**Exhibit 10.8**
CHANGE IN CONTROL AGREEMENT WAIVER
     THIS AGREEMENT is made as of [      ], 2002, among [Executive] (the“Executive”), IPC Information Systems, Inc. (“IPC”) and IPC Acquisition Corp.(“Parent”).
     WHEREAS, the Executive is currently employed by IPC and is a party to aChange in Control Agreement with IPC dated November      , 2001 (the “CICAgreement”); and
     WHEREAS, pursuant to that certain Purchase Agreement among Global CrossingLtd., Asia Global Crossing Ltd., Global Crossing North America Holdings Inc.,Saturn Global Network Services Holdings Limited, IXnet Hong Kong Ltd. and AsiaGlobal Crossing (Singapore) Pte Ltd., as the Sellers, and GS Capital Partners2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000GMBH & Co. Beteiligungs KG, Bridge Street Special Opportunities Fund 2000,L.P., GS Capital Partners 2000 Employee Fund, L.P. and Stone Street Fund 2000,L.P. and Parent, as Buyer, dated as of November 16, 2001 (the “PurchaseAgreement”), Parent has acquired all of the outstanding shares of common stockof IPC and IPC is a wholly owned subsidiary of Parent;
     WHEREAS, the Executive, IPC and Parent desire that the CIC Agreement beterminated and that the Executive waive all rights thereunder and that inconsideration of such termination and waiver, the Executive (i) be grantedoptions to purchase shares of the common stock of Parent and (ii) be providedwith certain severance benefits, in each case as provided herein.
     NOW THEREFORE, in consideration of the premises and the mutual covenantsherein contained, IPC, Executive and Parent hereby agree as follows:
     1.     Executive hereby waives any and all rights he may have under the CICAgreement and the CIC Agreement is hereby terminated and shall no longer haveany force or effect.
     2.     As soon as practicable following the date hereof, Executive shall begranted an option to purchase      shares of Parent common stock with anexercise price of $          per share, pursuant to terms of the Parent’s 2002 StockOption Plan attached hereto as Exhibit A and the form of Nonqualified StockOption Agreement attached hereto as Exhibit B.
     3.     In the event the Executive’s employment with IPC is terminated prior tothe first anniversary of the Closing (as defined in the Purchase Agreement) byIPC or Parent for any reason other than for Cause (as defined below) or by theExecutive for Good Reason (as defined below), the Executive shall be entitledto the following severance payments and benefits:
          (a)  Salary continuation at the rate in effect upon such termination or atthe rate in effect prior to the Closing, whichever is higher, for a period ofone-hundred
 

 

 and eighty (180) days following the date of such termination of employment(the “Severance Period”);
          (b)  A lump sum cash payment, payable upon the last day of the SeverancePeriod, in an amount equal to the 50% of the higher of (x) the Executive’starget annual bonus, if any, for the 2000 fiscal year or (y) the Executive’starget annual bonus for the year in which such termination of employmentoccurs;
          (c)  Continuation during the Severance Period of the Executive’s (and theExecutive’s eligible dependents) health and life insurance benefits, at thesame cost to the Executive, and at the same coverage level as in effect as ofthe date of the Executive’s termination of Employment (subject to changes incoverage levels applicable to employees of IPC and its subsidiaries). Theapplicable COBRA health insurance benefit continuation period shall commence atthe beginning of the Severance Period.
     4.     The severance payments and benefits provided for herein are in lieu ofany severance benefits the Executive would otherwise be entitled to as a resultof the Executive’s termination of employment. The Agreement shall not effectthe Executive’s rights to any severance benefits the Executive may be entitledto in connection with a termination of employment that occurs on or after thefirst anniversary of the Closing under any severance plan sponsored by Parent,IPC or any of their subsidiaries.
     5.     For purposes of this Agreement, the following terms shall have themeanings indicated below:
          (a)  “Cause” for termination of the Executive’s employment shall mean theExecutive’s (i) intentional failure or refusal to perform reasonably assignedduties, (ii) dishonesty, willful misconduct or gross negligence in theperformance of the Executive’s duties, (iii) involvement in a transaction inconnection with the performance of the Executive’s duties to Parent, IPC or anyof their subsidiaries which transaction is adverse to the interests of Parent,IPC or any of their subsidiaries and which is engaged in for personal profit,(iv) willful violation of any law, rule or regulation in connection with theperformance of the Executive’s duties (other than traffic violations or similaroffenses), (v) indictment, conviction or plea of no contest to any felony orother crime involving moral turpitude, (vi) action or inaction materiallyadversely affecting the reputation of the Parent, IPC or any of theirsubsidiaries (vii) breach of any non-disclosure, non-solicitation ornon-competition covenants contained in any option, employment or otheragreement with IPC or Parent.
          (b) “Good Reason” for termination by the Executive of the Executive’semployment shall mean the occurrence, without the Executive’s consent of (i) areduction in the Executive’s annual base salary, (ii) a reduction in theExecutive’s target bonus percentage by more than ten (10) percentage points, or(iii) the relocation of the Executive’s principal place of employment to alocation more than 50 miles from the location of such principal place ofemployment immediately prior to the Closing.
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     6.     This Agreement sets forth the entire understanding of the partieshereto with respect to the subject matter hereof and supercedes all prioragreements, written or oral, between them as to such subject matter. ThisAgreement may not be amended or modified except by an instrument in writingduly signed by the party to be charged.
     7.     This Agreement shall inure to the benefit of and be binding upon theparties hereto and their respective heirs, executors, personal representatives,estates, successors (including, without limitation, by way of merger) andassigns.
     8.     This Agreement shall be governed by the laws of the State of New Yorkwithout giving effect to the conflicts of law principles thereof.
     9.     This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed to be an original but all of which together willconstitute one and the same instrument.
     IN WITNESS WHEREOF, the parties have signed this Agreement as of the dateset forth above.    IPC INFORMATION SYSTEMS, INC.    By:    Name: