Comparable Position with the new corporate
entity subsequent to a Change in Control, whether or not Executive accepts
such position. If Executive is offered a position which is not a Comparable
Position and accepts such position, then Executive will be treated as


2


if he had been offered and accepted a Comparable Position.


2. Job Duties. Executive shall serve as the Chief Information Officer of the Company and shall, in such capacity, report directly to the Chief Executive Officer. In his capacity as Chief Information Officer of the Company, Executive shall devote substantially all of his time and attention to the business and affairs of the Company.


3. Current Stock Options and Benefits.


A. Initial Grant. Pursuant to the Amended and Restated NorthPoint
-------------
Communications Group, Inc. 1999 Stock Option Plan (the "Option Plan"),
Executive received a grant of stock options on June 29, 1999 (the "Initial
Grant"). The Option Agreement between the Company and Executive Agreement
that underlies the Initial Grant (the "Option Agreement") is attached
hereto as Exhibit A.
---------


B. Cash Compensation. Executive is paid a base salary at the annual
-----------------
rate of Two Hundred Thousand Dollars ($200,000.00), to be paid in
accordance with the Company's standard payroll policy. Such base salary may
be increased by the Board of Directors in its sole discretion.


C. Bonus. Executive shall be eligible to receive an annual target
-----
bonus of up to a maximum of fifty percent (50%) of his annual base salary.
Payment of the bonus shall be at the discretion of the Compensation
Committee of the Company's Board of Directors and shall be based on the
achievement of objectives agreed to by the Compensation Committee of the
Board of Directors. In future years, payment of the bonus shall be at the
discretion of the Compensation Committee of the Company's Board of
Directors and shall be based on the achievement of objectives as determined
by such Committee.


D. Other Employee Benefits. Executive shall, throughout the Period of
-----------------------
Coverage, be eligible to participate in all group term life insurance
plans, group health plans, accidental death and dismemberment plans and
short-term and long-term disability programs, sick leave, vacation leave
and other executive perquisites which are made available to the Company's
executive and/or other Company employees.


4. Additional Compensation. In addition to the compensation enumerated above,
----------------------- and in return for the consideration contained herein, the Company has agreed to provide the Executive with the compensation set forth in subsections A, B and C below.


A. Supplemental Life Insurance. The Company will provide Executive with
---------------------------
supplemental group term life insurance coverage of $500,000 during the
Period of Coverage.


B. Financial Counseling Assistance. The Company will provide Executive with
-------------------------------
annual financial counseling during the Period of Coverage by a provider
selected by the Executive. In no event, however, shall the Company provide
Executive with financial


3


counseling in an amount in excess of $10,000 per year.


C. Change in Control.
-----------------


(1) Change in Control Protection. Notwithstanding anything to the
----------------------------
contrary in the Initial Grant or Option Agreement, upon (i) a Change
in Control of the Company, and (ii) a Qualifying Termination of the
---
Executive, the Executive shall be entitled to the following benefits:


a) Acceleration. Executive's Initial Grant, to the extent not
------------
otherwise exercisable for all the shares of Company common stock
underlying the Initial Grant, will immediately become exercisable
for all the shares of Company common stock underlying the Initial
Grant, and may be exercised for any or all of those shares as
fully vested shares. All options must be exercised within ninety
(90) days of the date of the Qualifying Termination.


b) Installment Sum Payment of Salary and Bonus. Beginning within
-------------------------------------------
business days after a Qualifying Termination (or, if later, the
last day of any ten (10) period during which the Release may be
revoked by Executive), the Company shall make twelve (12) equal
monthly cash payments to Executive, subject to any mandatory tax
...