Exhibit 10.3
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, effective as of September 2, 2008 (the "Effective Date"),
by and between AboveNet, Inc. (the "Company"), a Delaware corporation having its
principal offices at 360 Hamilton Avenue, White Plains, New York 10601 and John
Jacquay, residing at 40118 North Candlewyck Lane, Anthem, AZ 85086 (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Employee has been employed by the Company pursuant to an employment
agreement;
WHEREAS, the Company and the Employee now desire to provide for the continued
employment of the Employee by the Company after the Effective Date on the terms
and conditions hereinafter set forth herein and to replace and supersede the
existing employment agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1.
EMPLOYMENT; TERM.
(A)
THE COMPANY HEREBY AGREES TO EMPLOY THE EMPLOYEE, AND THE EMPLOYEE
HEREBY AGREES TO SERVE, AS SENIOR VICE PRESIDENT OF SALES AND MARKETING DURING
THE TERM (DEFINED BELOW).
(B)
THE TERM (THE "TERM") OF THE EMPLOYEE'S EMPLOYMENT HEREUNDER WILL
COMMENCE ON THE EFFECTIVE DATE AND, UNLESS SOONER TERMINATED AS PROVIDED IN
SECTION 6 HEREOF, WILL TERMINATE AT THE END OF THE DAY ON NOVEMBER 16, 2011. THE
TERM SHALL BE AUTOMATICALLY EXTENDED, UNLESS SOONER TERMINATED AS PROVIDED
HEREIN, FOR SUCCESSIVE ADDITIONAL ONE-YEAR PERIODS, UNLESS AT LEAST 120 DAYS
PRIOR TO THE END OF THE TERM, THE COMPANY OR THE EMPLOYEE HAS NOTIFIED THE OTHER
THAT THE TERM WILL NOT BE EXTENDED.
2.
DUTIES.
(A)
THE EMPLOYEE WILL HAVE SUCH POWERS AND DUTIES REASONABLY
CONSISTENT WITH EMPLOYEE'S POSITION AS SENIOR VICE PRESIDENT OF SALES AND
MARKETING AND WILL PERFORM SUCH DUTIES AS ASSIGNED TO HIM BY THE CHIEF EXECUTIVE
OFFICER, OR ALTERNATIVELY AT THE DISCRETION OF THE CHIEF EXECUTIVE OFFICER THE
PRESIDENT OF THE COMPANY, (THE "SUPERIOR").
THE EMPLOYEE AGREES TO PERFORM HIS
DUTIES AND EXERCISE HIS AUTHORITY PURSUANT TO THE DIRECTION AND CONTROL OF HIS
SUPERIOR AND WILL REPORT TO HIS SUPERIOR.
THE EMPLOYEE WILL PERFORM HIS DUTIES
DILIGENTLY, FAITHFULLY AND TO THE BEST OF HIS ABILITY AND IN ACCORDANCE WITH
SOUND BUSINESS PRACTICES. THE EMPLOYEE WILL BE BASED IN PHOENIX, ARIZONA, BUT
WILL BE EXPECTED TO TRAVEL EXTENSIVELY TO MEET WITH COMPANY CUSTOMERS AND
EMPLOYEES.
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(B)
THE EMPLOYEE WILL DEVOTE SUBSTANTIALLY ALL HIS BUSINESS TIME AND
ATTENTION TO HIS DUTIES AND RESPONSIBILITIES HEREUNDER, SUBJECT TO PAID
VACATIONS AND HOLIDAYS AS HEREINAFTER SET FORTH IN SECTION 5 OF THIS AGREEMENT.
(C)
THE EMPLOYEE WILL COMPLY WITH ALL COMPANY POLICIES INCLUDING ITS
CODE OF CONDUCT.
3.
COMPENSATION.
(A)
BASE SALARY.
DURING THE TERM, FOR ALL THE SERVICES RENDERED BY
THE EMPLOYEE IN ALL CAPACITIES HEREUNDER, THE EMPLOYEE WILL RECEIVE AN ANNUAL
BASE SALARY OF $300,000 (THE "BASE SALARY") SUBJECT TO REQUIRED DEDUCTIONS AND
WITHHOLDINGS OR AS OTHERWISE REQUIRED BY LAW, PAYABLE IN ACCORDANCE WITH THE
STANDARD PAYROLL PRACTICES OF THE COMPANY THEN IN EFFECT WHICH IS CURRENTLY
TWICE A MONTH.
BASE SALARY MAY BE INCREASED BUT