Assignment and Assumption Agreement and Release - CAIS Inc., CGX Communications Inc. and Evans K. Anderson
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND RELEASE
This Assignment and Assumption Agreement and Release (this "Agreement") is
made as of October 2, 1998 by and among CAIS, Inc., a Virginia corporation, (the
"Assignor"), CGX Communications, Inc., a Delaware corporation ("Assignee"), and
Evans K. Anderson ("Employee").
RECITALS:
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1. Assignor is party to a certain employment agreement (the "Employment
Agreement") dated as of June 3, 1997 between Assignor and Employee.
2. Pursuant to the Employment Agreement, Assignor granted to Employee
certain options to purchase limited partnership interests in CAIS
Limited Partnership and Cleartel Communications Limited Partnership
(the "Partnerships"), or, in the event that the Partnerships are
merged into Assignee, options to purchase shares of Assignee (the
"Options"). In addition, Assignor separately agreed to grant Employee
a limited partnership interest in CAIS Limited Partnership.
3. Simultaneously herewith, Assignor and Assignee are consummating
certain transactions whereby Assignor will become a wholly owned
subsidiary of Assignee (the "Restructuring").
4. In connection with the Restructuring, Assignor desires to assign all
of their rights and obligations under the Employment Agreement to
Assignee, and Assignee desires to assume all of Assignor's rights and
obligations under the Employment Agreement, subject to and in
accordance with the terms and conditions set forth in this Agreement.
6. Employee desires to release Assignor from its performance under the
Options, and to release Assignor and CAIS Limited Partnership from any
obligation to grant Employee a limited partnership interest in CAIS
Limited Partnership, subject to his receipt of new options from
Assignee and further subject to and in accordance with the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows.
1. Assignor hereby assigns all of their rights and obligations under the
Employment Agreement to Assignee, and Assignee hereby accepts such assignment
and agrees to perform each and every obligation and covenant of Assignor related
to the Employment Agreement.
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2. Assignee hereby grants to Employee new options to purchase 301,420
shares of the common stock, par value $.01 per share, of Assignee for
a purchase price of $1.1942 per share, which options shall be subject
to all of the terms and conditions applicable to the Options set forth
in Exhibit A to the Employment Agreement.
3. Employee hereby releases and discharges Assignor and the Partnerships
from any and all duties, liabilities, claims and performance under the
Options, and relinquishes any further claim or entitlement to any
additional equity interest in Assignor, Assignee and the Partnerships
arising by virtue of the Employment Agreement or any other agreement,
whether verbal or in writing, existing as of the date hereof between
Employee and any of Assignor, Assignee or the Partnerships, except for
the entitlement of the Employee to receive new options as provided in
paragraphs 2 and 3 above.
4. Employee hereby consents to the assignment of the Employment Contract
from Assignor to Assignee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
<PAGE>
ASSIGNORS:
CAIS, INC.
By: /s/ Ulysses G. Auger, II
------------------------
Ulysses G. Auger, II, President
ASSIGNEE:
CGX COMMUNICATIONS, INC.
By: /s/ Ulysses G. Auger, II
------------------------
Ulysses G. Auger, II, President
EMPLOYEE:
/s/ Evans K. Anderson
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Evans K. Anderson