WWW.EXFILE.COM, INC. -- 13922 -- DSL.NET, INC. -- EXHIBIT 10.8 TO FORM 10-Q


    

      EXHIBIT
        10.8

      


      AMENDMENT
        NO. 1 

      EMPLOYMENT
        AGREEMENT

       

      This
        Amendment No. 1 to Employment Agreement (this “Amendment”),
        effective as of the 2nd
        day of
        November, 2005, is entered into by and between DSL.net,
        Inc.,
        a
        Delaware corporation (the “Company”)
        and
Kirby
        G. Pickle
        (the
“Employee”).
        

       

      WHEREAS,
        the
        Company and the Employee have entered into that certain Employment Agreement
        dated as of the 15th
        day of
        April, 2004 (the “Agreement;”
        capitalized terms used herein and not otherwise defined herein shall have
        the
        meanings ascribed to them in the Agreement); and

       

      WHEREAS,
        the
        Employee’s employment under the Agreement is being terminated as of the date
        hereof; and 

       

      WHEREAS,
        in
        connection with the termination of the Employee’s employment with the Company,
        the Company and the Employee desire to amend the Agreement to delay for a
        period
        of six months and one day from the date hereof the first payment of any and
        all
        nonqualified deferred compensation to which the Employee is otherwise entitled
        under the Agreement in connection with the termination of the Employee’s
        employment with the Company.

       

      NOW,
        THEREFORE,
        in
        consideration of the transactions contemplated hereby and the respective
        covenants and agreements of the parties herein contained, the parties hereto,
        intending to be legally bound hereby, agree as follows:

       

      1.  Amendment. 

       

      (a)  Notwithstanding
        any other provision in the Agreement to the contrary, the Company shall not
        distribute and/or pay to the Employee and the Employee shall not receive
        and/or
        take distribution from the Company for a period of six months and one day
        following the date of the Employee’s termination of employment with the Company
        (the “First
        Distribution Date”)
        any
        amounts that constitute “nonqualified
        deferred compensation,”within
        the meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
        and the regulations promulgated thereunder and/or pursuant thereto, to which
        the
        Employee is otherwise entitled under the Agreement; provided, however, that
        on
        the Company’s first regular payroll payment date following the First
        Distribution Date, the Company shall distribute and deliver to the Employee
        all
        nonqualified deferred compensation to which the Employee shall have been
        otherwise entitled pursuant to the terms of the Agreement for all periods
        from
        the date of termination of the Employee’s employment with the Company through
        and including the First Distribution Date, and, thereafter, the Company shall
        distribute and deliver to the Employee any additional nonqualified deferred
        compensation to which the Employee is 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      entitled
        under the Agreement in accordance with the schedule and terms set forth in
        the
        Agreement.

       

      (b)  For
        purposes of clarification of Section 7(c) of the Agreement, the parties hereto
        acknowledge and agree that (i) the Company shall meet its obligations under
        Section 7(c) of the Agreement with respect to COBRA by reimbursing the Employee
        for the actual, documented, out-of-pocket costs incurred by the Employee
        under
        COBRA for his payment of the applicable monthly COBRA premium for the
        continuation of medical, dental and/or vision coverage under the Company’s
        prevailing health plans and COBRA, to the extent the Employee elects to
        establish COBRA coverage, within 30 days following receipt by the Company
        of
        substantiating proof of the Employee’s payment of the applicable monthly COBRA
        premium, and (ii) the Employee’s COBRA effective date shall be December 1, 2005,
        should the Employee elect to establish COBRA coverage, in recognition of
        the
        fact that the Company has prepaid for the Employee’s medical coverage under
        Company plans through November 30, 2005 (it being understood and agreed to
        that
        the Company shall be permitted to withhold against amounts due to the Employee
        as per normal, ordinary course benefits and payroll practices to cover the
        Employee’s portion of the medical benefits coverage for which the Company has
        prepaid for and through the period ending November 30, 2005).

       

      2.  Effect
        of Amendment.
        The
        Agreement is hereby amended solely as set forth in Section 1 of this Amendment
        and all references hereafter to the Agreement shall be deemed references
        to the
        Agreement as amended by this Amendment.
        Other
        than as specifically modified, altered or amended pursuant to Section 1 above,
        no provision of the Agreement shall be deemed to have been modified, altered
        or
        amended pursuant to this Amendment. This Amendment shall survive the termination
        of the Employee’s employment with the Company, and the termination of the
        Agreement, as set forth in Section 14(k) of the Agreement. 

       

      3.  Miscellaneous.

       

      (a) Governing
        Law; Disputes. The
        validity, interpretation, construction and performance of this Amendment
        shall
        be governed by the laws of the State of Connecticut without regard to its
        conflicts of law principles. The Company shall not be deemed in violation
        or
        breach of this Amendment as a result of any action or inaction on the part
        of
        the Company which was authorized or directed by the Employee. 

       

      (b) Notices.
        All
        notices and other communications provided for hereunder shall be in writing
        and
        shall be delivered to each party hereto by personal delivery, by priority
        overnight delivery sent via a nationally recognized courier (charges for
        the
        account of sender), by facsimile transmission or by registered or certified
        U.S.
        mail, return receipt requested, addressed as follows:

       


      
        
          
          

        

        
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      if
        to the
        Company, to:

       

      


      DSL.net,
        Inc.

      545
        Long
        Wharf Drive, 5th
        Floor

      New
        Haven, CT 06511

      Attn:
        Chief Executive Officer

      Facsimile: 203-624-4231

      Telephone: 203-772-1000

      


      with
        a
        copy to the Company’s General Counsel, at the above address, and,

      


      if
        to the
        Employee, to:

      


      Kirby
        G.
        Pickle

      at
        his
        last residence address on file with the Company

      


      with
        a
        copy to:

      


      Shaw
        Pittman LLP

      1650
        Tysons Boulevard

      McLean,
        Virginia 22102

      Attention:
        Lawrence T. Yanowitch, Esq.

      Facsimile:
         703-770-7901

      Telephone:
         703-770-7900

      


      


      or
        to
        such other address as either party may specify by notice to the other party
        given as aforesaid. Such notices shall be deemed to be effective five (5)
        business days after the same shall have been deposited, postage prepaid,
        in the
        U.S. mail, upon personal delivery, if the same shall have been delivered
        by
        hand, one (1) business day after deposit with such overnight courier, if
        sent
        via priority overnight delivery, or upon receipt of electronic facsimile
        confirmation, as the case may be. As used herein, a “business
        day”
        shall
        mean any weekday other than a federal U.S. holiday.

       

      (c) Headings.
        All
        headings contained in this Amendment are for reference purposes only and
        shall
        not in any way effect the meaning or interpretation of any provision or
        provisions of this Amendment or the Agreement. 

       

      (d) Counterparts.
        This
        Amendment may be executed in counterparts, each of which shall be deemed
        to be
        an original but all of which together will constitute one and the same
        instrument.

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the
        parties have executed this Amendment as of the date first set forth
        above.

       

      
        	 	 	 
	 	DSL.NET,
                INC.:
	 
 	 
 	 
 
	 	By:  	/s/ Walter Keisch 
	 	
                
Name:
Walter
                Keisch
	 	Title:
                Chief Financial Officer &
                Treasurer


      

      
        
          	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	By:  	/s/ Kirby G. Pickle 
	 	
                  

                  Name:
                    Kirby G. Pickle

                
	 	 


        



       

      
        
          
          

        

        
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