“Competing Business” means any business engaged in owning or operating fiber networks.“Executive Preferred Units” has the meaning specified in the Preamble to thisAgreement.“Expiration Date” has the meaning specified in Section 2 of this Agreement.“Fair Market Value” has the meaning set forth in the LLC Agreement.“Good Reason” means the occurrence of any of the following events: (A) a substantialadverse change in the nature or scope of Executive’s responsibilities, authorities, powers,functions or duties attached to Executive’s position with the Company or any of its Subsidiaries asof the date of this Agreement, (B) the relocation of the offices at which Executive is principallyemployed to any other location that is more than 75 miles from the current location of such officesor (C) Executive’s title as of the date of this Agreement is changed in any manner, other than as aresult of a promotion. Notwithstanding the foregoing, the occurrence of any event specified inparagraphs (A), (B) or (C) shall not be deemed to be “Good Reason” if Executive fails tovoluntarily terminate his employment under this Agreement within sixty (60) days following suchevent.“Protected Territory” shall mean, prior to the Termination Date, the world, andcommencing on and after the Termination Date, shall include the United States and any othergeographic area in which the Company or any of its Subsidiaries conducts business as of theTermination Date, or has developed an intention to conduct business in such geographic area on orbefore the Termination Date and for which the Company or any of its Subsidiaries has prepared orcommissioned the preparation of a business plan or study on or before the Termination Date.“Termination Date” shall mean the date the Executive’s employment with the Company orany of its Subsidiaries is terminated, whether by the Executive or the Company or any of itsSubsidiaries     Confidential Page 2 9/7/2011
 
 

 
2. Term. The term of this Agreement shall be for a period commencing on October 31,2010 and ending three (3) years thereafter, subject to the terms and conditions below.Notwithstanding the foregoing, in the event the Executive’s employment with the Company or any ofits Subsidiaries is terminated by the Company or any of its Subsidiaries for any reason other thanfor Cause, including, but not limited to, by reason of death or disability, then the term of thisAgreement (including all restrictions contained in Section 3) shall immediately expire and be of nofurther force or effect. For the avoidance of doubt, in the event the Executive’s employment withthe Company or any of its Subsidiaries is terminated by the Company or any of its Subsidiaries forCause OR if Executive voluntarily terminates his employment with the Company or any of itsSubsidiaries for any reason other than Good Reason, then the term of this Agreement (including allrestrictions contained in Section 3) shall continue in full force and effect for the full three (3)term referenced above. Notwithstanding the foregoing, in the event the Company elects and/orappoints a Chairman of the Board other than Executive (without Executive’s approval), thenExecutive shall have the right (but not the obligation) to elect one of the following options: (i)if Executive elects to have full and immediate acceleration of vesting on all unvested ExecutivePreferred Units under the Vesting Agreement of the same date hereof, then such accelerated vestingshall immediately occur and Executive shall remain subject to all of the terms and conditions ofthis Agreement for the remainder of the three (3) year term referenced above, or (ii) if Executiveelects to not have full and immediate acceleration of vesting under such circumstances, thenExecutive shall thereafter not be subject to any of the terms and conditions of this Agreement andsuch Agreement shall immediately expire and be of no further force or effect (however, if Executiveelects this option (ii) AND continues to be employed by the Company, then Executive will be subjectto the terms and conditions of this Agreement ONLY for as long as Executive’s employment with theCompany continues — after which such restrictions shall immediately expire). If Executive isgoing to exercise the above referenced election, the Executive must do so within sixty (60) days ofthe date the Chairman is elected and/or appointed.. For the avoidance of doubt, the above twooptions are not conditioned on or subject to the termination of Executive’s employment with Companyor any of its Subsidiaries.3. Noncompetition and Nonsolicitation.(a) Noncompetition. During the term of this Agreement, the Executive agreesthat Executive will not, singly, jointly, or as a partner, member, Executive, agent,officer, director, stockholder, equity holder, lender, consultant, independent contractor,or joint venturer of any other Person, or in any other capacity, directly, indirectly orbeneficially (except (i) as a passive holder of not more than one percent (1%) of theoutstanding stock of any company listed on a national securities exchange, or activelytraded in a national over-the-counter market, (ii) as a passive participant in any venturecapital fund where his interest therein does not exceed one percent (1%) of the totalcapital commitments, or (iii) as Executive Chairman of EnVysion, (iv) as an employee,manager, director or owner of MCCC ICG Holdings LLC, or (v) as a director or owner of GTSGroup (i.e. Consortium 1 S.a.r.l. and its affiliated companies) (collectively,“Permitted Activities”)), own, manage, operate, join, control, or participate in theownership, management, operation or control of, or permit the use of his name by, or workfor, or provide consulting, financial or other assistance to, or be connected in any mannerwith, a Competing Business within the Protected Territory;     Confidential Page 3 9/7/2011
 
 

 
(b) Nonsolicitation. During the term of this Agreement, the Executive agreesthat Executive will not, singly, jointly, or as a partner, member, employee, agent, officer,director, stockholder, equity holder, lender, consultant, independent contractor, or jointventurer of any other Person, or in any other capacity, directly, indirectly or beneficially(except for Permitted Activities) induce or attempt to induce (i) any Person which is acustomer of the Company or any of its Subsidiaries, or which otherwise is a contractingparty with the Company or any of its Subsidiaries, as of the date hereof or at any timehereafter during the term of this Agreement, to terminate, alter or amend any written ororal agreement or understanding with the Company or any of its Subsidiaries, or (ii) anyPerson which is an employee or contractor of the Company or any of its Subsidiaries as ofthe date hereof or at any time hereafter during the term of this Agreement, to terminate orotherwise separate their employment or contractor arrangement with the Company or any of itsSubsidiaries.4. Injunctive Relief. The Executive agrees that the breach of this Agreement by suchExecutive will cause irreparable damage to the Company and that in the event of such breach theCompany shall have, in addition to any and all remedies of law, the right to an injunction,specific performance or other equitable relief to prevent the violation of the Executive’sobligations hereunder.5. Amendments; Waiver. Any amendment to or modification of this Agreement, and anywaiver of any provision hereof, shall be in writing and shall require the prior written approval ofthe Company. Any waiver by the Company of a breach of any provision of this Agreement shall notoperate or be construed as a waiver of any subsequent breach hereof.6. Enforcement. The Company and the Executive agree that the covenants set forth inthis Agreement shall be enforced to the fullest extent permitted by law. Accordingly if, in anyjudicial or similar proceedings, a court or any similar judicial body shall determine that suchcovenant is unenforceable because it covers too extensive a geographical area or survives too longa period of time, or for any other reason, then the parties intend that such covenant shall bedeemed to cover only such maximum geographical area and maximum period of time, and shall otherwisebe deemed to be limited in such manner, as will permit enforceability by such court or similarbody. The Company and the Executive further agree that covenants set forth in this Agreement arereasonable in all the circumstances for the protection of the legitimate interests of the Companyand its Members. In the event that any one or more of such covenants shall, either taken by itselfor themselves together, be adjudged to go beyond what is reasonable in all the circumstances forthe protection of the interests of the Company and its Members, but would be adjudged reasonable ifany particular covenant or covenants or parts thereof were deleted, restricted or limited in aparticular manner, then the said covenants shall apply with such deletions, restrictions orlimitations, as the case may be.7. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Delaware applicable to contracts made and to be performed therein.8. Consent to Jurisdiction. The Executive hereby agrees to submit to the exclusivejurisdiction of the court in and of the State of Delaware and to the courts to which the decisionsof appeal of such courts may be taken and consents that service of process with respect to allcourts in and of the State of Delaware may be made by registered mail to Executive’s address setforth on page 1 hereof.     Confidential Page 4 9/7/2011
 
 

 
9. Successors and Assigns. The Company shall have the right to assign this Agreementto its successors and assigns, and all covenants and agreements hereunder shall inure to thebenefit of and be enforceable by said successors or assigns; provided, however, that the partieshereto agree that in the event of any such assignment by the Company, the phrase “CompetingBusiness” shall, for purposes of being applied to Executive’s obligations hereunder to theassignee, be limited to the business of the Company as of the date of such assignment.10. Captions; Gender and Number. The captions of the sections of this Agreement arefor convenience of reference only and in no way define, limit or affect the scope or substance ofany section of this Agreement. The gender and number used in this Agreement are used as referenceterms only and shall apply with the same effect whether the parties are of the masculine, neuter orfeminine gender, corporate or other form, and the singular shall likewise include the plural.11. Entire Agreement. This Agreement and each related agreement to which theundersigned are a party constitute the full and entire understanding and agreement between theparties with regard to the subjects hereof and thereof and supersede all prior agreements andunderstandings, whether oral or written, with respect thereto and hereto.**[Remainder of page intentionally left blank]**     Confidential Page 5 9/7/2011
 
 

 
IN WITNESS WHEREOF, this Agreement has been executed as of the date and year first abovewritten.         **COMPANY:**           COMMUNICATIONS INFRASTRUCTURE INVESTMENTS, LLC           By: /s/ Scott Beer           Name:  Scott Beer    Title:  General Counsel           **EXECUTIVE**:     /s/ Dan Caruso         Dan Caruso       Confidential Page 6 9/7/2011