Exhibit 10.9
**EMPLOYMENT AGREEMENT**
     ThisEmployment Agreement is entered into by and between Gary D. Begeman(“Executive”) and NEXTLINK Communications, Inc., a Delaware corporation(“Employer” or the “Company”), to be effective onand as of November 20, 1999.
WITNESSETH:
     WHEREAS, Employer is engaged in the business of providing high-quality,non-mobile telecommunications services to the rapidly growingbusiness market.
     WHEREAS, Executive has skills and experience in legal matters generallyand with NEXTLINK’s business specifically; and
     WHEREAS, Employer desires to obtain Executive’s services for the conductof its Business, and Executive desires to be employed in such Business by andfor Employer;
     NOW, THEREFORE, in consideration of the premises and the mutual covenantsherein set forth, the parties hereto agree as follows:
     1.     Employment. Employer hereby employs Executive as Vice Presidentand General Counsel, and Executive hereby accepts such employment uponthe terms and conditions hereinafter set forth.
     2.     Duties.
          a. Executive shall serve as Vice President and General Counsel, andSecretary to the Board of Directors of Employer, and shall perform hisservices as such within the framework of the policies, objectives and Bylaws of Employer.
          b. Executive shall devote substantially all his business time, attentionand energies to the performance of his duties and functions under thisEmployment Agreement and shall not during the term of his employment hereunder beengaged in any other substantial business activity for gain, profit or otherpecuniary advantage. Executive shall faithfully, loyally and diligently perform his assignedduties and functions and shall not engage in any activities whatsoever which conflict with hisobligations to Employer during the term of his employment hereunder. Notwithstanding theforegoing, Executive may be a party to, and perform the services contemplated by, theConsulting Services Agreement dated as of November 20, 1999 between Executive andNEXTEL Communications, Inc.
     3.     Term. The term of this Employment Agreement shall commence on thedate hereof (the “Commencement Date”) and, unless terminated earlier pursuantto paragraph 12 hereof, shall continue through November 20, 2002 (the “InitialTerm”), and thereafter shall continue unless and until such time as (i) eitherparty hereto notifies the other, upon sixty (60) days prior written notice,that this employment Agreement will be terminated at the end of the InitialTerm or the later expiration of such sixty day notice period, or (ii)Executive’s employment is otherwise terminated pursuant toparagraph 12
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hereof (the “Extended Term”) (the Initial Term, together with the ExtendedTerm, 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 by Executivehereunder, the following:
              a. Base Salary, During the Employment Term, the Company shall pay toExecutive a Base Salary of $250,000 per annum: provided that amount of suchBase Salary shall be reviewed at least annually and may, in Employer’s solediscretion, be increased by Employer from time to time during the EmploymentTerm (with the first such review to occur during September, 2000) in light ofthe conditions then existing and the services then being rendered by Executive,in which case Executive’s Base Salary shall be such higher amount as may bedetermined by Employer (such annual Base Salary, as in effect from time totime, being referred to herein as the “Base Salary”. The Base Salary shall bepayable in accordance with Employer’s normal payroll schedule, less appropriatedeductions for federal, state and local income taxes, FICA contributions andany other deductions required by law 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 yearbeing referred to as an “Annual Bonus Period”), in an amount, if any, as may bedetermined by the Compensation Committee and/or the Board of Directors in their completediscretion, with a target of 60% of the Base Salary payable during such Annual BonusPeriod, based on executive’s performance against objectives for the prior year of service.Notwithstanding the foregoing, the Annual Bonus for 2000, based onperformance during Executive’s employment during 1999 and payable before February 28, 2000,shall be $110,000. Each Annual Bonus shall be payable in accordance with Employer’snormal annual bonus payment schedule (except as modified by the priorsentence), less appropriate deductions for federal, state, and local incometaxes, FICA contributions and any other deductions required by law orauthorized by Executive.
              c.Options.
          (i) Grantof Compensatory Options. Employer agrees to grant toExecutive, pursuant to Employer’s Stock Option Plan (“Plan”) and subject to theterms and conditions set forth in this paragraph 4(c), an option to acquire100,000 shares (the “Compensatory Options”) of Employer’sClass A voting common stock (“Common Stock”) on theterms set forth in Annex A hereto. The shares ofEmployer’s Common Stock that will be issued on exercise of the CompensatoryOptions are among the Shares covered by the Form S-8 Registration Statementpreviously filed and currently in effect covering awards made under the Plan,such that, upon issuance and distribution of such shares to Executive, thereare no restrictions under federal or state securities laws on the furthertransfer of such shares, other than restrictions imposed by virtue ofExecutive’s status as an officer or director of the Company or as may otherwisebe imposed by law with respect to unrestricted shares. In addition, the Companyshall ensure that the provisions of Rule 16b-3 under the Securities ExchangeAct of 1934, as amended (“Exchange Act”) are applicable to the grant anddistribution of the Compensatory Options, and that the distribution of theCompensatory Options shall not
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constitute a “purchase” of the Common Stock pursuant to Section 16(b) of theExchange Act.
          (ii) Grant of Inducement Options. At or prior to the execution ofthis Agreement and subject to the terms and conditions set forth in thisparagraph 4(c), the Employer shall grant to Executive, pursuant to the Plan, anoption to acquire another 68,000 shares of Employer’s Common Stock on the termsset forth in Annex A hereto (the “Inducement Options”). The shares ofEmployer’s Common Stock that will be issued on exercise of the InducementOptions are among the shares covered by the Form S-8 Registration Statementpreviously filed and currently in effect covering awards made under the Plan,such that, upon issuance and distribution of such shares to Executive, thereare no restrictions under federal or state securities laws or regulations onthe further transfer of such shares, other than restrictions imposed by virtueof Executive’s status as an officer or director of the Company or as otherwisemay be imposed by law with respect to unrestricted shares. In addition, theEmployer shall exercise its best efforts to ensure that the provisions of Rule16b-3 under the Exchange Act are applicable to the grant of the InducementOptions and any subsequent distribution of the shares issued upon exercisethereof, and that the distribution of such shares to Executive shall notconstitute a “purchase” of Common Stock pursuant to Section 16(b)of theExchange Act. The Compensatory Options and the Inducement options arecollectively referred to as the “Options”.
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          (iii) Vesting. The Options shall be subject to vesting schedules, asfollows;     **Number of Years of Continuous** **Shares Available****Employment from the Effective** **upon Exercise of the****Date of this Agreement** **Compensatory Option** 1  25,000 2  25,000 3  25,000 4  25,000        **Shares Available**  **upon Exercise of the****Vesting Date** **Inducement Options**  March 31, 2001  39,200  March 31, 2002  18,400  March 31, 2003  10,400 
                Executive may, in his sole discretion, elect to defer vesting of theCompensatory or the inducement Options by delivering to the Employer a writtennotice of such election no later than December 31 of the calendar yearimmediately preceding the calendar year in which such vesting would otherwiseoccur. Any such election shall be irrevocable and shall set a specific date forthe vesting of such Options; provided that Executive may also specify that theapplicable Options shall vest on the earlier of such specified date or thetermination of Executive’s employment hereunder. In the event of such election,Executive shall indemnify and hold harmless Employer from any and allwithholding amounts and penalties and interest associated therewith that may beassessed by the Internal Revenue Service or any relevant state of local taxingauthority in connection with any such deferral by Executive in the vesting ofany of the Options and the recognition of income associated therewith.
          (iv) Termination. Upon termination of employment for any reason otherthan (w) termination by Employer other than for Cause, (x) permanent disability(as defined below) or (y) death or (z) by Executive upon establishment ofConstructive Termination or upon a Change in Control, the unvested portion (ifany) of the Options shall immediately expire and be forfeited. If terminationof employment occurs because of permanent disability or death, Executive shallbe deemed to have one additional year of continuous employment from the date ofdeath or permanent disability for purposes of applying the vesting schedules.If termination of employment occurs upon establishment of ConstructiveTermination or upon a Change in Control, vesting of the Options shall occurupon the consummation of such Change in Control, or upon final effectiveness ofsuch Constructive Termination.
          (v) Exerciseof, Options. Executive’s right to exercise the Optionsshall be governed by the terms of the Employer’s Stock Option Plan and theindividual option letter agreements issued to Executive.
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          (vi) Withholding. Upon the vesting of any Compensatory Options, or inconnection with the exercise of any Inducement Options, Executive shall pay toEmployer an amount equal to such amount as Employer shall be obligated to remitto the Internal Revenue Service or any relevant state or local taxing authorityas withholding attributable to the compensation evidenced by the CompensatoryOptions that have vested. At the discretion of the Compensation Committee,Executive may pay such amount either in cash or by delivery to the Company of anumber of shares of Common Stock (or proceeds from the sale thereof) having aFair Market Value equal to such withholding amount (which delivery may be madeby an instruction to the Company to retain a portion of the shares availableupon exercise of the Compensatory Options, or shares available upon exercise ofInducement Options, otherwise distributable to Executive or by an instructionto the selling broker to remit such sales proceeds, otherwise distributable toExecutive, to the Company).
          (vii) Adjustments. In the event that the Common Stock is changed intoor exchanged for a different number or kind of securities of Employer or ofanother entity (by reason of merger, consolidation, recapitalization,reclassification, stock split, stock dividend, stock combination or otherwise),or if there is a distribution of cash, securities or other property made to theholders of the Common Stock (other than cash dividends made out of currentearnings of Employer) then an appropriate and equitable adjustment shall bemade in the number and kind of securities issuable upon exercise of the Optionshereunder, with a view towards preserving the value to Executive of the rightsgranted pursuant to this paragraph 4(c). Without limiting the generality of theforegoing, in the event that an adjustment is required pursuant to the terms ofany options, warrants or convertible securities of Employer pursuant to anyevent of the kind specified above, at least an equivalent adjustment shall berequired pursuant to this paragraph 4(c)(vii). In the event any adjustment isrequired under this paragraph 4(c)(vii), appropriate conforming adjustmentshall be made to the exercise price of the Inducement Options, as appropriate,to all references to numbers of Compensatory Options and/or to the number ofshares covered by the Inducement Options, as appropriate, contained in thisparagraph 4(c), to the definition of Common Stock, and to any other provisionsof this paragraph 4(c) as necessary to accomplish the intent of thissubparagraph (vii).
               5.Certain Definitions. For purposes of thisAgreement:
     “Change of Control” shall mean the occurrence of any of the followingevents:
               (A) The Company is merged or consolidated or reorganizedinto or with another company or other legal entity, other than a merger orconsolidation or reorganization into or with a company or other legal entity that is anaffiliate of Craig O. McCaw, and as a result of such merger, consolidation or reorganizationless than a majority of the combined voting power of the then-outstanding securitiesof such company or person immediately after such transaction is held directly orindirectly in the aggregate by the holders of voting securities of the Company immediatelyprior to such sale or transfer, including voting securities issuable upon exercise orconversion of options, warrants or other securities or rights;
               (B)  The Company sells or otherwise transfers all orsubstantially all of its assets to any other company or other legal entity,other than a such a sale or transfer to a company or other legal entity that isan affiliate of Craig O.
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McCaw, and as a result of such sale or other transfer of assets, less than amajority of the combined voting power of the then-outstanding securities ofsuch company or person immediately after such sale or transfer is held directlyor indirectly in the aggregate by the holders of voting securities of theCompany immediately prior to such sale or transfer, including voting securitiesissuable upon exercise or conversion of options, warrants or other securitiesor rights;
          (C) There is a report filed on Schedule 13D or Schedule 14D-1(or any successor schedule, form or report), each as promulgated pursuantto the Securities Exchange Act of 1934, as amended (the “Exchange Act”),disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section14(d)(2) of the Exchange Act) other than Craig 0. McCaw and his affiliates has become thebeneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or anysuccessor rule or regulation promulgated under the Exchange Act) of securitiesrepresenting 50% or more of the voting securities of the Company, including voting securitiesissuable upon exercise or conversion of options, warrants or other securities or rights;
          (D) Notwithstanding the foregoing provisions of subparagraphs(A), (B), (C) and (D) hereof, a “Change of Control” shall not be deemed tohave occurredsolely because Craig O. McCaw or one or more of his affiliates, or theAmpersand Trustor a combination thereof, has converted some or all of the shares of ClassB commonstock of the Company held by any of them into shares of Class A commonstock of theCompany.
          (E) Notwithstanding the foregoing provisions of subparagraphs(C) and (D) hereof, a “Change of Control” shall not be deemed to haveoccurred solelybecause (x) the Company, (y) an entity in which the Company directly orindirectlybeneficially owns 50% or more of the voting securities, or (z) anyCompany-sponsoredemployee stock ownership plan or other employee benefit plan of theCompany, eitherfiles or becomes obligated to file a report or proxy statement under or inresponse toSchedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successorschedule,form or report or item therein) under the Exchange Act, disclosingbeneficial ownershipby it of voting securities, whether in excess of 50% or otherwise, orbecause theCompany reports that a change of control of the Company has or may haveoccurred orwill or may occur in the future by reason of such beneficialownership.
          (F) Notwithstanding the foregoing provisions of subparagraphs (A)through (D) above, no Change in Control shall result, from a merger,consolidation or reorganization of the Company with any entity in which EagleRiver Investments, L.L.C. has prior to such merger, consolidation orreorganization invested at least $10,000,000 in equity.
     “Fair Market Value” of a share of Common Stock shall mean, as of any givendate, (i) the closing price of a share of Common Stock on the principal exchangeon which Common Stock then trades, if any, on the day previous to such date,or, if shares were not traded on the day previous to such date, then on thenext preceding trading day during which a sale occurred; or (ii) if such CommonStock is not traded on an exchange but is quoted on NASDAQ or a successorquotation system. (1) the last sales price (if the Common Stock is then listedas a National Market issue under the NASDAQ National Market System) or (2) themean between the closing representative bid and asked prices (in all othercases) for the Common Stock on the day previous to
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such date (or, if shares were not traded on the day previous to such date,then on the next preceding trading day during which a sale occurred), asreported by NASDAQ or such successor quotation systems.
          “Cause”shall have the meaning ascribed in Paragraph 12(b) below.
          “Permanent Disability” shall have the same meaning as “permanent and totaldisability,” as defined in the Employer’s Stock Option Plan.
     6.     Additional Options The Compensation Committee of the Board ofDirectors of Employer may, in its discretion, grant to Executive, pursuant toEmployer’s Stock Option Plan, additional options to acquire shares ofEmployer’s Common Stock (“Additional Options”). Except as otherwise providedherein, the terms and conditions of such Additional Options shall be asdetermined by Employer in its sole discretion. Executive’s rights with respectto any Additional Options shall be separate from (and in addition to) therights set forth In paragraph 4(c) above with respect to the CompensatoryOptions and Inducement Options.
     7.     Benefits. During the Employment Term, Executive shall be entitled toparticipate in all group health, major medical, pension and profitsharing, 401 (k) andother benefit plans maintained by Employer and provided generally to itsexecutiveofficers, on the same terms as apply to participation therein bymanagement generally(except as otherwise provided herein). Further, during the EmploymentTerm, Executiveshall be entitled to participate in all fringe benefit programs and shallreceive allperquisites if and to the extent that Employer establishes and makes suchbenefits andperquisites available to management generally, including, but not limitedto, Employer-paid long-term disability insurance and life insurance coverage.
     8.     Expenses. During the Employment Term, Employer shall reimburseExecutive for all reasonable travel, entertainment and other businessexpenses incurredor paid by Executive in performing his duties and functions hereunder.
     9.     Vacations. Executive shall be entitled to such vacations,holidays, sick leave and personal time off as is allowed under the policies ofEmployer to management generally (except as otherwise provided herein).
     10.     Non-Competition. During the Employment Term and (except as providedin paragraph 72 herein) for a period of two years thereafter, Executiveshall not enter into or participate in any business competitive to the Business carried onby Employer, provided that this paragraph 10 shall not prohibit Executive, after theEmployment Term, from engaging (whether alone or as member of or in association with a lawfirm) in the private practice of law, or otherwise providing legal services to anyperson, entity, group or organization in any manner not involving a breach of Executive’sobligations pursuant to paragraph 11 hereunder. The provisions of this paragraph 10 shallsurvive the expiration and/or termination of this Employment Agreement.
     11.     Confidential Information. During the Employment Term and for a periodof two years thereafter, Executive will not use for his own advantage ordisclose anyproprietary or confidential information relating to the businessoperations or properties ofEmployer, any affiliate of Employer or any of their respective customers,suppliers,
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landlords, licensors or licensees. Upon the expiration or termination of theEmployment Term, upon Employer’s request, Executive will surrender and deliverto Employer all documents and information of every kind relating to orconnected with Employer and its affiliates and their respective businesses,customers, suppliers, landlord, licensors and licensees. The foregoingconfidential information provisions shall not apply to informationwhich; (i) is or becomes publicly known through no wrongful act of the Executive, (ii) isrightfully received from any third party without restriction and without breachby Executive of this Employment Agreement; or (iii) is independently developedby Executive after the term of his employment hereunder or is independentlydeveloped by a competitor of Employer at any time. The provisions of thisparagraph 11 shall survive the expiration and/or termination of this EmploymentAgreement.
     12.     Termination.
               a. Automatic Termination Upon Death. In the event of Executive’sdeath during the Employment Term, Executive’s employment hereunder shallbeautomatically terminated upon the date of death. As soon as reasonablypracticablefollowing Executive’s death, Employer shall pay to Executive’sRepresentative (definedbelow in paragraph 22)(i) Executive’s accrued but unpaid Base Salary andAnnualBonus, through the last day of the month of his death, and (ii) any amountduehereunder for accrued but unused vacation time as of the date of death. Inaddition,Executive’s Representative shall be entitled to exercise Executive’srights with respect tothe Compensatory Options and/or the Inducement Options, as appropriate, asset forthin Paragraph 4(c) above, and Executive’s rights with respect to theOptions (other thanthe Inducement options), as provided herein and in the stock optionagreement(s)pertaining thereto.
               b. Termination by Employer. During the Initial Term, Employer shallbe entitled to terminate Executive’s employment hereunder only upon theestablishmentof “Cause” or the “Permanent Disability” of Executive (as those terms aredefined below)by giving written notice to that effect to Executive. During any ExtendedTerm, Employershall be entitled to terminate Executive’s employment hereunder (i) upontheestablishment of Cause or the Permanent Disability of Executive, by givingwritten noticeto that effect to Executive or (ii) for any other reason or for no reasonupon 6 monthsprior written notice to Executive.
                    For purposes hereof, the term “Cause” means either (1) Executive’s failureto substantially perform his duties and functions as contemplated hereunder, ifsuch failure constitutes gross neglect or willful malfeasance; (2) Executive’scommitting fraud or embezzlement or otherwise engaging in conduct that resultsin Executive being convicted of a felony from which all appeals have beenexhausted; (3) Executive’s intentionally acting in a manner which is materiallydetrimental or damaging to Employer’s reputation, business, operations or relationswith its employees, suppliers or customers, without taking reasonable steps toremedy such actions promptly after receiving written notice thereof fromEmployer; (4) Executive’s chronic or habitual abuse of alcohol or prescriptiondrugs or controlled substances; or (5) Executive’s committing any othermaterial breach of this Employment Agreement without taking reasonable steps tocease or remedy 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.
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               Forpurposes hereof the term “Permanent Disability” means: (i) Executive’sfailure to devote full normal working time as required herein to his employmenthereunder for a period of at least 90 consecutive normal business days (or forat least a majority of the normal business days in any consecutive 180-dayperiod); and (ii) the existence of an illness or incapacity (either physical ormental) affecting Executive which, in the reasonable opinion of a QualifiedPhysician, is likely to be of such character or severity that Executive would beunable to resume devoting his full normal working time, as required herein, tohis employment hereunder for a period of at least nine consecutive months; theterm “Qualified Physician” means an impartial physician competent to diagnoseand treat the illness or condition which Executive is believed to be suffering,selected by Employer and reasonably acceptable to Executive (or if Executive isthen incapable of acting for himself, Executive’s Representative), who shallhave personally examined Executive and shall have personally reviewedExecutive’s relevant medical records; provided Employer shall bear the costsof such Qualified Physician’s services and Executive agrees to submit to anexamination by such Qualified Physician and to the disclosure of Executive’srelevant medical records to such Qualified Physician.
               The date upon which any termination effected pursuant to this subparagraph12(b) shall be effective is set forth in subparagraph 12(d), and the effect ofany such termination shall be as described in subparagraphs 12(e) and (f).
          c. Termination by Executive. During the Initial Term, Executive shallbe entitled to terminate his employment hereunder only upon the establishment of “Constructive Termination” (as that term is defined below) or upon aChange of Control, by giving written notice to that effect toEmployer. During any ExtendedTerm. Executive shall be entitled to terminate his employment hereunder (i) upon theestablishment of Constructive Termination or upon a Change of Control, by giving notice tothat effect to Employer or (ii) for any other reason or for no reason upon 6 months priorwritten notice to Employer.
               For purposes hereof, “Constructive Termination” shall mean Executive’stermination of his employment hereunder as a direct result of (i) a reductionin Executive’s initial Base Salary or in the target Annual Bonus percentage,(ii) a material change in the nature or extent of Executive’s responsibilitiesthat is inconsistent with Executive’s Intended position and status hereunder,or (iii) the material breach by the Employer of any provision of this Agreementwhich continues without reasonable steps being taken to cure such breach for aperiod of 30 days after written notice thereof by Executive toEmployer.
               The date upon which any termination effected pursuant to this subparagraph12(c) shall be effective is set forth in subparagraph 12(d), and the effect ofany such termination shall be as described in subparagraphs 12(f) and (g).
          d. Termination Date. In the event Executive’s employmenthereunder is terminated for circumstances constituting Cause, PermanentDisability,Change of Control or Constructive Termination, such termination shall takeeffect uponthe termination date set forth in the written notice to that effect givenby Executive toEmployer or by Employer to Executive, as the case may be (provided that,if either partydisputes the propriety of such termination, the effective date oftermination shall be asestablished by final resolution of such dispute, whether by agreement ofthe parties or
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award of an arbitrator as contemplated herein, in favor of the propriety ofsuch termination), and in any other case termination of Executive’s employmenthereunder shall take effect on the date specified in the written noticethereof delivered by Executive to Employer or by Employer to Executive, as thecase may be (the date on which any such termination takes effect beingreferred to herein as the “Termination Date”). Employer, at its option, mayrequire Executive to continue to perform his duties hereunder until theTermination Date or pay to Executive such amount of compensation and benefitsotherwise due hereunder in accordance with Employer’s then existing salarypayment schedule or in one lump sum payment.
          e. Effect of Termination by Employer For Cause. In the eventExecutive’s employment is terminated by Employer for Cause, or in theevent Executivevoluntarily terminates his employment as contemplated by paragraph12(c)(ii), at anytime during the Employment Term, then (i) Employer shall pay to ExecutiveExecutive’saccrued but unpaid Base Salary and Annual Bonus through the TerminationDate; (ii)notwithstanding any of the provisions of Employer’s Stock Option Plan orof any optionagreement with respect thereto to the contrary, any and all of the Options(other than theInducement Options) that theretofore have vested may be exercised at anytime on orbefore the thirtieth day following such Termination Date and, If not soexercised,thereupon automatically shall be canceled; and (iii) Executive’s rightswith respect to theCompensatory Options and/or the inducement Options, as appropriate, shallbe asstated in paragraph 4(c) above.
          f. Effect of Termination Upon Permanent Disability. In the eventExecutive’s employment is terminated by Employer upon the permanentdisability ofExecutive 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 date writtennotice of the termination of Executive’s employment is given by Employer, and(z) any amount due hereunder for accrued but unused vacation time as of theTermination Date.
               (ii) Employer, at its expense, shall make all benefit payments, onbehalf of Executive and Executive’s dependents, for such benefits Executiveotherwise would have been entitled to receive hereunder, for 12 monthsfollowing the date written notice of the termination of Executive’s employmentis given by Employer.
               (iii) Withrespect to any of the Options (other than the InducementOptions) which remain unvested upon such Termination Date, notwithstanding anyprovision to the contrary in Employer’s stock Option Plan and/or any stockoption agreement with respect thereto, there shall be immediate vesting of thatportion of such unvested Options which would have vested within 12 months ofthe date written notice of the termination of Executive’s employment is givenby Employer. After giving effect to the foregoing sentence, any Options (otherthan the Inducement Options) which remain unvested shall automaticallyterminate.
               (iv) Executive’s rights with respect to the Compensatory Optionsand/or the Inducement Options, as appropriate, shall be as stated in paragraph4(c) above.
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          g.Effect of Wrongful of Constructive Termination or TerminationUpon a Change of Control.
               (1) In the event Executive’s employment is terminated during theEmployment Term by Employer other than for Cause, or by Executive incircumstances constituting Constructive Termination or upon a Change ofControl, then, from and after such Termination Date:
                    (A) Executiveshall not be subject to the non-competition provisions set forth in paragraph 10 hereof.
                    (B) Executive shall be entitled to receive the BaseSalary, Annual Bonus, and benefits, which Executive reasonably would haveexpected to receive in the period from the Termination Date to the expirationof the Initial Term (if such Termination Date occurs more than 6 months priorto the expiration of the Initial Term) or during the 6 months following thedate written notice of the termination of Executive’s employment is given byEmployer or executive, as the case may be, (if such Termination Date occursafter the Initial Term or 6 months prior to the expiration of the InitialTerm), all of which shall become effective upon the Termination Date. Thetreatment of any Options other than the inducement Options shall be governed bythe terms of the applicable granting documents and Annex A.
                    (C) Executive’s rights with respect to theCompensatory Options and/or the inducement Options, as appropriate, shallbe as stated in paragraph 4(c) above.
The foregoing shall be Executive’s sole and exclusive remedy for any suchtermination of his employment under this subparagraph 12(g).
          h. Excess Parachute Payment. In the event that Employer treats anyportion of Executive’s payments or benefits hereunder (Including, withoutlimitation, under the foregoing subparagraphs 12(f) and (g)) as an “excessparachute payment” within the meaning of Section 280G of the internal RevenueCode (“Code”) or any comparable provision of state or local tax law, or it isotherwise asserted (Including on an audit of either Employer or Executive) thatany portion of such payments or benefits is such an “excess parachute payment,”Employer shall prior to the date on which any amount of excise tax (or penaltyor interest) must be paid In respect thereof, promptly make an additional lumpsum payment in cash to Executive in an amount sufficient, after giving effectto all federal, state and other taxes and charges (including Interest andpenalties, if any) with respect to such payment to make Executive whole for alltaxes (including withholding and social security taxes) imposed under Section4999 of the Code, or any comparable provision of state or local tax law, withrespect to the “excess parachute payment” and all associated interest andpenalty amounts. Executive shall cooperate in all reasonable respects withEmployer to attempt to minimize any such tax liability.
          i. Miscellaneous. In the event of any termination or attemptedtermination hereof; (i) if multiple events, occurrences or circumstances areasserted as bases for such termination or attempted termination, the event,occurrence or circumstance that is earliest in time, and any termination orattempted termination found
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to be proper hereunder based thereon, shall take precedence over the others;(ii) no termination of this Employment Agreement shall relieve or releaseeither party from liability hereunder based on any breach of the terms hereofby such party occurring prior to the Termination Date; (iii) the terms of thisEmployment Agreement relevant to performance or satisfaction of any obligationhereunder expressly remaining to be performed or satisfied in whole or in partat the Termination Date shall continue in force until such full performance orsatisfaction has been accomplished and otherwise neither party hereto shallhave any other or further remaining obligations to other party hereunder; and(iv) the vesting and exercise provisions set forth in Employer’s Stock OptionPlan and/or any option agreement with respect to the Options (other than theInducement Options) shall continue to apply except to the extent otherwiseexpressly provided in this paragraph 12 or Annex A.
          j.No Set-off; No Duty of Mitigation. There shall be no right ofsetoff or counterclaim, in respect of any actual or alleged claim, debt orobligation, against any payments or benefits required to be made or provided toExecutive hereunder (including, without limitation, pursuant to subparagraphs12(f) and (g) above). In the event of any termination of Executive’s employmentunder this paragraph 12, Executive shall be under no obligation to seek otheremployment and shall be entitled to all payments or benefits required to bemade or provided to Executive hereunder, without any duty of mitigation ofdamages and regardless of any other employment obtained by Executive.
     13.     Injunctive Relief. It is agreed that the services of Executive areuniqueand that any breach or threatened breach by Executive of any provision ofthisEmployment Agreement cannot be remedied solely by damages. Accordingly, Intheevent of a breach by Executive of his obligations under this EmploymentAgreement,Employer shall be entitled to seek and obtain interim restraints andpermanent injunctiverelief without proving the inadequacy of damages as a remedy, restrainingExecutiveand any business, firm, partnership, individual, corporation or entityparticipating in suchbreach or attempted breach. Nothing herein, however, shall be construed asprohibitingEmployer from pursuing any other remedies available at law or in equityfor such breachor threatened breach, including the recovery of damages and thetermination of theservices of Executive.
     14.     Arbitration. Any dispute or controversy arising out of or relating tothisEmployment Agreement or any claimed breach hereof shall be settled, at therequest ofeither party, by an arbitration proceeding conducted in accordance withthe rules of theAmerican Arbitration Association (“AAA”), with the award determined to beappropriateby the arbitrator therein to be final, non-appealable and binding on theparties hereto,and with judgment upon such award as is rendered in any such arbitrationproceedingavailable for entry and enforcement in any court having jurisdiction ofthe parties hereto.The arbitrator shall be an impartial arbitrator qualified to serve inaccordance with therules of the AAA and shall be reasonably acceptable to each of theemployer and theExecutive. If no such acceptable arbitrator is so appointed within 15 daysafter the initialrequest for arbitration of such disputed matter, each of the partiespromptly shalldesignate a person qualified to serve as an arbitrator in accordance withthe rules of theAAA, and the two persons so designated promptly shall select thearbitrator from amongthose persons qualified to serve in accordance with the rules of the AAA.The arbitrationshall be held in the greater Northern Virginia area, or in such otherplace as may beagreed upon at the time by the parties. The expenses of the arbitrationproceedingshall be borne by Employer, but the arbitrator’s award may provide thatExecutive shall
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reimburse Employer for an equitable share of such expenses if Executive is notthe prevailing party on any of the issues involved in such arbitration. TheEmployer 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 awardmay provide that, in addition to any other amounts or relief due to Employer,Executive shall reimburse Employer on demand for all of such costs ofExecutive’s experts, evidence and counsel initially incurred by Employer, tothe extent the award finds such costs properly allocable to any issue(s) indispute as to which the award indicates the Employer to be the prevailingparty.
     15.     Identification.
          a. Employer shall indemnify Executive to the fullest extent permittedby Delaware law as in effect on the date hereof against all costs,expenses, liabilitiesand losses (including, without limitation, attorneys’ fees, judgments,penalties andamounts paid in settlement) reasonably incurred by Executive in connectionwith anyaction, suit or proceeding, whether civil, criminal, administrative orinvestigative in whichExecutive is made, or is threatened to be made, a party to or a witness insuch action,suit or proceeding by reason of the fact that he is or was an officer,director, consultant,agent or Executive of the Employer or of any of Employer’s controlledaffiliates or is orwas serving as an officer, consultant director, member, Executive,trustee, agent orfiduciary of any other entity at the request of the Employer (a“Proceeding”).
          b. Employer shall advance to Executive all reasonable costs andexpenses incurred by him in connection with a proceeding within 20 daysafter receipt by Employer of a written request for such advance, accompanied by an itemizedlist of the costs and expenses and Executive’s written undertaking to repay toEmployer on demand the amount of such advance if it shall ultimately be determinedthat Executive is not entitled to be indemnified against such costs and expenses.
          c. The indemnification provided to Executive hereunder is in additionto, and not in lieu of, any additional indemnification to which he may beentitled pursuant to Employer’s Certificate of Incorporation or Bylaws, anyinsurance maintained by Employer from time to time providing coverage toExecutive and other officers and directors of Employer, or any separate writtenagreement with Executive. The provisions of this paragraph 15 shall surviveany termination of this Employment Agreement.
     16.     Amendment and Modification. This Employment Agreement (includingthe Annex A hereto) contains the entire agreement between the parties withrespect tothe subject matter hereof, and supersedes any and all prior agreements,arrangementsor understandings between the parties hereto with respect to the subjectmatter hereof,whether written or oral Subject to applicable law and upon the consent ofthe Board ofDirectors of Employer, this Employment Agreement may be amended, modifiedandsupplemented by written agreement of Employer and Executive with respectto any ofthe terms contained herein.
     17. Waiver of Compliance. Any failure of either party to comply withany obligation, covenant, agreement or condition on its part containedherein may he expressly waived in writing by the other party, but such waiver or failure toinsist upon strict compliance shall not operate as a waiver of, or estoppelwith respect to, any
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subsequent or other failure. Whenever this Employment Agreement requires orpermits consent by or on behalf of any party, such consent shall be given in writing.
     18.     Notices. All notices, requests, demands and other communicationsrequired or permitted hereunder shall be in writing and shall be deemed to havebeen duly given if delivered by hand, sent by registered or certified U.S.Mail, postage prepaid, commercial overnight courier service or transmitted byfacsimile and shall be deemed served or delivered to the addressee at theaddress for such notice specified below when hand delivered, upon confirmationof sending when sent by fax, on the day after being sent when sent by overnightdelivery or five (5) days after having been mailed, certified or registered,with postage prepaid:   **If to Employer** **If to Executive:** NEXTLINK Communications, Inc. Gary D. BegemanCity Center Office 12847 Parapet Way500 108th Avenue NE, Suite 2200 Oak Hill, VA 20171Bellevue, WA 98004 Facsimile: 703-648-0045Facsimile: (425) 519-7978  Attention: President & CEO  
or, in the case of either such party,to such substitute address as such partymay designate from time to time for purposes of notices to be given to suchparty hereunder, which substitute address shall be designated as such in awritten notice given to the other party addressed as aforesaid.
     19.     Assignment. This Employment Agreement shall inure to the benefit ofExecutive and Employer and be binding upon the successors and generalassigns of Employer. This Employment Agreement shall not be assignable, except to theextentset forth in paragraph 22.
     20.     Enforceability.In the event it is determined that this EmploymentAgreement is unenforceable in any respect, it is the mutual Intent of theparties that it be construed to apply and be enforceable to the maximum extent permittedby applicable law.
     21.     Applicable Law. This Employment Agreement shall be construed andenforced in accordance with the laws applicable to contracts executed,delivered andfully to be performed in the State of Virginia.
     22.     Beneficiaries;Executive’s Representative. Executive shall beentitled toselect (and to change, from time to time, except to the extent prohibited underany applicable law) a beneficiary or beneficiaries to receive any payments,distributions or benefits to be made or distributed hereunder upon or followingExecutive’s death. Any such designation shall be made by written notice toEmployer, in the event of Executive’s death or of a judicial determination ofExecutive’s incompetence, references in this Agreement to Executive shall bedeemed, as appropriate, to refer to his designated beneficiary, to his estateor to his executor or personal representative (“Executive’s Representative”)solely for the purpose of providing a clear mechanism for the exercise ofExecutive’s rights hereunder in the case of Executive’s death or PermanentDisability.
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     IN WITNESS WHEREOF, the parties have executed this Employment Agreement tobe effective on and as of the day and year first above written.     NEXTLINK COMMUNICATIONS, INC.     By: