EXHIBIT 10.53
December 9, 2002
Xxxxx X. Xxxxxxxx
Xxxxxxxx Communications, LLC
Xxx Xxxxxxxxxx Xxxxxx, 00X
Xxxxx, XX 00000
Re: December 10, 2002 - June 27, 2003 Employment Agreement
Dear Xxxxx:
This letter is to memorialize the terms and conditions or the agreement
reached between you and Xxxxxxxx Communications, LLC (the "Company") on October
29, 2002 regarding your continued employment by the Company from December 10,
2002 until June 27, 2003, as follows:
1. You will no longer serve as Chief Financial and Corporate Services
Officer of the Company or as an officer of its parent, WilTel Communications
Group, Inc. You will instead serve as a senior executive of both companies. You
will assist the Chief Executive Officer as directed, including assistance in
financial planning and reporting efforts, and perform other duties assigned by
the CEO and Board of Directors that are consistent with your position as a
senior executive.
2. On or after June 27, 2003, your employment may be terminated
immediately upon notice either by you or by the Company. In the event of such
termination, you will receive severance benefits equal to those that you would
be entitled to receive as Chief Financial and Corporate Services Officer under
the Xxxxxxxx Communications Group, Inc. Severance Protection Plan (the "Plan"),
as if your employment had involuntarily terminated due to Severance, as that
term is defined in the Plan, as of the date of this agreement. You will be
entitled to receive these benefits regardless of whether the decision to
terminate your employment is yours or the Company's.
3. The Company reserves the right to terminate your employment, at its
sole discretion, before June 27, 2003. In that event, you will receive the total
compensation, benefits, and severance you would have been entitled to under
Sections 1 and 2 above had you remained employed until June 27, unless you are
terminated for Cause, as defined in the Plan.
4. You have the right to terminate your employment prior to June 27,
2003, provided that upon such termination you will forego, as of the date of
such termination, the compensation and benefits to which you would have been
entitled to under Section 1 above. In the event of a termination under this
Section 4, you will receive severance benefits equal to those that you would be
entitled to receive as Chief Financial and Corporate Services Officer under the
Plan as if your employment had involuntarily terminated due to Severance, as
that term is defined in the Plan, as of the date of this agreement.
5. Nothing in this agreement is intended to alter the ability of you
and the Company to continue your employment after June 27, 2003, upon mutually
agreeable terms.
6. Nothing in this agreement is intended to alter or terminate any
indemnification rights to which you are otherwise entitled or which the Company
is otherwise obligated to provide. In addition, nothing in this agreement is
intended to alter or terminate any other compensation and benefits to which you
are entitled as of the date of this agreement except as specifically provided
for in this agreement.
If the above terms are acceptable to you, please so indicate by signing
below, retaining a copy for yourself and returning a copy to me immediately.
Yours very truly,
/s/ XXXX X. XXXXXX /s/ H.E. XXXXXXX
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Xxxx X. Xxxxxx H.E. Xxxxxxx
Chief Executive Officer Senior Vice President
Accepted on the 10 day of December, 2002.
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/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
