**Exhibit 10.8**
EMPLOYMENT AGREEMENT
     This Employment Agreement is entered into by and among John H.Jacquay (“Executive”) and XO Communications, Inc., a Delawarecorporation (the “Company” or “Employer”) this 20th day of November2002 (the “Commencement Date”).
WITNESSETH:
     WHEREAS, the company is engaged in the business of providinghigh-quality, non-mobile telecommunications services to the businessmarket; and
     WHEREAS, Executive has skills and experience in telephonygenerally and with the technology associated with the Company’sbusiness specifically; and
     WHEREAS, Employer desires to obtain Executive’s services for theconduct of the business of the Company, and Executive desires to beemployed in such business by and for Employer;
     NOW, THEREFORE, in consideration of the premises and the mutualcovenants herein set forth, the parties hereto agree as follows:
     1. Employment. Employer acknowledges and agrees that it hiredExecutive to serve as the President, National Sales for the company(although Executive’s corporate office title is and shall continue tobe Senior Vice President, National Sales) as of February 22, 2002, andthat the parties have agreed to enter into this Employment Agreement asof the Commencement Date and in connection with Executive’sresponsibilities as President, National Sales.
     2. Duties.
          (a) Executive shall report directly to the Company’s President andChief Operating Officer and shall perform his services within theframework of the policies, objectives and Bylaws of the company.Executive’s base of operation shall be at the company’s corporateheadquarters in Reston, Virginia. In his corporate capacity, Executive(i) shall exercise general supervisory responsibility and managementauthority over the Company’s national sales organization, and (ii)shall perform such other duties commensurate with his position as maybe assigned to him from time to time by the Company’s President andChief Operating Officer or board of directors (the “Board ofDirectors”)
          (b) Executive shall devote substantially all his business time,attention and energies to the performance of his duties and functionsunder this Employment Agreement and shall not during the term of hisemployment hereunder be engaged in any other substantial businessactivity for gain, profit or other pecuniary advantage, Executive shallfaithfully, loyally and diligently perform his assignedduties and functions and shall not engage in any activitieswhatsoever which conflict with his obligations to Employer during theterm of his employment hereunder.
     3. Term.The term of this Employment Agreement shall commence on thecommencement Date and, unless terminated earlier pursuant to paragraph10 hereof, shall continue through November 20, 2004 (the “InitialTerm”), and unless notice is given by either party at least sixty (60)days prior to the end of the Initial Term that it desires that thisEmployment Agreement terminate at the end of the Initial Term, shallcontinue thereafter until such time as (i) either party hereto notifiesthe other, upon sixty (60) days prior written notice, that thisEmployment Agreement will be terminated, or
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(ii) Executives employment is otherwise terminated pursuant toparagraph 10 hereof (the “Extended Term”) (the Initial Term togetherwith the Extended Term, if any, being referred to herein as the“Employment Term”).
     4. Compensation. Employer shall pay to Executive, in considerationof and as compensation for the services agreed to be rendered byExecutive hereunder, the following:
          (a) Base Salary. During the Employment Term, the Company shall payto Executive a Base Salary of $250,000 per annum; provided that theamount of such Base Salary shall be reviewed at least annually and may,in Employer’s sole discretion, be increased by Employer from time totime during the Employment Term in light of the conditions thenexisting and the services then being rendered by Executive, in whichcase Executive’s Base Salary shall be such higher amount as may bedetermined by Employer (such annual Base Salary, as in effect from timeto time, being referred to herein as the “Base Salary”). The BaseSalary shall be payable in accordance with Employer’s normal payrollschedule, less appropriate deductions for federal, state and localincome taxes, PICA contributions and any other deductions required bylaw or authorized by Executive.
          (b) Annual Performance Bonus. In addition to the Base Salary,Executive shall be entitled to receive an annual performance bonus (the“Annual Bonus”) during each year of service during the Employment Term(each such year being referred to as an “Annual Bonus Period”), in anamount, if any, as may be determined by the compensation committee ofthe Board of Directors (the “Compensation Committee”) and/or the Boardof Directors in their complete discretion, with a target of 55% of theBase Salary payable during such Annual Bonus Period, based onExecutive’s performance against objectives for the prior year ofservice, provided that Executive’s eligibility to receive the AnnualBonus shall be subject to and conditioned upon Executive continuing tobe employed by Employer on the date of payment of the Annual Bonus.Each Annual Bonus shall be payable in accordance with Employer’s normalannual bonus payment schedule, less appropriate deductions for federal,state, and local income taxes, FICA contributions and any otherdeductions required by law or authorized by Executive. Executiveacknowledges and agrees that, unless notified by Employer to thecontrary, Employer shall replacethe Annual Bonus for 2002 and 2003 with a retention bonus plan inconnection with XO’s plan of reorganization in its Chapter 11proceeding and its stand-alone plan of reorganization (the “RetentionBonus Plan”) and in such event Executive shall be entitled to anyamounts due as specified and in accordance with the Retention BonusPlan in lieu of any right to the Annual Bonus for 2002 and 2003. Unlessnotified by Employer to the contrary, the term Annual Bonus shallglobally be replaced with the term Retention Bonus (and the terms ofthe Retention Bonus Plan shall govern such Bonus) and Executive agreesthat the replacement of the Annual Bonus for 2002 and 2003 with theRetention Bonus as specified in this paragraph shall not constituteConstructive Termination.
          (c) Equity Incentive Compensation. The Compensation Committee may,in its discretion, grant to Executive, pursuant to any stock option planof the Company, options to acquire shares of the Company’s common stockand/or awards of restricted stock of the Company (collectively, “EquityAwards”). The terms and conditions of such Equity Awards shall bepursuant to such applicable stock option plan and as determined by theCompany in its sole discretion.
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     5. Benefits. During the Employment Term, Executive shall beentitled to participate in all group health, major medical, pension andprofit sharing, 401(k) and other benefit plans maintained by Employeror its subsidiaries and provided generally to the Company’s executiveofficers, on the same terms as apply to participation therein bymanagement generally (except as otherwise provided herein). Further,during the Employment Term, Executive shall be entitled to participatein all fringe benefit programs and shall receive all perquisites if andto the extent that Employer establishes and makes such benefits andperquisites available to management generally, including, but notlimited to, Employer-paid long-term disability insurance and lifeinsurance coverage.
     6. Expenses: Relocation.
          (a) Travel and Entertainment Expenses. During the EmploymentTerm, Employer shall reimburse Executive for all reasonable travel,entertainment and other business expenses incurred or paid by Executivein performing his duties and functions hereunder.
          (b) Relocation Expenses. Employer shall reimburse Executive forrelocation expenses incurred in connection with his relocation from theSan Francisco, California area to the Reston, Virginia area inaccordance with Employer’s relocation policy as it applies generally tothe Company’s executive officers (as amended or modified from time totime, the “Relocation Policy”), subject to the additional terms andconditions of this paragraph 6(b). Employer agrees and acknowledgesthat Executive desires to delay his relocation temporarily, andExecutive agrees and acknowledges that (i) he must make use of anyrelocation benefits to which he may be entitled pursuant to theRelocation Policy or this Employment Agreement by July 31, 2003, and(ii) he will forfeit all rights with respect to any such relocationsbenefits,including any right of expense reimbursement, if he fails to makeuse of such relocation benefits by July 31, 2003; provided, however,that Employer shall reimburse relocation expenses, so long as Executiveincurs a relocation related expense for which he is entitled toreimbursement pursuant to the Relocation Policy or the terms of thisEmployment Agreement prior to July 31, 2003 and applies for expensereimbursement promptly thereafter, in accordance with Employer’spolicies and procedures with respect to expense reimbursement. Untilthe earlier of August 31, 2003 or the date that Executive hasrelocated to Reston, Virginia, Employer will reimburse Executive forthe cost of leasing a temporary studio-type apartment in the Reston,Virginia area and travel to and from Executive’s residence in the SanFrancisco area; provided, however, that (i) such reimbursement for theapartment shall not exceed $2,500 per month, and (ii) one-half of theaggregate amount of such lease expense reimbursed by Employer shall bededucted from the amount of expense reimbursement to which Executivewould otherwise be entitled to under the Relocation Policy. If, withinone (1) year of the date that Executive commences his relocation,Executive voluntarily terminates his employment, other than withrespect to a Constructive Termination (as defined below), or Employerterminates Executive’s employment for Cause, Executive agrees toreimburse Employer the full cost of all relocation expenses for whichExecutive was reimbursed by Employer. By executing this EmploymentAgreement, Executive consents to Employer deducting such relocationcosts subject to reimbursement from Executive’s final payment of BaseSalary or other compensation.
     7. Vacations. Executive shall be entitled to such vacations,holidays, sick leave and personal time off as is allowed under thepolicies of Employer to management generally (except as otherwiseprovided herein).
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     8. Non-Competition; Non-Solicitation
          (a) During the Employment Term and (except as provided inparagraph 10 herein) for a period of two years thereafter, Executiveshall not enter into or participate in any business competitive to thebusiness carried on by the Company or any of its subsidiaries.
          (b) During the Employment Term and (except as provided inparagraph 10 herein) for a period of two years thereafter, Executiveshall not (i) directly or indirectly cause or attempt to cause anyemployee of Employer or any of its affiliates to leave the employ ofEmployer or any affiliate of Employer, (ii) in any way interfere withthe relationship between Employer and any employee or between anaffiliate of Employer and any employee of such an affiliate, or (iii)interfere or attempt to interfere with any transaction in which theCompany or any of its affiliates was involved during the EmploymentTern,.
          (c) The provisions of this paragraph B shall survive theexpiration and/or termination of this Employment Agreement.
     9. Confidential Information. During the Employment Term and for aperiod of two years thereafter, Executive will not use for his ownadvantage or disclose any proprietary or confidential informationrelating to the business operations or properties of Employer, anyaffiliate of Employer or any of their respective customers, suppliers,landlords, licensors or licensees. Upon the expiration or terminationof the Employment Term, upon Employer’s request, Executive willsurrender and deliver to Employer all documents and information ofevery kind relating to or connected with Employer and its affiliatesand their respective businesses, customers, suppliers, landlord,licensors and licensees. The foregoing confidential informationprovisions shall not apply to information which: (i) is or becomespublicly known through no wrongful act of the Executive, (ii) isrightfully received from any third party without restriction andwithout breach by Executive of this Employment Agreement; or (iii) isindependently developed by Executive after the term of his employmenthereunder or is independently developed by a competitor of Employer atany time. The provisions of this paragraph 9 shall survive theexpiration and/or termination of this Employment Agreement.
     10. Termination.
          (a) Automatic Termination Upon Death. In the event of Executive’sdeath during the Employment Term, Executive’s employment hereundershall he automatically terminated upon the date of death. As soon asreasonably practicable following Executive’s death, Employer shall payto Executive’s Representative (defined below in paragraph 20) (i)Executive’s accrued but unpaid Base Salary and Annual Bonus, throughthe last day of the month of his death, and (ii) any amount duehereunder for accrued butunused vacation time as of the date of death.
          (b) Termination by Employer. During the Initial Term, Employershall be entitled to terminate Executive’s employment hereunder onlyupon the establishment of “Cause” or the “Permanent Disability” ofExecutive (as those terms are defined below) by giving written noticeto that effect to Executive. During any Extended Term, Employer shallhe entitled to terminate Executive’s employment hereunder (i) upon theestablishment of Cause or the Permanent Disability of Executive, bygiving written notice to that effect to Executive or (ii) for any otherreason or for no reason upon 60 days prior written notice to Executive.
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          For purposes hereof, the term “Cause” means either (1)Executive’s failure to substantially perform his duties and functionsas contemplated hereunder, if such failure constitutes gross neglect orwillful malfeasance; (2) Executive’s committing fraud or embezzlementor otherwise engaging in conduct that results in Executive beingconvicted of a felony from which all appeals have been exhausted; (3)Executive’s intentionally acting in a manner which is materiallydetrimental or damaging to the Company’s reputation, business,operations or relations with its employees, suppliers or customers,without taking reasonable steps to remedy such actions promptly afterreceiving written notice thereof from Employer; (4) Executive’s chronicor habitual abuse of alcohol or prescription drugs or controlledsubstances; or (5) Executive’s committing any other material breach ofthis Employment Agreement without taking reasonable steps to cease orremedy such breach within thirty (30) days after Executive’s receipt ofwritten notice from Employer specifically identifying the nature of andcircumstances relevant to any such claimed material breach byExecutive.
          For purposes hereof the term “Permanent Disability” means: (i)Executive’s failure to devote full normal working time as requiredherein to his employment hereunder for a period of at least 90consecutive normal business days (or for at least a majority of thenormal business days in any consecutive 180-day period); and (ii) theexistence of an illness or incapacity (either physical or mental)affecting Executive which, in the reasonable opinion of a QualifiedPhysician, is likely to be of such character or severity that Executivewould be unable to resume devoting his full normal working time, asrequired herein, to his employment hereunder for a period of at leastnine consecutive months; the term “Qualified Physician” means animpartial physician competent to diagnose and treat the illness orcondition which Executive is believed to be suffering, selected byEmployer and reasonably acceptable to Executive (or if Executive isthen incapable of acting for himself, Executive’s Representative), whoshall have personally examined Executive and shall have personallyreviewed Executive’s relevant medical records; provided Employer shallbear the costs of such Qualified Physician’s services and Executiveagrees to submit to an examination by such Qualified Physicianand to the disclosure of Executive’s relevant medical records tosuch Qualified Physician.
          The date upon which any termination effected pursuant to thissubparagraph 10(b) shall be effective is set forth in subparagraph10(d) and the effect of any such termination shall be as described insubparagraphs 10(e), (f) and (g).
          (c) Termination by Executive. Executive shall be entitled toterminate his employment hereunder (i) upon the establishment ofConstructive Termination, by giving notice to that effect to Employeror (ii) for any other reason or for no reason upon sixty (60) days priorwritten notice to Employer.
          For purposes hereof, “Constructive Termination” shall meanExecutive’s termination of his employment hereunder as a direct resultof (i) a reduction in Executive’s initial Base Salary or in the targetAnnual Bonus percentage, (ii) a material change in the nature orextent of Executive’s title or responsibilities that is inconsistentwith Executive’s intended position and status hereunder, (iii) therelocation of Executive’s principal place of employment to a locationmore than 50 miles from Executive’s current principal place ofemployment or (iv) the material breach by the Employer of any provisionof this Employment Agreement which continues without reasonable stepsbeing taken to cure such breach for a period of 30 days after writtennotice thereof by Executive to Employer.
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          The date upon which any termination effected pursuant to thissubparagraph 10(c) shall be effective is set forth in subparagraph10(d), and the effect of any such termination shall be as described insubparagraph 10(g).
          (d) Termination Date. In the event Executive’s employment hereunderis terminated for circumstances constituting Cause, PermanentDisability or Constructive Termination, such termination shall takeeffect upon the termination date set forth in the written notice tothat effect given by Executive to Employer or by Employer to Executive,as the case may be (provided that if either party disputes thepropriety of such termination, the effective date of termination shallbe as established, by final resolution of such dispute, whether byagreement of the parties or award of an arbitrator as contemplatedherein, in favor of the propriety of such termination), and in anyother case termination of Executive’s employment hereunder shall takeeffect on the date specified in the written notice thereof delivered byExecutive to Employer or by Employer to Executive, as the case may be(the date on which any such termination takes effect being referred toherein as the “Termination Date”). Employer, at its option, may requireExecutive to continue to perform his duties hereunder until theTermination Date or pay to Executive such amount of compensation andbenefits otherwise due hereunder in accordance with Employer’s thenexisting salary payment schedule or in one lump sum paymentif appropriate.
          (e) Effect of Termination by Employer For Cause. In the eventExecutive’s employment is terminated by Employer for Cause, or in theevent Executive voluntarily terminates his employment as contemplatedby paragraph 10(c), at any time during the Employment Term, thenEmployer shall pay to Executive his accrued but unpaid Base Salary andAnnual Bonus through the Termination Date.
          (f) Effect of Termination Upon Permanent Disability. In the eventExecutive’s employment is terminated by Employer upon the permanentdisability of Executive at any time during the Employment Term, then:
               (i) Employer shall pay to Executive(x) Executive’s accrued butunpaid Base Salary and Annual Bonus through the Termination Date, (y)Executive’s then existing Base Salary for 12 months from the datewritten notice of the termination of Executive’s employment is given byEmployer, and (z) any amount due hereunder for accrued but unusedvacation time as of the Termination Date.
               (ii) Employer, at its expense, shall make all benefit payments, onbehalf of Executive and Executive’s dependents, for such benefitsExecutive otherwise would have been entitled to receive hereunder, for12 months following the date written notice of the termination ofExecutive’semployment is given by Employer.
          (g) Effect of Wrongful or Constructive Termination. In the eventExecutive’s employment is terminated during the Employment Term (x) byEmployer for any reason other than death, Permanent Disability orCause, or (y) by Executive in circumstances constituting ConstructiveTermination, then, from and after such Termination Date:
               (i) Executive shall not be subject to thenon-competitionprovisions set forth in paragraph 8 hereof.
               (ii) Executive shall he entitled to receive the Base Salary,Annual Bonus, and benefits, which Executive reasonably would haveexpected to receive in the period from the Termination Dale to theexpiration of the Initial Term (if such Termination Date occurs morethan six (6) months prior to the expiration of the
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Initial Term) or for a period of six (6) months following theTermination Date (if such Termination Date occurs after the initialTerm or within the six-month period prior to the expiration of theinitial Term), all of which shall be paid upon the Termination Date.
     The foregoing shall be Executive’s sole and exclusive remedy forany such termination of his employment under this subparagraph 10(g).
          (h) Miscellaneous. In the event of any termination or attemptedtermination hereof: (i) if multiple events, occurrences orcircumstances are asserted as bases for such termination or attemptedtermination, the event, occurrence or circumstance that is earliest intime, and any termination or attempted termination found to be properhereunder based thereon, shall take precedence over the others; (ii) notermination of this Employment Agreement shall relieve or releaseeither party from liability hereunder based on any breach of the termshereof by such party occurring prior to the Termination Date; and (iii)the terms of this Employment Agreement relevant to performance orsatisfaction of any obligation hereunder expressly remaining to beperformed or satisfied in whole or in part at the Termination Dateshall continue in force until such full performance or satisfaction hasbeen accomplished and otherwise neither party hereto shall have anyother or further remaining obligations to other party hereunder.
          (i) NoSet-off; No Duty of Mitigation. Subject to paragraph 6(h),there shall be no right of setoff or counterclaim, in respect of anyactual or alleged claim, debt or obligation, against any payments orbenefits required to be made or provided to Executive hereunder(including, without limitation, pursuant to subparagraphs10(f) and (g) above). In the event of any termination of Executive’s employment underthis paragraph 10, Executive shall be under no obligation to seekother employment and shall be entitled to all payments or benefitsrequired to be made or provided to Executive hereunder, without anyduty of mitigation of damages and regardless of any other employmentobtained by Executive.
     11. InjunctiveRelief. It is agreed that the services of Executiveare unique and that any breach or threatened breach by Executive of anyprovision of this Employment Agreement cannot be remedied solely bydamages, Accordingly, in the event of a breach by Executive of hisobligations under this Employment Agreement, Employer shall be entitledto seek and obtain interim restraints and permanent injunctive reliefwithout proving the inadequacy of damages as a remedy, restrainingExecutive and any business, firm, partnership, individual, corporationor entity participating in such breach or attempted breach. Nothingherein, however, shall be construed as prohibiting Employer frompursuing any other remedies available at law or in equity for suchbreach or threatened breach, including the recovery of damages and thetermination of the services of Executive.
     12. Arbitration. Any dispute or controversy arising out of orrelating to this Employment Agreement or any claimed breach hereof shallbe settled, at the request of either party, by an arbitration proceedingconducted in accordance with the rules of the American ArbitrationAssociation (“AAA”), with the award determined to be appropriate by thearbitrator therein to be final, non-appealable and binding on theparties hereto, and with judgement upon such award as is rendered in anysuch arbitration proceeding available for entry and enforcement in anycourt having jurisdiction of the parties hereto. The arbitrator shall bean impartial arbitrator qualified to serve in accordance with the rulesof the AAA and shall be reasonably acceptable to each of the Employerand the Executive. If no such acceptable arbitrator is so appointedwithin 15 days after the initial
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request for arbitration of such disputed    matter, each of the parties promptly shall designate a person qualified to    serve as an arbitrator in accordance with the rules of the AAA, and the two    persons so designated promptly shall select the arbitrator from among those    persons qualified to serve in accordance with the rules of the AAA. The arbitration    shall be held in the greater Northern Virginia area, or in such other place    as may be agreed upon at the time by the parties. The expenses of the arbitration    proceeding shall be borne by Employer, but the arbitrator’s award may    provide that Executive shall reimburse Employer for an equitable share of    such expenses if Executive is not the prevailing party on any of the issues    involved in such arbitration. Employer shall pay for and bear the cost of    its own and Executive’s experts, evidence and counsel in such arbitration    proceeding, but the arbitrator’s award may provide that, in addition    to any other amounts or relief due to Employer, Executive shall reimburse    Employer on demand for all of such costs of Executive’s experts, evidence    and counsel initially incurred by Employer, to the extent the award finds    such costs properly allocable to any issue(s) in dispute as to which the award    indicates the Employer to be the prevailing party.  
     13. Indemnification.  
          (a) The    Company (the “Indemnifying Party”) shall indemnify Executive to    the fullest extent permitted by Delaware law as in effect on the date hereof    against all costs, expenses, liabilities and losses (including, without limitation,    attorneys’ fees, judgments, penalties and amounts paid in settlement)    reasonably incurred by Executive in connection with any action suit or proceeding,    whether civil, criminal, administrative or investigative in which Executive    is made, or is threatened to be made, a party to or a witness in such action,    suit or proceeding by reason of the fact that he is or was an officer, director,    consultant, agent or Executive of the Company or of any of its controlled    affiliates or is or was serving as an officer, consultant director, member,    Executive, trustee, agent or fiduciary of any other entity at the request    of the Company (a “Proceeding”)  
          (b) The Indemnifying Party shall advance to Executive allreasonable costs and expenses incurred by him in connection with aProceeding within 20 days after receipt by the Indemnifying Party of awritten request for such advance, accompanied by an itemized list ofthe costs and expenses and Executive’s written undertaking to repay tothe Indemnifying Party on demand the amount of such advance if it shallultimately be determined that Executive is not entitled to beindemnified against such costs and expenses.  
          (c) The    indemnification provided to Executive hereunder is in addition to, and not    in lieu of, any additional indemnification to which he may be entitled pursuant    to the Certificate of Incorporation or Bylaws of the Indemnifying Party, any    insurance maintained by the Company from time to time providing coverage to    Executive and ether officers and directors of the Company, or any separate    written agreement between Executive and the Company or one of its controlled    affiliates. The provisions of this paragraph 13 shall survive any termination    of this Employment Agreement.  
     14. Amendment    and Modification. This Employment Agreement contains the entire agreement    between the parties with respect to the subject matter hereof, and supersedes    any and all prior agreements, arrangements or understandings between the parties    hereto with respect to the subject matter hereof whether written or oral.    Subject to applicable law, this Employment Agreement may be amended, modified    and  
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supplemented by written agreement of Employer and Executive withrespect to any of the terms contained herein.  
     15. Waiver    of Compliance. Any failure of either party to comply with any obligation,    covenant, agreement or condition on its part contained herein may be expressly    waived in writing by the other party, but such waiver or failure to insist    upon strict compliance shall not operate as a waiver of, or estoppel with    respect to any subsequent or other failure. Whenever this Employment Agreement    requires or permits consent by or on behalf of any party, such consent shall    be given in writing.  
     16. Notices.    All notices, requests, demands and other communications required or permitted    hereunder shall be in writing and shall be deemed to have been duly given    if delivered by hand, sent by registered or certified U.S. Mail, postage prepaid,    commercial overnight courier service or transmitted by facsimile and shall    be deemed served or delivered to the addressee at the address for such notice    specified below when hand delivered, upon confirmation of sending when sent    by fax, on the day after being sent when sent by overnight delivery or five    (5) days after having been mailed, certified or registered, with postage    prepaid:     If to Emoloyer: If to Executive:XO Communications, Inc. John H. Jacquay11111 Sunset Hills Road At such address as shall be reflectedReston, VA 20190 in Employer’s payroll recordsFacsimile: 703-547-2025  Attention: General Counsel  
or, in the case of either such party,    to such substitute address as such party may designate from time to time for    purposes of notices to be given to such party hereunder which substitute address    shall be designated as such in a written notice given to the other party addressed    as aforesaide.  
     17. Assignment.    This Employment Agreement shall inure to the benefit of Executive and Employer    and be binding upon the successors and general assigns of Employer. This Employment    Agreement shall not be assignable, except to the extent set forth in paragraph    20.  
     18. Enforceability.    In the event it is determined that this Employment Agreement is unenforceable    in any respect, it is the mutual intent of the parties that it be construed    to apply and be enforceable to the maximum extent permitted by applicable    law.  
     19. Applicable    Law. This Employment Agreement shall be construed and enforced in accordance    with the laws applicable to contracts executed, delivered and fully to be    performed in the State of Virginia.  
     20. Beneficiaries:    Executive’s Representative. Executive shall be entitled to select (and    to change, from time to time, except to the extent prohibited under any applicable    law) a beneficiary or beneficiaries to receive any payments, distributions    or benefits to be made or distributed hereunder upon or following Executive’s    death. Any such designation shall be made by written notice to Employer. In    the event of Executive’s death or of a judicial determination of Executive’s    incompetence, references in this Agreement to Executive shall be deemed, as    appropriate, to refer to his designated beneficiary, to his estate or to his    executor or personal representative (“Executives Representative”)    solely for the purpose of providing a clear mechanism for  
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the exercise of Executive’s rights hereunder in the Case ofExecutive’s death Or Permanent Disability.
     21. Bankruptcy    Court Approval. Although the Company believes it may enter into this Employment    agreement in the ordinary course of its Business, out of an abundance of caution,    the Company shall seek Bankruptcy Court approval hereof.  
     IN WITNESS WHEREOF, the parties have executed this EmploymentAgreement to be effective on and as of the day and year first abovewritten.
XO COMMUNICATIONS, INC.
By: /s/ DANIEL F. AKERSON    Name:Daniel F. Akerson