EXHIBIT 10.44
FORM OF LETTER AGREEMENT
September 20, 2001
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Dear __________,
As you know, ICG's business plan has changed significantly over the last six
months. Additionally, business conditions in our industry have changed in the
last year, leading to staff reductions in many Internet companies, including
ICG. We recognize the uncertainty and anxiety that these position eliminations
create for the valued employees who were retained and are needed for our future
success.
To help minimize any financial insecurity you or your family may feel in view of
our recent restructurings and to acknowledge the value that ICG places upon your
commitment, dedication, and hard work, I am pleased to confirm a severance
package that will be made available to you should you be terminated other than
for cause prior to December 31, 2005. A summary of these severance benefits is
listed below:
- SEVERANCE PAY - ICG will pay you at the date of termination of
employment a lump sum payment equal to 18 months of base
salary plus target bonus at the rate existing at termination
of employment.
- ANNUAL BONUS - ICG will pay you at the same time, under the
same terms and conditions as other employees, a pro-rated
bonus for service through your termination date, based on your
individual performance and ICG's performance for that period
as determined by the Board of Directors.
- EMPLOYEE BENEFITS - ICG will continue to provide you and your
family medical and dental insurance at the same percent of
premium payment existing at the time of termination until the
earlier of (A) 18 months after termination of employment; or
(B) your eligibility for any of these benefits under another
employer's or spouse's employer's plan.
- OUTPLACEMENT - ICG will provide you career counseling until
the earlier of (A) 12 months after termination of employment;
or (B) your employment with a subsequent employer.
- EQUITY - ICG Management will recommend to the Compensation
Committee of the Board of Directors that your stock options
and restricted stock be subject to the better of the
following: (A) credit for an additional 12 months service
(compared to your actual service with ICG); or (B) application
of the terms of the relevant option or restricted
stock agreement. Such options shall be exercisable after your
termination of employment to the earlier of 1) twenty-four
months or 2) 12 months after the ICG share price is maintained
at $10 for 20 trading days
- PROMISSORY NOTE ("NOTE") - If the value of the ICG shares
securing the Note held by you on the date of involuntary
termination without cause are valued at less than the balance
due on the Note ("Balance"), ICG shall 1) accelerate the
vesting of some or all of the restricted stock that secures
the Note and 2) forgive some or all of the Balance.
The amount of vesting acceleration (up to 100% acceleration of
unvested restricted stock securing the Note) and Balance
forgiveness (up to 100% of the Balance) will be an amount that
allows the employee to repay the Balance and/or any personal
income taxes due to Balance forgiveness. The employee will be
required to apply up to 100% of the proceeds (either from open
market sale or repurchase by ICG) of secured restricted stock
transactions to the Balance and/or the withholding taxes due
to ICG.
- CHANGE IN CONTROL - In the event of an involuntary termination
caused by a change in control as defined in the summary plan
description, you will receive 100% acceleration of all equity
grants. The term to exercise any option grant shall be
extended to the remaining term of the option.
- RELEASE - Availability of these severance benefits will be
conditioned upon your executing, and not rescinding or
breaching, upon termination of employment a release of
liability in a form acceptable to ICG. If you elect not to
sign a release of liability, you will be eligible for the
standard severance package applicable at that time. That
package currently consists of one month's pay plus two week's
pay per year of completed service and paid medical and dental
insurance for you and your family for the standard severance
period.
We trust that our commitment to protect the financial security of you
and your family will strengthen your loyalty to ICG. Our sincere belief
is that the current ICG team, including you, is outstanding and will
drive our success against the new business plan. This success will
provide meaningful financial rewards to our shareholders and employees.
This letter is not intended to modify your status as an at-will
employee of ICG and all other employment terms and conditions remain
the same.
Sincerely,
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Title: ------------------
cc: employee file