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EXHIBIT 10.2
Employee: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Effective Date: June ___, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ AGREEMENT
This Employment/Stock Repurchase Agreement (hereinafter "Agreement")
is entered into by the above-referenced party (hereinafter "Employee") whose
address is as shown above, and NevTEL ,Inc. a Nevada corporation (hereinafter
the "Company"). Employee and the Company collectively designated herein as the
"Parties" and the "Party" shall mean either one of the Parties.
The "Effective Date" of this Agreement is shown above.
WHEREAS, the Company requires the services of a party such as
Employee to perform Services (as hereinafter defined); and
WHEREAS, Employee represents that he is qualified and desires to
perform said Services;
NOW, THEREFORE, for and in consideration of the foregoing recitals
and the promises, covenants, terms, conditions and obligations hereinafter set
forth, the Parties agree as follows:
I. SCOPE OF SERVICES
1. The work, activities and services (hereinafter
"Services") to be performed by Employee pursuant to the terms and conditions of
this Agreement shall include, but are not limited to, the work, activities and
services set forth in Exhibit "A" hereto. All other work, activities and
services performed by Employee for the benefit of the Company at the direction,
request or authorization of the Company shall also be deemed Services. Employee
will serve the Company faithfully and to the best of his ability.
2. Employee will devote his full time, effort,
energy and skill to such employment. Employee shall perform such services as the
Company shall direct.
II. ASSIGNMENT AND DELEGATION
The Parties agree that the Services as defined herein are
unique personal services and that the Company is relying upon Employee's
experience, expertise and other qualifications in entering into this Agreement.
Employee shall not assign or delegate any right, obligation or duty hereunder to
any other person or entity without the express written consent of the Company.
III. COMPENSATION AND EXPENSES
1. Compensation for Services shall be as set
forth in Exhibit "B" hereto.
2. The Company shall also reimburse Employee for
all reasonable and necessary expenses actually incurred by Employee in
performing Services hereunder to the extent approved by the Company. Employee
shall prepare and submit to the Company a periodic statement of charges in such
detail and supported by such receipts, evidence and documentation as the Company
may reasonably require.
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3. The Company shall provide Employee such fringe
benefits, including but not limited to participation in any pension, disability
income insurance and other employee benefit plans that may be maintained by the
Company from time to time as are made generally available to other employees of
the Company in accordance with Company policies. The Company reserves the right
to change the benefits available under such plans at any time or times.
IV. DURATION OF SERVICES
A. Term of Agreement. The term of this Agreement
shall be for two (2) years, unless sooner terminated as provided herein. The
Parties, by their mutual written consent, may extend the term of this Agreement.
B. Termination for Cause. The Company may
terminate this Agreement for "Cause", effective immediately upon delivery of
notice to Employee, in the event Employee (i) shall be arrested for commission
of a felony or other act involving moral turpitude, (ii) shall commit any act,
specifically including but not limited to drug or alcohol abuse, which is
materially and objectively harmful to the Company or its business, (iii) shall
commit any act of fraud, dishonesty or theft, whether or not related to his
activities on behalf of the Company, (iv) shall fail to perform satisfactorily
or shall negligently perform reasonable duties assigned to him by the Company
and shall fail to cure such failure within ten (10) days after receipt of
written notice thereof from the Company, (v) shall fail to comply with Company
policies or procedures and shall fail to cure such failure within ten (10) days
after receipt written of notice thereof from the Company, or (vi) shall
otherwise default in the performance of his obligations under the terms of this
Agreement and shall fail to cure such default within ten (10) days after receipt
of written notice thereof from the Company; provided, however, that in no event
shall Employee have the right to cure more than one such failure under (iv), (v)
or (vi) in any one calendar year; and provided, further, that any termination
under clause (iv) or (v) above shall require an arbitrator to determine that the
circumstances justify termination for cause, with such arbitrator being
appointed in accordance with the rules of the American Arbitration Association.
The cost of said arbitration (including each party's attorney's fees) shall be
borne by Employee if the arbitrator determines that cause exists and by the
Company if the arbitrator determines that no cause exists.
C. Termination Without Cause:
1. Employee may terminate this Agreement
by giving to the Company thirty (30) days written notice and such termination
shall be effective on the thirtieth (30th) day following the date of such
notice; provided, however, that the Company may, in its sole and absolute
discretion, accelerate the effective date of Employee's voluntary termination to
any date following the date of such notice.
2. The Company may, without cause,
terminate this Agreement at any time by giving to Employee thirty (30) days
written notice and such termination shall be effective on the thirtieth (30th)
day following the date of such notice.
D. Disability. If Employee shall fail or be unable
to perform the Services required hereunder because of any physical or mental
infirmity, and such failure or inability shall continue for 60 consecutive days,
the Company shall have the right to terminate Employee's employment after
delivering written notice thereof to Employee. The Company shall in no way be
obligated to compensate Employee after the expiration of the initial 60 days of
disability.
E. Death. Employee's employment shall terminate
upon his death.
F. Termination of Company's Obligations. The
Company's obligations under Section III shall terminate upon the expiration of
the term of this Agreement or upon termination of Employee's employment as
provided in this Section IV.
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G. Termination of Employee's Obligations. Except
for Employee's obligation to perform Services and Employee's obligations under
Section I, Employee's obligations under this Agreement shall survive the
expiration of the term of this Agreement and termination of Employee's
employment as provided in this Section IV.
V. NON-COMPETITION
A. The Employee and the Company agree that the
Company's activities are of a unique and special nature and that if Employee's
services were used in competition with the Company, such use would cause serious
and possibly irreparable harm to the Company. Accordingly, Employee agrees to
the commitments of noncompetitive activities as described herein:
1. Employee agrees that during the
period of employment with the Company and for a period of eighteen (18) months
thereafter if Employee (i) is terminated for Cause as provided in Section IV B
above, (ii) is terminated by the Company without Cause as provided in Section
IVC2 above or as a result of his disability as provided in Section IVD above and
Employee's shares in the Company are repurchased as a result of such termination
of employment in accordance with the terms of this Agreement, or (iii)
voluntarily leaves his employment with the Company, that Employee shall not
directly or indirectly: (a) call on, solicit, take away or attempt to take away
for the benefit of Employee or of any other person or entity, any customer,
supplier or client or prospective customer, supplier or client of Company with
whom Employee became acquainted prior to or during employment with Company, or
(b) solicit, take away, or attempt to take away, for the benefit of Employee or
of any other person or entity, any employee, officer or consultant of the
Company.
2. Employee agrees that during the
period of employment with the Company and for a period of eighteen (18) months
thereafter if Employee (i) is terminated for Cause as provided in Section IV B
above, (ii) is terminated by the Company without Cause as provided in Section
IVC2 above or as a result of his disability as provided in Section IVD above and
Employee's shares in the Company are repurchased as a result of such termination
of employment in accordance with the terms of this Agreement, or (iii)
voluntarily leaves his employment with the Company, that Employee shall not
directly or indirectly engage, either as a consultant, independent contractor,
proprietor, stockholder, partner, owner, officer, director, employee or
otherwise in any business which (a) engages in any business which competes with
the business of the Company as such business is conducted or planned to be
conducted as of the date of termination of employment, or (b) calls on,
solicits, takes away, sells to, or otherwise deals with any customers, supplier
or contact of the Company, or (c) which otherwise competes with the Company in
Nevada.
B. The parties hereto agree that: (i) the covenants
and agreements of Employee contained in Paragraph A of this Section are
reasonably necessary to protect the interests of the Company in whose favor said
covenants and agreements are imposed in light of the nature of the Company's
business and the professional involvement of Employee in such business; (ii) the
restrictions imposed by Paragraph A of this Section are not greater than are
necessary for the protection of the Company in light of the substantial harm
that the Company will suffer should Employee breach any of the provisions of
said covenants or agreements; (iii) the covenants and agreements of Employee
contained in Paragraph A of this Section have been independently negotiated
between the parties hereto and serve as a material inducement for certain
investors to invest in the Company; (iv) the periods of restriction and
restricted area referred to in Paragraph A of this Section are fair and
reasonable in that they are reasonably required for the protection of the
Company; and (v) the nature, kind and character of the activities Employee is
prohibited to engage in are reasonable and necessary to protect the Company in
that the Company will rely on Employee for many important aspects of its
business.
C. Employee acknowledges that a breach by him of
any part of Paragraph A of this Section will result in irreparable and
continuing damage to the Company and any breach or threatened breach of the
covenants provided in Paragraph A of this Section shall be subject to specific
performance by temporary as well as permanent injunction or any other equitable
remedies of any court of competent jurisdiction.
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D. The covenants and agreements on the part of
Employee contained in Paragraph A of this Section shall be construed as
agreements independent of any other agreement between Employee and the Company.
The existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of each of such covenants and
agreements or otherwise affect the remedies to which the Company is entitled
hereunder.
VI. COMPANY OPTION TO REPURCHASE EMPLOYEE'S SHARES
A. The Company shall have the option to repurchase
the shares of stock in the Company (the "Shares") owned by Employee upon the
terms set forth in this Item. The terms of Paragraph B below shall apply to
2,000 of the 3,000 Shares owned by Employee as of the date hereof (the
"Restricted Shares"). The terms of Paragraph C below shall apply to all other
Shares owned by Employee (the "Remaining Shares"), which Remaining Shares shall
include any portion of the Restricted Shares that are no longer subject to
Paragraph B.
B. The Company shall have the option to repurchase
the Restricted Shares owned by Employee upon the terms set forth in this
Paragraph B.
1. The Restricted Shares shall, as of
the date hereof, consist of two thousand (2,000) Shares. In the event of the
termination of Employee's employment with the Company prior to April 1, 1999, as
a result of his death or disability, the number of Restricted Shares shall be
reduced by 55.5 Shares for each full month of employment after the date of this
Agreement and until the termination of Employee's employment with the Company.
In the event of the termination of Employee's employment with the Company for
"Cause" (as defined herein) before April 1, 1999, the number of Restricted
Shares shall not be reduced. In the event of the termination of Employee's
employment with the Company for any other reason, the number of Restricted
Shares shall be reduced by 666 Shares as of April 1, 1997 if Employee remains in
the employ of the Company as of such date and by an additional 667 Shares as of
April 1, 1998, if Employee remains in the employ of the Company as of such date.
Notwithstanding the foregoing, the number of Restricted Shares shall be reduced
to zero (0) if (i) Employee remains in the employ of the Company as of April 1,
1999, or (ii) in the event there is a "Change in Control" (as hereinafter
defined) of the Company and Employee's employment with the Company is terminated
within one year after such Change in Control either by Employee but only if the
location of the Company's principal offices is moved out of the Las Vegas,
Nevada area, or Employee's basic duties are materially changed as a result of
the Change in Control, or by the Company without "Cause" (as defined in this
Agreement). A "Change in Control" shall be deemed to have occurred if: (i) more
than 50% of the outstanding Shares of the Company are acquired within a period
of one year by persons other than the members of NevTEL, LLC, employees of the
Company, immediate family members and affiliates and there is a change in the
membership of the Company's Board within a one year period thereafter such that
fewer than 50% of the members of the Board are persons who served in such
position prior to the change in ownership; (ii) the Company sells all or
substantially all of its assets; or (iii) the Company is a party to a merger or
consolidation under which the Company is not the surviving company. All Shares
that were at any time Restricted Shares but are no longer Restricted Shares
shall be considered to be Remaining Shares which are subject to the terms of
Paragraph C below.
2. If Employee is at any time prior to
April 1, 1999, not an employee of the Company (whether voluntarily or
involuntarily and for any reason whatsoever including death or disability) (the
date of his termination of employment being hereinafter referred to as the
"Termination Date"), then the remaining stockholders shall have the option to
purchase, whereupon Employee or his legal representative shall sell, all, but
not less than all, of the Restricted Shares in the Company owned by Employee or
any Affiliate of his on the Termination Date, and such Restricted Shares shall
be sold free and clear of any and all liens and encumbrances. The purchase price
for all of the Restricted Shares shall be $4.00 per Share.
3. The option provided herein shall be
exercised, if at all, by delivery of written notice by the remaining
stockholders within sixty (60) days after the Termination Date. Those
stockholders electing to exercise such option shall determine between themselves
the proportional amounts of Restricted Shares that they
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each shall purchase, if any, and if they fail to agree upon such division, then
each stockholder electing to purchase Restricted Shares shall purchase a
fraction of such Restricted Shares equal to the number of Shares owned by such
stockholder divided by the total number of Shares owned by all stockholders
electing to purchase a portion of the Restricted Shares. If a majority interest
of the remaining stockholders request that the Restricted Shares be purchased by
the Company and if the Board of Directors approves such repurchase, then the
Company shall, in the place and stead of the remaining stockholders, purchase
the Restricted Shares under this Section in accordance with the terms set forth
herein.
4. The closing of the purchase and sale
hereunder shall occur within thirty (30) days following the exercise of said
option and at a time and place as the remaining stockholders may designate by
written notice to Employee at least five (5) days in advance of such closing.
The parties hereto hereby agree to execute any and all instruments and documents
to transfer full and complete title to such Restricted Shares to effectuate the
foregoing. At the closing, the purchase price shall be paid in cash.
5. The number of Restricted Shares and
the purchase price per Share set forth in this Paragraph B shall be adjusted
appropriately in the event of any stock split, stock dividend or other similar
change in the capitalization of the Company. The Board of Directors of the
Company shall make the determination of any such adjustments and shall provide
Employee with written notice thereof.
C. The Company shall have the option to repurchase
the Remaining Shares owned by Employee upon the terms set forth in this
Paragraph C.
1. If Employee is at any time prior to
April 1 2001, not an employee of the Company (whether voluntarily or
involuntarily and for any reason whatsoever including death or disability) (the
date of his termination of employment being hereinafter referred to as the
"Termination Date"), then the remaining stockholders shall have the option to
purchase, whereupon Employee or his legal representative shall sell, all, but
not less than all, of the Remaining Shares in the Company owned by Employee or
any Affiliate of his on the Termination Date, and such Remaining Shares shall be
sold free and clear of any and all liens and encumbrances. The purchase price
for all of the Shares shall be the Purchase Price (as defined in subparagraph 4
below).
2. The option provided herein shall be
exercised, if at all, by delivery of written notice by the remaining
stockholders within sixty (60) days after the later of the Termination Date or
the date the Purchase Price has been determined. Those stockholders electing to
exercise such option shall determine between themselves the proportional amounts
of Remaining Shares that they each shall purchase, if any, and if they fail to
agree upon such division, then each stockholder electing to purchase Remaining
Shares shall purchase a fraction of such Remaining Shares equal to the number of
Shares owned by such stockholder divided by the total number of Shares owned by
all stockholders electing to purchase a portion of the Remaining Shares. If a
majority interest of the remaining stockholders request that the Remaining
Shares be purchased by the Company and if the Board of Directors approves such
repurchase, then the Company shall, in the place and stead of the remaining
stockholders, purchase the Remaining Shares under this Section in accordance
with the terms set forth herein.
3. The closing of the purchase and sale
hereunder shall occur within thirty (30) days following the exercise of said
option and at a time and place as the remaining stockholders may designate by
written notice to Employee at least five (5) days in advance of such closing.
The parties hereto hereby agree to execute any and all instruments and documents
to transfer full and complete title to such Remaining Shares to effectuate the
foregoing. At the closing, the purchase price shall be paid by the payment of
ten percent (10%) of the Purchase Price in cash at closing with the balance of
such Purchase Price being paid by the execution and delivery to Employee of a
promissory note payable in equal quarterly installments of principal and
interest over a period of four (4) years with interest being calculated at one
percent (1%) plus the prime rate as reported in The Wall Street Journal as of
the date immediately preceding the day of closing.
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4. In the event of Employee's
termination of employment as a result of his resignation or termination for
Cause on or before April 1, 1998, the Purchase Price shall be the net book value
of the Remaining Shares as of the last day of the last month ending on or before
the date of termination of employment; provided, however, that the Purchase
Price for any Remaining Shares that were acquired by exercise of Options within
six (6) months of the date of termination of employment shall in no event exceed
the amount paid for such Remaining Shares. The determination of net book value
and the Purchase Price shall be made by the certified public accountants then
serving the Company. The determination by such certified public accountants
shall be final and binding on the parties hereto. In all other cases, the
Purchase Price shall be the Fair Market Value of the Remaining Shares. If the
Fair Market Value is determined by an appraisal, then such determination shall
be final and binding on the parties hereto.
5. The Fair Market Value of Remaining
Shares shall be determined by agreement of Employee and the Company and if they
fail to reach agreement as to Fair Market Value, then the determination shall be
made by a qualified independent appraiser selected by the Board of Directors of
the Company.
D. All certificates representing Shares shall bear
the following restrictive legend (in addition to any other legends required to
be placed thereon):
The Shares represented by this certificate are
subject to repurchase by the Company pursuant to
the terms of an Employment/Share Repurchase
Agreement dated __________________, 1996, a copy
of which is on file with the Company.
VII. PROFESSIONAL RESPONSIBILITY
A. Employee agrees that he will provide in
connection with the performance of all Services under this Agreement the
standards of care, skill and diligence normally provided by competent
professionals in the performance of services similar to that contemplated by
this Agreement.
B. Employee represents that he has no conflicts of
interest in rendering his professional services to the Company.
VIII. CONFIDENTIAL INFORMATION, CONFIDENTIAL MATERIAL
A. "Confidential Information" as used herein,
whether or not reduced to writing and in any and all stages of development,
shall include all relevant information concerning, in use or under consideration
with respect to intended research or production areas of interest of the
Company, but shall not be limited to designs, procedures, experiments,
protocols, test results, specifications, documentation, identity of and class of
agreements with third parties, costs, profits, revenues, financial statements,
and any and all other information, data, financial information, names or lists
of names of suppliers and customers, interpretations, analyses, surveys, ideas,
strategies, forecasts, discoveries, marketing plans, development plans,
techniques, processes, specialized software and databases, know-how and trade
secrets which are (a) directly or indirectly disclosed or revealed to Employee
by the Company or any of its Management Committee members, officers, employees,
agents, attorneys or representatives, or (b) created, developed, conceived or
originated by Employee at any time prior to the termination of Employee's
employment hereunder, it being acknowledged that any Confidential Information
developed by Employee prior to his employment with the Company nevertheless
belongs to the Company as a result of the transfer of assets to the Company in
consideration for the direct or indirect share ownership that Employee is
receiving from the Company.
B. "Confidential Material" as used herein shall be
any and all tangible materials and objects which embody Confidential Information
or from which Confidential Information can be read, reproduced, developed or
utilized.
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C. Anything which is legitimately and lawfully
disclosed to Employee by a third party shall be released from the provisions and
restrictions of this Agreement, but only to the extent necessary to permit such
use and disclosure as are permitted by said third party.
IX. CONFIDENTIALITY
A. Except as first authorized by the Company,
Employee shall not:
1. directly or indirectly disclose,
reveal, report, duplicate or
transfer any Confidential
Information or Confidential
Material to any other person or
entity;
2. directly or indirectly aid, encourage,
direct or allow any other person or
entity to gain possession of or access
to Confidential Information or
Confidential Material;
3. directly or indirectly copy or reproduce
Confidential Material or create
Confidential Material from Confidential
Information;
4. directly or indirectly use, sell or
exploit any Confidential Information or
any Confidential Material or aid,
encourage, direct or allow any other
person or entity to use, sell or exploit
any Confidential Information or
Confidential Material; or
5. directly or indirectly disclose to any
third party the nature of the Services,
the Company's interest in the Services,
or any results of the Services.
B. Upon receipt of a written request by the
Company, Employee agrees to surrender and return to the Company all Confidential
Material.
X. MISCELLANEOUS
A. This Agreement may only be amended in writing,
signed by each Party hereto. The terms of this Agreement shall be interpreted
under the laws of the State of Nevada. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof.
B. Employee agrees to execute such additional
documents and do such further acts and deeds as may be necessary or desirable to
effectuate the purposes hereof and for the perfection of the rights and
interests of the Company expressed herein.
C. Employee agrees that any actual or threatened
breach hereof could subject the Company to substantial, immediate and
irreparable damages and consents that the Company would be entitled to equitable
relief in the event thereof. Employee agrees that Nevada law applies and that
any adjudication of interests hereunder be proved in Nevada courts.
D. For all purposes of this Agreement, action or
consent by the Company shall require the action or consent of the Company's
Board of Directors without participation by Employee.
E. The waiver by either party of any provision of
this Agreement shall not operate as, or be construed to be, a waiver of any
subsequent breach hereof.
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F. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors.
G. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the subject matter hereof, and this Agreement contains all the covenants and
agreements among the parties with respect to such subject matter.
H. The headings contained in the Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of the Agreement.
I. Any provision of this Agreement which is
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.
J. In the event it should become necessary for any
party to bring an action, including arbitration either at law or in equity, to
enforce or interpret the terms of this Agreement, the prevailing party in such
action shall be entitled to recover its reasonable attorneys' fees as a part of
any judgment therein, in addition to any other award which may be granted.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
on or as of the date first above written.
THE COMPANY: EMPLOYEE:
NevTEL, Inc.
By:
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Its: President
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EXHIBIT "A"
SERVICES
Employee shall perform for the benefit of the Company the following
work, activities and services ("Services"):
All duties associated with the positions of President and CEO of the
Company.
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EXHIBIT "B"
COMPENSATION
(Arrangements for payment of "Compensation")
Salary
1. $5,000.00 per month from April 1, 1996 until such time as the Company
commences revenue producing operations on a regular basis.
2. $10,000.00 per month thereafter.
Severance Pay
1. If Employee's employment is terminated by the Company without cause as
provided in Section IVC, then the Company will pay severance pay to
Employee as follows:
a. Termination notice given before October 1, 1996 - severance
pay of $60,000.00 payable $10,000.00 per month for the ensuing
six months.
b. Termination notice given on or after October 1, 1996 but
before April 1, 1997 - severance pay of $90,000.00 payable
$10,000.00 per month for the ensuing nine months.
c. Termination notice given on or after April 1, 1997 but before
April 1, 1998 - severance pay of $120,000.00 payable
$10,000.00 per month for the ensuing twelve months.
2. No severance pay will be payable if Employee's employment is terminated
(i) with cause as provided in Section IVB, (ii) by Employee's
resignation under Section IVC1, or (iii) as a result of Employee's
disability or death.
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FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "Amendment") is made
and entered into this 1st day of September, 1997 by and between MGC
Communications, Inc. ("Employer") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("Employee");
W I T N E S S E T H:
WHEREAS, Employer and Employee entered into that certain Employment
Agreement dated _____________________, 1996 (the "Agreement"); and
WHEREAS, the parties now desire to amend the Agreement as hereinafter
set forth;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1.
The term of the Agreement (Paragraph A of Article IV of the Agreement)
is hereby extended to and through September 1, 2000.
2.
Beginning September 1, 1997, Employee's Base Salary in Exhibit "B" to
the Agreement is increased from $120,000 per annum to $150,000 per annum payable
in accordance with the Agreement.
3.
Item 1c under Severance Pay in Exhibit "B" to the Agreement is hereby
amended to read as follows:
"c. Termination notice given on or after September
1, 1997 but before April 1, 1998 - $150,000.00,
payable $12,500.00 per month for the ensuing twelve
months."
4.
Except as modified by the Amendment, the Agreement remains in full
force and effect, whole and unmodified.
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IN WITNESS WHEREOF, the parties have affixed their hands and seals the
day and year first above written.
EMPLOYER:
MGC COMMUNICATIONS, INC.
By:_______________________________
Its____________________________
(CORPORATE SEAL)
EMPLOYEE:
___________________________(SEAL)
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