exv10w20






Exhibit 10.20





901 Front Street, Suite 200

Louisville, CO 80027



August 8, 2008




Glenn Russo




Dear Glenn:



Zayo Group (the “Company”) is pleased to offer you the position of President Zayo Managed Services
reporting to Dan Caruso. The starting salary offered for this position is $255,000 per year,
payable semi-monthly on the 15th and the last day of each month. You also are eligible
to participate in the Company’s discretionary bonus program with a target annual bonus of 40% of
your annualized salary beginning on your employment date, with the partial quarter awarded on a
pro rata basis. Your salary and target bonus, as well as additional compensation and benefit
components, are more fully described below.



Subject to approval by the Board of Managers of the Company, your compensation and benefits will
include the following components:





	 	•	 	Base Salary. As compensation for your performance of the duties of President
of Zayo Managed Services, the Company shall pay you a base salary of two-hundred fifty
five thousand dollars ($255,000) per year (“Base Salary”), subject to applicable federal,
state, and local withholding. Such Base Salary shall be paid to you in the same manner and
on the same payroll schedule in which all Company employees receive payment. Any increases
in your Base Salary for years beyond the first year of employment shall be in the sole
discretion of the Company management, and nothing herein shall be deemed to require any
such increase. Your salary will be prorated based on your actual start date.
	 
	 	•	 	Incentive Compensation. You shall have an annual Bonus Target of forty
percent (40%) of your annual Base Salary. Such bonus compensation will be measured,
determined, and paid out on a quarterly basis—with ten percent (10%) of your annual Base
Salary being your quarterly Bonus Target. Determination of quarterly bonus achievement
ranging from 0% to 200% will be based on Zayo Managed Services’ financial performance
measured against predefined targets and shall be in the sole discretion of the Board of
Managers of Zayo Group. The bonus program structure and any resulting payment(s) by the
Company associated with same shall be subject to change and shall be in the sole
discretion of the Board of Managers of Zayo Group. Bonus payments are earned on the day
the Company distributes the payments; accordingly, you must be employed on the day the
Company distributes the bonus payments to be eligible to receive the payment.
Notwithstanding the above, you will receive a quarterly bonus of not less than 150% of
your quarterly Bonus Target for the first six (6) quarters of your employment with the
Company; subject to you being actively employed with the Company during said period of
time.
	 
	 	•	 	Employee Benefits. You shall be eligible to participate in all employee
benefit plans, policies, programs, or perquisites in which other Company executives or
officers participate. The terms and conditions of your participation in the Company’s
employee benefit plans, policies, programs, or perquisites shall be governed by the terms
of each such plan, policy, or program. To this end, effective on the first day of the
month following your start date, you are eligible for coverage under the Company’s Group
Medical, Dental, and Life Insurance plans. The Company also offers participation in a
401(k) plan that is administered through ADP. Within seven days of the first day of
employment, Zayo Managed Services and ADP will provide additional information about the
Company’s objectives and policies, benefit programs, and general employment conditions.










 



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	 	•	 	Equity Participation. You shall be issued 1,500,000 Common Units in
Communications Infrastructure Investments, LLC (CII LLC) subject to you executing and
complying with CII LLC’s standard Employee Equity Agreement and associated documents (which
include a non-disclosure agreement and other ancillary agreements). All issuances of Common
Units/management equity are subject to CII LLC Board approvals. The Common Units will be
subject to a four (4) year vesting schedule (i.e. 1⁄4 vesting at the end of year one and
then 1/48th vesting each month thereafter till the end of the 4th year).
Notwithstanding the above vesting terms, if your employment with the Company is
involuntarily terminated not for Cause (as defined in your Employee Equity Agreement) within
the first twelve (12) months of your employment with the Company, then the number of Common
Units that would have become Vested Units had you remained employed during such twelve (12)
month period shall immediately vest and become Vested Units upon such involuntary
termination not for Cause.
	 
	 	•	 	Class A Preferred Units. You shall be granted 100,000 shares of Class A
Preferred Units (“Preferred Units”) in CII LLC subject to you executing a Class A Preferred
Units Equity Agreement. Such Preferred Units will be in VP Holdings, LLC an equity holdco
and an investing Member managed by Dan Caruso. The Preferred Units shall be subject to a
one and a half year (1.5 year) vesting requirement. The Preferred Units will be subject to
accelerated vesting upon consummation of a Sale of the Company consistent with the
accelerated vesting terms contained in Section 5(a) of your Employee Equity Agreement
referenced in the Equity Participation bullet immediately above. If you terminate your
employment with the Company voluntarily between 18 months and 36 months, then the Company
will have the right to buy back the Preferred Units at face value (as defined in the
Preferred Units Equity Agreement). In addition, any and all valuation and tax analysis
associated with the Preferred Units will be your responsibility. Furthermore, at all
times any and all tax liability associated with this grant of Preferred Units will be your
responsibility. The issuance of such Preferred Units shall be subject to CII LLC Board
and Member approvals.
	 
	 	•	 	Severance Protection. The Company may, at any time and without notice,
terminate you for “Cause.” Termination by the Company for Cause shall be limited to
termination based on gross conduct related to fraud, misappropriation, embezzlement or acts
of similar dishonesty. If during the first one and a half (1.5) years your employment is
terminated for any reason other than for Cause, then you would have the choice of receiving
(a) the Preferred Units referenced above and same would automatically fully vest, or (b)
you can forfeit and return your Preferred Units back to the Company and the Company would
pay you (i) the face value of the forfeited/returned Preferred Units, plus (ii) a cash
payout of $120,000 if termination not for Cause occurs within the first six (6) months of
employment, or $90,000 if termination not for Cause occurs within months seven (7) and
twelve (12) of employment, or $60,000 if termination not for Cause occurs within months
thirteen (13) and eighteen (18). All other Company obligations, including but not limited
to Incentive Compensation, to you will be automatically terminated and completely
extinguished. Employee will not be entitled to receive any other type of severance payment;
however, nothing contained in this Severance Protection section shall impact any Vested
Common Units.




Your start date for work with Zayo Managed Services will be September 1, 2008 at 901 Front
Street, Louisville, CO 80027.



This offer and continued employment at Zayo Managed Services are contingent upon the
following:



1. Your ability to document that you are lawfully authorized to work in the United States by
producing the appropriate documents.





	 	 	 	For example, a valid U.S. passport or Alien Registration Receipt Card are acceptable
documents to establish both identity and employment eligibility. Additionally, a current
driver’s license or










 



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	 	 	 	voter’s registration card in addition to a social security card or a certified birth
certificate copy will establish identity and eligibility to work. The types of acceptable
documentation are listed on Form I-9 of the Immigration and Naturalization Service. Please
contact me if you have any questions about which documents are acceptable to verify your
identity and eligibility to work in the United States.




2. Your agreement to and signature acknowledging the Company’s Employee Confidentiality and
Intellectual Property Agreement and Human Resources Policies.



3. Your completion of a background check acceptable to the Company.



4. Acknowledge and represent, through your signature below, that:





	 	•	 	any agreement you may have with any current or former employer or otherwise will not
prohibit you from performing all aspects of the above-referenced job;
	 
	 	•	 	you have not taken any information that is marked as or which you have reason to
believe is confidential, proprietary, and/or trade secrets from any prior employment; and
	 
	 	•	 	you will not use or disclose any confidential, proprietary, or trade secrets
information that you might have knowledge of from any prior employment.




Neither this offer nor any statements made in any of our discussions may be considered a contract
or a guarantee of employment for any specific period of time. Your employment with Zayo Managed
Services is “at-will” which means that both you and the Company have the right to terminate your
employment at any time with or without cause.



We are pleased to have you join our organization as a member of what we feel is a Company that
offers each employee an opportunity for personal and professional development. If you have any
questions, please do not hesitate to contact me at (303) 381-3235. I look forward to working with
you in the future and hope you will find your employment a rewarding experience.




Sincerely,




Dan Caruso 
CEO Zayo
Group



Please indicate your acceptance by your signature and return this offer letter to me by ____________________________________. Thank you.




	 	 	 

	/s/ Glenn Russo

	 	8/18/08
	 
	Signature

	 	Date