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COO Employment Agreement

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Sectors: Telecommunications, Internet
Governing Law: Colorado , View Colorado State Laws
Effective Date: January 30, 2006
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Exhibit 10.8

EMPLOYMENT AGREEMENT

Employment Agreement dated as of January 30, 2006 (the " effective date" ) between Time Warner Telecom, Inc., (the " Company" ), and the employee whose name appears on the last page hereof (the " Employee" ). The Company shall employ the Employee on the following terms and conditions: 1. Term. The Company hereby employs Employee and Employee hereby accepts such employment upon the terms and conditions hereof for an initial term commencing on the " Effective Date" and ending, subject to renewal or termination as provided herein, on January 29, 2010 (the " Initial Term" ); provided, however, that this Agreement shall automatically continue for successive one month periods thereafter (each such period being an " Additional Term" ) unless either party has delivered written notice of termination to the other party no later than six months prior to the end of the Initial Term or 60 days prior to the end of any Additional Term. Sections 8, 10 through 22 and 24 through 28 shall survive any termination of Employee' s employment under this Agreement. The Employee hereby covenants that as of the Effective Date any agreement between Employee and the Company, or any of its affiliates, entered into prior to the date hereof, relating to Employee' s employment with such entity, shall terminate as of, or have been terminated prior to, the Effective Date. 2. Duties. Employee shall serve as Chief Operating Officer or subject to Section 5, in such other senior management position as the Company shall determine. Subject to the foregoing, Employee shall perform such duties as may be assigned by the Company to Employee from time to time, and shall travel for business purposes to the extent reasonably necessary or appropriate in the performance of such duties.

Employee shall perform such duties on a full time basis (subject to the Company' s written policies on vacations, illness, government service, etc. applicable to employees at Employee' s level in effect from time to time), provided , however, that Employee shall not be precluded from devoting such time to personal affairs as shall not interfere with the performance of his or her duties hereunder. In performing his or her duties hereunder, Employee shall comply with the Company' s policies and procedures in effect from time to time. Unless Employee otherwise consents, the headquarters for the performance, of Employee' s services shall be the principal executive offices of the Company and /or the Denver area, subject to such reasonable travel as may be appropriate or required in the performance of Employee' s duties in the business of the Company.

3. Compensation . The Company shall pay or cause to be paid to Employee, during the term of employment, an annual salary in respect of each calendar year at the rate of not less than $425,000 per annum. The Company may increase, but not decrease, such annual salary at any time and from time to time during the term of employment. In addition to annual salary, Employee may be entitled to receive an annual bonus in respect of each calendar year based on a target percentage of the salary paid to Employee during


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such calendar year of 100%. Subject to Section 5, and the second paragraph of this Section 3, Employee acknowledges that his or her actual annual bonus may vary and range from 0% to150% of the target amount, depending on actual performance of the Company and Employee.

Subject to Section 5 and the second sentence of this Section 3, the Company shall determine, in its sole discretion, the amount of any salary increase, the amount of any annual bonus and whether to increase the target percentage of Employee' s annual bonus. The payment of any bonus compensation shall be made in accordance with the Company' s then current practices and policies, including without limitation, less the usual required payroll deductions and withholding. The Company shall pay or reimburse Employee, in accordance with Company policies applicable to employees at Employee' s level, for all travel, entertainment and other business expenses actually incurred or paid by Employee in the performance of his or her duties hereunder, if properly substantiated and submitted. 4. Benefits . Employee shall be eligible to participate in any pension, profit-sharing, employee stock ownership, vacation, insurance, hospitalization, medical, health, disability and other employee benefit or welfare plan, program or policy whether now existing or established hereafter (collectively, the " Benefit Plans" ), to the extent that employees at Employee' s level are generally deemed eligible under the general provisions thereof. The Company reserves the right to amend or cancel any such Benefit Plan in its sole discretion.

5. Termination by Employee Following a Change in Control .

(a) Provided that notice of termination has not previously been given under any other Section hereof, Employee shall have the right to terminate his or her employment with the Company under this Agreement for cause upon 30 days prior written notice delivered to the Company at any time within 180 days after Employee has actual knowledge of the occurrence of any of the following events following a Change in Control, indicating in such notice which event has occurred: A. A change in the location of Employee' s office or of the Company' s principal executive offices to a place which is more than 50 miles from the location of Employee' s office or the location of the Company' s principal executive offices immediately prior to the occurrence of a Change in Control;

B. A material reduction in Employee' s decision-making, budgetary, operating, staff and other responsibilities, taken as a whole, from such responsibilities immediately prior to the occurrence of a Change in Control, or a change in the person or persons to whom Employee reported immediately prior to the occurrence of a Change in Control, to a person or persons of lesser rank, title or responsibility; or C. Any material breach of this Agreement by the Company.


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(b) Upon the expiration of the 30-day notice period provided in Section 5(a), Employee shall be relieved of his or her management position with the Company and his or her duties hereunder. In the notice delivered by Employee to the Company pursuant to Section 5(a), Employee shall elect either (A) to terminate his or her employment with the Company, in which case Employee shall receive: (x) subject to the terms thereof, all benefits which may be due to Employee under the provisions of any Benefit Plan; and (y) in a lump sum severance payment, within 30 days following the effective date of such termination, the present value (using the discount rate described below) of an amount equal to the sum of the annual salary at the rate in effect on the date of termination of employment or immediately prior to the Change in Control, whichever is greater, plus an annual bonus in a minimum amount equal to Employee' s then applicable target bonus amount or the Employee' s applicable target bonus amount in effect immediately prior to the Change in Control, whichever is greater, for the remainder of the existing term of this Agreement, without any further renewal or continuation, provided that such amount shall be not less than the sum of such salary and bonus pro rated for a 18-month period, or (B) to remain an employee of the Company for a period (as determined by Employee) of up to 18 months following the date notice of termination is given by Employee pursuant to Section 5(a), in which case Employee shall be relieved of his or her management position with the Company and his or her duties hereunder, and shall (i) continue to receive both salary, based on a rate equal to his or her annual rate in effect on the date of termination of employment or immediately prior to the Change in Control, whichever is greater, and annual bonus in respect of such period (in each case payable within 30 days after the end of the respective calendar year and prorated for any portion of a year), each such bonus to be based on an amount equal to Employee' s then applicable target bonus amount or the Employee' s applicable target bonus amount in effect immediately prior to the Change in Control, whichever is greater, and (ii) receive a discounted lump sum payment pursuant to Section 5(b)(A)(y) for any portion of the term of employment remaining after such period; provided , however, that if Employee accepts full-time employment with any other corporation, partnership, trust, government or other entity (" Entity" ) during such period or notifies the Company in writing of his or her intention to terminate his or her employment during such period, Employee shall cease to be an employee of the Company effective upon the commencement of such employment or the effective date of such termination as specified by Employee in such notice, and shall be entitled to receive, subject to the terms thereof, all benefits due to Employee under the provisions of any Benefit Plan and a discounted lump sum cash payment for the balance of the salary and bonus Employee would have been entitled to receive pursuant to this Section 5(b)(B) had Employee remained on the Company' s payroll until the end of the Initial Term or such 18 month period whichever is greater, provided, further, however, that Employee shall not be entitled to receive any such lump sum cash payment if he or she accepts full-time employment with any subsidiary or Affiliate of the Company. For purposes of this Agreement, the term " Affiliate" shall mean an Entity which, directly or indirectly, controls, is controlled by or is under common control with, the Company or Time Warner Inc (" TWI" ).

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In addition, whether Employee elects 5(b)(A) or 5(b)(B), for a period of the earlier of one year from the date of termination of employment or the date Employee is eligible to receive health benefits by virtue of other employment, Employee shall receive continued eligibility and enrollment (including family coverage, if any), without a premium charge therefor, in hospital, medical and dental insurance plans providing substantially equivalent benefit coverage to those plans in which Employee was enrolled immediately prior to the Change in Control unless waived in writing by Employee (or, in the event such coverage cannot be provided, substantially similar benefits).

Any lump sum payments required to be made pursuant to this Section 5(b) shall be discounted to present value from the times at which such amounts would have been paid absent any such termination at an annual discount rate for the relevant period equal to the " applicable Federal rate" (within the meaning of Section 1274(d) of the Internal Revenue Code of 1986 (the " Code" )), compounded semi-annually, in effect on the date of such termination, the use of which rate is hereby elected by the Company and Employee pursuant to Treas. Reg. a7 1.28OG- I Q/A32 (provided that in the event such election is not permitted, such other rate determined as of such other date as is applicable for determining present value under Section 28OG of the Code shall be used).

6. Termination by Company .

(a) For Cause . Provided that notice of termination has not previously been given under any other Section hereof, the Company shall have the right to terminate Employee' s employment for cause upon written notice to Employee at any time.
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