**Exhibit 10.23**
**ICG Communications, Inc.**
**ICG Key Employee Retention Plan**
     This Key Employee Retention Plan (this “Plan”) has been adopted by ICGCommunications, Inc., a Delaware corporation and ICG Telecom Group, Inc., aColorado corporation (collectively, “ICG”) effective as of May 3, 2004 (the“Effective Date”) for the benefit of the Participants (as hereinafter defined).
**Recitals**
     ICG hereby acknowledges as follows:
     A. ICG, directly and through certain of its subsidiaries and affiliates(collectively, the “ICG Entities”) operate telecommunications companiesoffering a broad range of telecommunication services throughout the UnitedStates (collectively, the “Businesses”).
     B. The ICG Entities currently are considering various strategictransactions, any of which is likely to have a substantial impact on the futureprospects of ICG and the Businesses. ICG believes that the Participants arecritical to the successful accomplishment of any such transaction, and that aone-time cash retention bonus is both necessary and appropriate to induce theParticipants to remain in the service of ICG and the ICG Entities and to devotehis or her full time, attention, energy and effort to the Businesses and suchtransaction project.
     C. ICG wishes to clearly set forth the terms and conditions on which theretention bonus shall be deemed to have been earned and be paid.
**Plan Terms and Conditions**
     ICG hereby acknowledges as follows:
          1. Definitions. For purposes of this Plan, the following terms shall havethe following meanings:
          “Change of Control” means any or all of the following (whether in one or aseries of related transactions):
          (a) any “person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended) who is or becomes the “beneficialowner” (as defined in Rule 13d-3 under said Act), directly or indirectly, ofsecurities of ICG representing fifty percent (50%) or more of the total votingpower represented by the ICG’s then outstanding voting securities; or
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          (b) the date of the consummation of a merger or consolidation of ICG withany other corporation that has been approved by the stockholders of record ofICG, other than a merger or consolidation which would result in the votingsecurities of ICG outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securitiesof the surviving entity) more than fifty percent (50%) of the total votingpower represented by the voting securities of ICG or such surviving entityoutstanding immediately after such merger or consolidation, or the stockholdersof record of ICG approve a plan of complete liquidation of ICG.
          “Contribution Amount” shall mean the amount of $3,697,994.00 in cash to bepaid to the ICG Key Employee Trust on the Effective Date or as soon thereafteras reasonably practicable and such additional amounts as may be necessary fromtime to time to satisfy either ICG’s obligations under the Plan or the costs ofadministration of the ICG Key Employee Trust, which payments shall becomesubject to the terms and conditions of the ICG Key Employee Trust Agreement.
          “Effective Date” means May 3, 2004.
          “ICG Entities” means ICG Communications, Inc., a Delaware corporation, ICGHoldings, Inc., a Colorado corporation, ICG Equipment, Inc., a Coloradocorporation, ICG Telecom Group, Inc., a Colorado corporation, ICG MountainView, Inc., a Colorado corporation, ICG Telecom Group of Virginia, a Virginiacorporation, ICG ChoiceCom Management, LLC, a Delaware limited liabilitycorporation, and ICG ChoiceCom Management, LP, a Delaware limited partnership.
          “ICG Key Employee Trust” means that certain trust, the assets of whichshall comprise the Trust Amount, to be created pursuant to the ICG Key EmployeeTrust Agreement for the purpose of making the Plan Payments under the Plan, thebeneficiaries of which shall be the Participants and the reversionarybeneficiary of which shall be ICG.
          “ICG Key Employee Trust Agreement” means that certain trust agreementdated as of May 3, 2004, creating the Trust.
          “Officers” means Jeffrey Pearl, Richard Fish, Bernard Zuroff and MichaelKallet.
          “Participant” means those individuals listed on Exhibit “A” hereto.
          “Plan Payments” means the payments contemplated by the Plan.
          “Retention Award” means, with respect to a Participant, the dollar amountset forth opposite such Participant’s name.
          “Retention Bonus” is as defined in Section 2(a) hereof.
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          “Termination For Cause” means termination of a Participant upon a goodfaith determination by the Chief Executive Officer or Chief Financial Officerof ICG with respect to any Participant that any one or more of the followinghas occurred:
          (a) The Participant shall have committed an act of fraud,embezzlement, misappropriation or breach of fiduciary duty against an ICGEntity;
          (b) The Participant shall have been convicted by a court ofcompetent jurisdiction of, or pleaded guilty or nolo contendere to, anyfelony or any crime involving moral turpitude;
          (c) The Participant shall have committed a breach of anyconfidentiality or non-compete obligation imposed by law or by covenantscontained in any written employment or confidentiality agreement betweenParticipant and any ICG Entity;
          (d) The Participant shall have willfully failed to perform hisduties on a regular basis and such willful failure shall have continuedfor a period of ten (10) days after written notice to the Participantspecifying such willful failure in reasonable detail;
          (e) The Participant shall have refused, after explicit writtennotice, to obey any lawful resolution by the Chief Executive Officer orChief Financial Officer of ICG that is consistent with such Participant’sduties to an ICG Entity;
          (f) The Participant shall have committed acts of gross misconduct oracts constituting grounds for immediate dismissal pursuant to theeffective employee handbook of the ICG Entity(ies); or
          (g) The Participant shall have engaged in the unlawful use orpossession of illegal drugs on the premises of any ICG Entity.
          “Trustee” shall mean the trustee of the ICG Key Employee Trust to beidentified by ICG.
          2. Retention Bonus.
          (a) On the terms and conditions of this Plan, ICG hereby grants andawards a retention bonus to each of the Participants in an amount equalto the Retention Award concerning such Participant (a “Retention Bonus”).
          (b) No Participant shall be entitled to a Retention Bonus under thisPlan unless and until such Participant’s right to such Retention Bonushas vested under this Plan.
          (c) Subject to Section 2(d) hereof, a Participant’s right to aRetention Bonus under this Plan shall vest as follows:
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          (i) A right to receive an amount equal to 25% of a Retention Awardshall vest on the date that is the earlier of (a) the date on whicha Participant is terminated by an ICG Entity for any reason otherthan a Termination For Cause, (b) a Change of Control, and (c) atthe end of the third month after the date this Plan is approved bythe Board of Directors of ICG (the “First Vesting Date”);
          (ii) A right to receive an amount equal to 25% of a RetentionAward shall vest on the date following the First Vesting Date thatis the earlier of (a) the date on which a Participant is terminatedby an ICG Entity for any reason other than a Termination For Cause,(b) a Change of Control, and (c) the end of the third month afterthe First Vesting Date (the “Second Vesting Date”); and
          (iii) A right to receive an amount equal to 50% of a RetentionAward shall vest on the date following the Second Vesting Date thatis the earlier of (a) the date on which a Participant is terminatedby an ICG Entity for any reason other than a Termination For Cause,(b) a Change of Control, (c) the end of the second month after theSecond Vesting Date, and (d) December 31, 2004 (the “Third VestingDate”).
          (d) No part of any Retention Bonus shall vest on a First VestingDate, a Second Vesting Date or a Third Vesting Date, as applicable,unless, as of such date, the Participant is and at all times since theEffective Date of this Plan has been continuously employed by ICG or anICG Entity.
          (e) Except as provided below, no part of any Retention Bonus shallvest unless, on or before May 28, 2004, a Participant has agreed inwriting to waive all rights to any other bonus or severance payments towhich such Participant would otherwise be entitled under any other plan,program or agreement of or with any ICG Entity. Notwithstanding theforegoing, a Participant may assert a claim for the difference betweenthe amount of the Retention Bonus and the amount of any other severancepayment to which such Participant would otherwise be entitled under anypre-existing severance plan, program or agreement of or with any ICGEntity.
          3. Funding of ICG Key Employee Trust: On the Effective Date, or as soonthereafter as reasonably practicable, ICG shall irrevocably and unconditionallytransfer to the ICG Key Employee Trust the Contribution Amount from which PlanPayments, other than in respect of the Officers, and the costs ofadministration of the ICG Key Employee Trust shall be funded in accordance withthe ICG Key Employee Trust Agreement. ICG shall have a reversionary interestin the ICG Key Employee Trust with respect to any monies remaining in the ICGKey Employee Trust that are not necessary to satisfy any obligations under thePlan upon the date after which all of ICG’s obligations under the Plan andunder the ICG Key Employee Trust Agreement have been satisfied. At such time,all such remaining monies shall
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be returned to ICG. If at any time the amount held in the ICG KeyEmployee Trust is insufficient to make the Plan Payments and cover the costs ofadministration of the ICG Key Employee Trust, ICG shall irrevocably andunconditionally transfer to the ICG Key Employee Trust the amount of theshortage.
          4. Payment. Any part of a Retention Bonus that has vested under this Planshall thereupon become due and payable, and ICG shall pay such Retention Bonusto each Participant within five (5) calendar days of the date of vesting, butin no event later than December 31, 2004. Such payment to Participants, otherthan Officers, shall be made upon written request to the Trustee in accordancewith the terms of the ICG Key Employee Trust Agreement by any one of thefollowing: the Chief Executive Officer of ICG, the Chief Financial Officer ofICG, or court order to be issued by a court of competent jurisdiction after allconditions to payment hereunder have been met. Any Retention Bonus payableunder this Plan shall be treated as cash compensation by ICG to the Participantand shall be subject to all required or customary withholding.
          5. Construction. This Plan shall be governed by and construed inaccordance with the laws of the State of Colorado. Expressions such as“hereof,” “herein,” and “hereto” refer to this Plan, as amended from time totime, and all exhibits or schedules attached hereto. Unless otherwise statedin this Plan, “including” shall mean “including without limitation.” Whereverthe context so requires, the masculine shall include the feminine and neuterand the singular shall include the plural. The captions and headings of thearticles, sections and paragraphs of this Plan are inserted solely forconvenience of reference and are not a part of, and are not intended to govern,limit or aid in the construction or interpretation of any term or provisionherein. Unless otherwise specified in this Plan, references to articles orsections refer to the articles and sections of this Plan.
          6. Understanding. The Participants acknowledge that they have carefullyread this Plan, that they have had sufficient time and opportunity to considerits terms and to obtain legal advice, if desired, that they fully understandits final and binding effect, that the only promises made to such Participantsare those stated above, and that they are signing this Plan voluntarily.
          7. Amendments. This Plan may be amended from time to time with respect toany Participant only by written instrument executed by ICG and the Participant.
          8. Assignment. By virtue of the unique relationships and responsibilitiesinvolved in the services provided by the Participants, the rights andobligations of the Participants are not transferable or delegable and noParticipant shall transfer any right, title or interest in this Plan, nor shallany such right, title or interest be subject to garnishment, attachment, lien,levy or execution or be subject to transfer by operation of law. This Planshall bind and inure to the benefit of ICG and the Participants and each oftheir respective successors, assigns, personal representatives, heirs andlegatees. Each person executing this Plan and/or all
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amendments or supplements to it binds and obligates himself/herself,his/her present spouse, his/her estate, and all persons claiming by, through orunder him/her.
          9. Attorneys’ Fees. Except as otherwise provided herein, in the event ofarbitration or litigation concerning any provision of this Plan or the rightsand duties of any person in relation thereto, reasonable attorneys’ fees shallbe paid to the prevailing party.
          10. Severability. If any term, provision, covenant or condition of thisPlan is held by a court of competent jurisdiction to be invalid, void orunenforceable, the rest of this Plan shall remain in full force and effect andshall in no way be affected, impaired or invalidated.
          11. Entire Plan. This Plan constitutes the entire ICG Key EmployeeRetention Plan for the benefit of the Participants. Except as provided for inthis Plan, there are no representations, plans, arrangements, orunderstandings, oral or written, between or among ICG and the Participantsrelating to the subject matter hereof of thereof that are not fully expressedherein.
          12. Waiver. No waiver of any of the provisions of this Plan shall bedeemed a waiver of the right of any Party hereto to enforce strict compliancewith the provisions hereof in any subsequent instance.
     IN WITNESS WHEREOF, the parties hereto have duly executed this Plan as ofthe date first above written.
**ICG:**
ICG Communications, Inc.   By:   
ICG Telecom Group, Inc.   By:   
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**ACKNOWLEDGED BY:**

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**ICG Communications, Inc.**
**First Amendment to ICG Key Employee Retention Plan**
     This First Amendment to ICG Key Employee Retention Plan (this“Amendment” and the “Plan”) has been adopted by ICG Communications,Inc., a Delaware corporation and ICG Telecom Group, Inc., a Coloradocorporation (collectively, “ICG”) effective as of July 31, 2004.Capitalized terms not otherwise defined herein shall have the meaningascribed to such terms in the Plan.
**Recitals**
     ICG hereby acknowledges as follows:
     A. ICG has approved the Plan effective May 3, 2004.
     B. ICG wishes to modify the terms and conditions on which the RetentionBonus shall be deemed to have been vested and payable to Participants whoseemployment is terminated by an ICG Entity for any reason other than aTermination For Cause.
**Amendment**
     ICG hereby amends Section 2(d) of the Plan by adding the followingsentence at the end thereof:
     Notwithstanding anything in Section 2(c) or this Section 2(d) to thecontrary, any unvested amounts of a Participant’s Retention Bonus shallimmediately vest and be payable in accordance with Section 4 upon thetermination of a Participant’s employment by an ICG Entity for any reason otherthan a Termination For Cause, provided that such Participant has beencontinuously employed by an ICG Entity following the Effective Date through thedate of such termination.
**Miscellaneous**
     Exceptas set forth above, the Plan remains in full force and effect.
     IN WITNESS WHEREOF, the parties hereto have duly executed this FirstAmendment to ICG Key Employee Retention Plan as of the date first abovewritten.
ICG Communications, Inc.     By: /s/ BERNARD ZUROFF       Name: Bernard Zuroff   Title: E.V.P., General Counsel & Secretary  
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ICG Telecom Group, Inc.     By: /s/ BERNARD ZUROFF       Name: Bernard Zuroff   Title: V.P., General Counsel & Secretary  
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