Attached files
file | filename |
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10-K - FORM 10-K - ZAYO GROUP LLC | c22275e10vk.htm |
EX-31.1 - EXHIBIT 31.1 - ZAYO GROUP LLC | c22275exv31w1.htm |
EX-12.1 - EXHIBIT 12.1 - ZAYO GROUP LLC | c22275exv12w1.htm |
EX-21.1 - EXHIBIT 21.1 - ZAYO GROUP LLC | c22275exv21w1.htm |
EX-32.1 - EXHIBIT 32.1 - ZAYO GROUP LLC | c22275exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - ZAYO GROUP LLC | c22275exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - ZAYO GROUP LLC | c22275exv32w2.htm |
EX-10.41 - EXHIBIT 10.41 - ZAYO GROUP LLC | c22275exv10w41.htm |
EX-10.40 - EXHIBIT 10.40 - ZAYO GROUP LLC | c22275exv10w40.htm |
EX-10.36 - EXHIBIT 10.36 - ZAYO GROUP LLC | c22275exv10w36.htm |
EX-10.38 - EXHIBIT 10.38 - ZAYO GROUP LLC | c22275exv10w38.htm |
EX-10.39 - EXHIBIT 10.39 - ZAYO GROUP LLC | c22275exv10w39.htm |
EX-10.42 - EXHIBIT 10.42 - ZAYO GROUP LLC | c22275exv10w42.htm |
Exhibit 10.37
400 Centennial Parkway,
Suite 2
Louisville, CO 80027
Suite 2
Louisville, CO 80027
May 28, 2010
David Howson
8802 Lakeside Court
Boulder, CO 80301
8802 Lakeside Court
Boulder, CO 80301
Dear David:
Zayo Group (the Company) is pleased to offer you the position of President zColo reporting to Dan
Caruso. The starting salary offered for this position is Two-Hundred Forty Thousand Dollars
($240,000) per year, payable semi-monthly on the 15th and the last day of each month.
You also are eligible to participate in the Companys discretionary bonus program with a target
annual bonus of Forty Percent (40%) of your annualized salary beginning in the first full quarter
of your employment. Your salary and target bonus, as well as additional compensation and benefit
components, are more fully described below.
Subject to approval by the Board of Managers of the Company, your compensation and benefits will
include the following components:
| Base Salary. As compensation for your performance of the duties of President of
Zayo zColo, the Company shall pay you a base salary of Two-Hundred Forty Thousand Dollars
($240,000) per year (Base Salary), subject to applicable federal, state, and local
withholding. Such Base Salary shall be paid to you in the same manner and on the same
payroll schedule in which all Company employees receive payment. Any increases in your
Base Salary for years beyond the first year of employment shall be in the sole discretion
of the Company management, and nothing herein shall be deemed to require any such increase.
Your salary will be prorated based on your actual start date. |
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| Incentive Compensation. You shall have an annual Bonus Target of Forty Percent
(40%) of your annual Base Salary. Such bonus compensation will be measured, determined,
and paid out on a quarterly basiswith Ten Percent (10%) of your annual Base Salary being
your quarterly Bonus Target. Determination of quarterly bonus achievement ranging from 0%
to 200% will be based on zColos financial performance measured against predefined targets
and shall be in the sole discretion of the Board of Managers of Zayo Group. Bonus payments
are earned on the day the Company distributes the payments; accordingly, you must be
employed on the day the Company distributes the bonus payments to be eligible to receive
the payment. Notwithstanding the above, you will receive a quarterly bonus of not less than
150% of your quarterly Bonus Target for the first six (6) quarters of your employment with
the Company; subject to you being actively employed with the Company during said period of
time. |
||
| Employee Benefits. You shall be eligible to participate in all employee benefit
plans, policies, programs, or perquisites in which other Company executives or officers
participate. The terms and conditions of your participation in the Companys employee
benefit plans, policies, programs, or perquisites shall be governed by the terms of each
such plan, policy, or program. To this end, effective on the first day of the month
following your start date, you are eligible for coverage under the Companys Group Medical,
Dental, and Life Insurance plans. The Company also offers participation in a 401(k) plan
that is administered through ADP. Within seven days of the first day
of employment, zColo and ADP will provide additional information about the Companys
objectives and policies, benefit programs, and general employment conditions. |
| Equity Participation. You shall be issued Five-Hundred Thousand (500,000) Class
B Common Units in Communications Infrastructure Investments, LLC (CII LLC) and
Three-Hundred Thousand (300,000) Class C Common Units in Communications Infrastructure
Investments, LLC (CII LLC) subject to you executing and complying with CII LLCs standard
Employee Equity Agreement and associated documents (which include a non-disclosure
agreement and other ancillary agreements). All issuances of Common Units/management equity
are subject to CII LLC Board approvals. The Common Units will be subject to a four (4)
year vesting schedule (i.e. 1/4 vesting at the end of year one and then 1/48th
vesting each month thereafter till the end of the 4th year). |
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| Signing Bonus. A one-time signing bonus is offered for this position in the
amount of Sixty-Thousand Dollars ($60,000). Such bonus compensation is intended to off-set
taxes that will be payable in accordance with the issuance of Class B Common Units. In the
event that you decide to resign voluntarily before the first anniversary of your
employment, you will be required to pay back to the Company the pro-rata amount of the
signing bonus. Notwithstanding the above, at all times any and all tax liability
associated with the issuance of Class B Common Units will be your responsibility. |
Your start date for work with zColo will be June 15, 2010 at 400 Centennial Parkway, Suite 2
Louisville, CO 80027.
Louisville, CO 80027.
This offer and continued employment at zColo are contingent upon the following:
1. Your ability to document that you are lawfully authorized to work in the United States by
producing the appropriate documents.
For example, a valid U.S. passport or Alien Registration Receipt Card are acceptable
documents to establish both identity and employment eligibility. Additionally, a current
drivers license or voters registration card in addition to a social security card or a
certified birth certificate copy will establish identity and eligibility to work. The types
of acceptable documentation are listed on Form I-9 of the Immigration and Naturalization
Service. Please contact me if you have any questions about which documents are acceptable
to verify your identity and eligibility to work in the United States.
2. Your agreement to and signature acknowledging the Companys Employee Confidentiality and
Intellectual Property Agreement, Employee Handbook and Human Resources Policies.
3. Your completion of a background check acceptable to the Company.
4. Acknowledge and represent, through your signature below, that:
| any agreement you may have with any current or former employer or otherwise will not
prohibit you from performing all aspects of the above-referenced job; |
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| you have not taken any information that is marked as or which you have reason to believe
is confidential, proprietary, and/or trade secrets from any prior employment; and |
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| you will not use or disclose any confidential, proprietary, or trade secrets information
that you might have knowledge of from any prior employment. |
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Neither this offer nor any statements made in any of our discussions may be considered a contract
or a guarantee of employment for any specific period of time. Your employment with zColo is
at-will which means that both you and the Company have the right to terminate your employment at
any time with or without cause.
We are pleased to have you join our organization as a member of what we feel is a Company that
offers each employee an opportunity for personal and professional development. If you have any
questions, please do not hesitate to contact me at 303-414-5771. I look forward to working with
you in the future and hope you will find your employment a rewarding experience.
Sincerely,
Dan Caruso
CEO Zayo Group
CEO Zayo Group
Please indicate your acceptance by your signature and return this offer letter to me by
. Thank you.
/s/ David Howson
|
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Signature
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Date |
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