exv10w3w2



 



EXHIBIT 10.3.2



Execution Copy



Communications Consultants, Inc.

2300 Carillon Point

Kirkland, Washington 98033


December 17, 2002


XO Communications, Inc.

11111 Sunset Hills Road

Reston, Virginia 20910


Eagle River Investments, L.L.C.

2300 Carillon Point

Kirkland, Washington 98033


Ladies and Gentlemen:


     This letter is in reference to the Employment Agreement, dated December
15, 1997, among R. Gerard Salemme (“Employee”), Communications Consultants,
Inc. (“Employer”) and Eagle River Investments, L.L.C., as guarantor (“Eagle
River”), as amended by the Amendment to Employment Agreement dated December 17,
2002, among Employee, Employer and Eagle River (as amended, the “Employment
Agreement”).


     1.     Retention of Employer and Employee. Each of XO Communications, Inc.
(“XO”) and Eagle River acknowledge that they have retained Employer to provide
regulatory and legislative affairs services.


     XO agrees and acknowledges that, during the term of this letter agreement,
it shall appoint Employee as the Senior Vice President, Regulatory and
Legislative Affairs of XO and certain of its subsidiaries and affiliates.
Employee agrees and acknowledges that he shall have no right to participate in,
and shall not be a participant of, the XO Communications, Inc. Employee
Retention and Bonus Plan, notwithstanding anything to the contrary set forth in
such plan.


     Employer agrees that, during the term of this letter agreement, unless
Employer designates such other employee that is acceptable to XO and Eagle
River in their discretion, it shall cause Employee to (a) devote substantially
all of Employee’s business time, attention and energies to the performance of
his duties and functions on behalf of XO and Eagle River (or their respective
affiliates including ICO Global Communications (Holdings) Limited) and shall
not be engaged in any other substantial business activity for gain, profit or
other pecuniary advantage during the term of this letter agreement, and (b)
Employee shall faithfully, loyally and diligently perform his assigned duties
and functions and shall not engage in any activities whatsoever
which conflict with Employer’s obligations to XO and Eagle River . XO and
Eagle River each agree that the allocation of Employee’s business time,
attention and energies shall be as follows: 82% to XO (the “XO Allocation”);
and 18% to Eagle River (the “Eagle River Allocation”).


 






 


     2.     Duties of XO. The parties acknowledge that Employee is designated as an
employee under XO’s payroll system, and that XO shall makes the following
payments to or on behalf of Employer and Employee:



	 	(a)	 	all compensation due to Employee under the Employment
Agreement;
	 
	 	(b)	 	all amounts due to applicable taxing authorities with respect
to withholdings for taxes and social security and Medicare
contributions, including any and all employer contribution amounts
with respect thereto;
	 
	 	(c)	 	amounts with respect to travel and entertainment expenses
incurred by Employee, subject and pursuant to XO’s standard policy
applicable to all XO employees;
	 
	 	(d)	 	amounts with respect to employee benefit programs, pursuant
to XO’s standard benefits package available to employees of XO,
which Employer and Employee hereby agree and acknowledge satisfy in
full all obligations of Employer to provide benefits to Employee
under the Employment Agreement; and
	 
	 	(e)	 	rents, taxes and licenses and other business-related
expenditures.



     3.     Reimbursement of Expenses. Eagle River agrees that, on an annual basis
promptly upon receipt of an invoice from XO, it shall reimburse XO an amount
equal to the Eagle River Allocation, multiplied by Employer’s Total Expenses
for such applicable year. Eagle River further agrees that, upon the execution
of this letter agreement, (a) it shall pay to XO to sum of $142,825, which
represents Teledesic Corporation’s share of Employer’s expenses for 2001 (XO
Invoice 104, dated September 13, 2002), and (b) it shall pay to XO the sum of
$140,000, which represents an advance payment for Employer’s Total Expenses
estimated for 2002.


     With respect to the applicable share of Employer’s Total Expenses of Eagle
River for 2002, XO shall apply all applicable advance payments received by it
against amounts due XO by Eagle River pursuant to the above provisions. XO
shall invoice Eagle River for its share of Employer’s Total Expenses in excess
of such advances and shall reimburse Eagle River for the amounts of such
advances that exceed its share of Employer’s Total Expenses.


     For purposes of this letter agreement, Employer’s Total Expenses shall
mean the total deductions of Employer as set forth on Form 1120, U.S.
Corporation Income Tax Return, for Employer, as adjusted to take into account
all amounts set forth on Schedule M-1 thereof, if any. Without limiting the
foregoing, Total Expenses shall include all amounts paid by XO as specified in
Section 2.


     4.     Term. The term of this letter agreement shall commence as of the date
set forth above and shall expire on the earlier of the termination of the
Employment Agreement in accordance with its terms or November 1, 2003;
provided, however, the obligations of the parties under Section 3 above shall
survive until satisfied in full.


     5.     Entire Agreement. This letter agreement contains the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous
arrangements or understandings with respect thereto. The terms of this
letter agreement shall not be amended, modified or supplemented without the
prior written consent of each party hereto.


     6.     Severability. If any term, covenant, condition or provision of this
letter agreement or the application thereof to any person or circumstance
shall, at any time, or to


 






 


any extent, be determined invalid or unenforceable,
the remaining provisions hereof shall not be affected thereby and shall be
deemed valid and fully enforceable to the extent permitted by law.


     7.     Governing Law. This letter agreement is made and shall be construed
and performed under the laws of the State of Washington.


     8.     Waiver of Agreement. The waiver of a breach of any provision of this
letter agreement by a party hereto shall not operate or be construed as a
waiver by such party of any subsequent breach by the other party.


     9     Captions. The captions and headings of the paragraphs of this letter
agreement are for convenience and reference only and are not to be used to
interpret or define the provisions hereof.


     10.     Assignment and Successors. The rights and obligations of each party
under this letter agreement shall inure to the benefit of and be binding upon
the successors and assigns of such party.


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     Please indicate your agreement and acknowledgement with the terms of this
letter agreement by signing below.



	 	 
	 	Yours very truly,
	 
	 	Communications Consultants, Inc.
	 
	 	By   /s/ R. Gerard Salemme             

   Its   President               
                



Agreed and acknowledged as of the date first set forth above:


XO Communications, Inc.



	 
	By   /s/ Daniel F. Akerson             

    Its   Chief Executive Officer       

	 
	Eagle River Investments, L.L.C
	 
	By   /s/ Mary L. Pund             

    Its   Vice President                
     
	 
	        /s/ R. Gerard Salemme            

R. Gerard Salemme