AMENDED EMPLOYMENT AGREEMENT

                         ----------------------------





     This Amended Employment Agreement (this "Agreement"), dated as of June 30,

2000, to be effective as of January 1, 2000, is entered into by and between

CABLETEL MANAGEMENT, INC., a Colorado corporation with principal offices located

at 6300 S. Syracuse Way, Suite 355, Englewood, Colorado 80111 (the "Company"),

and JAMES E. DOVEY, a resident of the State of Colorado ("Employee").



     A.   The Company is a wholly owned subsidiary of CompleTel LLC ("LLC"), for

which the Company provides management and consulting personnel.  LLC and its

subsidiaries and affiliates, collectively, are referred to herein as

"CompleTel."



     B.   The Company wishes to continue to employ Employee and Employee wishes

to continue to be employed by the Company in key management positions of the

Company and CompleTel.



     C.   The Company and Employee, respectively, desire to modify the terms of

Employee's Employment Agreement dated May 18, 1998 (the "Original Agreement")

and to enter into this Amended Employment Agreement under the terms and

conditions contained herein.



                                   AGREEMENT

                                   ---------



     In consideration of the rights and obligations created hereunder, the

parties agree as follows:



     1.   Employment.  This Agreement is made between the Company, as employer,

          ----------

and the Employee and replaces and voids any and all prior employment agreements

made between the Company and Employee.  Employee's employment commenced January

1, 1998 pursuant to the Original Agreement and will continue for an indefinite

period subject to termination as specified in Section 5.



     2.   Title and Duties.  Employee shall be employed by the Company and shall

          ----------------

serve as Chairman of the Board and Secretary of the Company and of LLC.

Employee also shall serve in such capacities for LLC's European subsidiaries as

LLC's boards and the managers of its European subsidiaries shall designate from

time to time.  Employee shall perform, on a fulltime basis, such duties and bear

such  responsibilities, as may be determined from time to time by the Board of

Managers of LLC (the "Board"), commensurate with his position and shall serve

the Company and LLC faithfully and to the best of his ability under the

direction of the Board; provided, that Employee shall be entitled to continue

his involvement in personal business and in the business and operations of

NewTel Holdings, Ltd., Jersey Cable, Ltd. and NewTel, Ltd., each a Channel

Islands company (collectively, the "NewTel Business"), it being understood such

involvement may from time to time require services on his part, but will not in

any event materially interfere with the performance of Employee's duties

hereunder.



     3.   Compensation.

          ------------



          (a) Salary.  For all services rendered by Employee hereunder, Employee

              ------

shall receive a base salary, payable semimonthly in arrears, at the annual rate

for the 1998 calendar year of $175,000.  The Board shall review Employee's

salary annually at the end of each calendar year and shall provide for such

increases to Employee's base salary as the Board may determine to be appropriate

taking into account both CableTel's and Employee's performance.





{PAGE}



          (b)  Benefits.  In addition to salary payments as provided in Section

               --------

3(a), the Company shall provide Employee with the benefits of such insurance

plans, hospitalization plans, 401(k) and supplemental retirement plans and other

employee fringe benefit plans as are approved by the Board, it being understood

that such benefits shall be comparable to those customarily provided to

executive management personnel of companies in the telecommunications industry

of comparable size and value as CableTel.  In addition, Employee shall be

reimbursed for the reasonable costs of his advisors with respect to the

negotiation of this Agreement.  Employee shall be entitled to sick leave and

vacation in accordance with the Company's established policies applicable to its

employees generally, provided that Employee shall be entitled to a minimum of

four weeks vacation each year.  Benefits to be provided by the Company under

Sections 5(d), (e) and (f) after termination of this Agreement for the periods

specified therein shall include health insurance and long term disability

insurance providing substantially the same health insurance and long term

disability insurance as was provided to Employee at the time of the termination

of this Agreement.



          (c)  Bonuses. At the end of each calendar year, Employee shall be

               -------

eligible to receive an incentive bonus as authorized by the Board pursuant to

objectives set by the Board, in an amount up to 55% of Employee's base salary

for such year, subject to Employee's having met the performance targets

established by the Board.



     4.   Office Space and Expenses; Personal Residence.  The Company shall

          ---------------------------------------------

provide Employee with appropriate office facilities in the greater Denver,

Colorado metropolitan area, executive secretarial support and other staff

personnel as may reasonably be required, in the reasonable discretion of

Employee, to accomplish the Company's business plan.  The Company agrees that

Employee may continue to maintain his principal residence in the greater Denver,

Colorado metropolitan area.  If Employee and the Board determine it to be

necessary in order to properly fulfill his responsibilities under this Agreement

to maintain another office in any location in which the Company is then doing

business ("Location"), the Company shall provide adequate housing for Employee

in the form of an apartment or other rental unit in the Location.  The Company

shall reimburse Employee for the reasonable amount of hotel, travel,

entertainment and other expenses reasonably incurred by Employee in the

discharge of his duties hereunder, including but not limited to costs incurred

by Employee for living expenses while in, and travel to and from, any Location

on Company business; it being agreed that all international travel shall and all

hotel accommodations and other expenses shall be at levels customary for a

chairman of the board of a company in the telecommunications industry of

comparable size and value as CableTel.



     5.   Termination.  Employee's employment hereunder shall terminate on the

          -----------

following terms and conditions:



          (a)  Death.  If Employee dies during the term of this Agreement, this

               -----

Agreement shall terminate as of the date of Employee's death.  The Company

shall, within 180 days after the date of Employee's death, make a cash lump sum

payment (less applicable withholding taxes) to his estate in an amount equal to

the salary (at the level payable in the year of Employee's death) that would

have been payable either for the period of time extending from the date of death

to the date 18 months after May 18, 1998, or for the six months next following

the date of death, whichever period of time is longer.



          (b)  Disability. If during the term of this Agreement Employee becomes

               ----------

disabled, the Company may terminate this agreement 30 days after receipt by

Employee or his duly appointed legal representative of Notice of Termination (as

defined below).  For purposes of this Section 5(b), Employee shall be "disabled"

if he is unable effectively to perform his duties hereunder by reason of any

medically determinable physical or mental impairment which can be expected to

result in death or which has lasted or can be expected to last for a continuous

period of not less than 12 months.  If this Agreement is terminated under this

Section 5(b), Employee shall continue to receive his base salary (at the level





                                              DOVEY AMENDED EMPLOYMENT AGREEMENT



                                      -2-

{PAGE}



payable in the year of termination) either for the period of time extending from

the date of termination of employment to the date 18 months after May 18, 1998,

or for the six months next following the date of termination, whichever period

of time is longer.



     For purposes of this Agreement, a "Notice of Termination" means a written

notice from the Company which (a) indicates the specific termination provision

in this Agreement relied upon, (b) to the extent applicable, sets forth in

reasonable detail the facts and circumstances claimed to provide a basis for

termination of Employee's employment under the provision so indicated and (c) to

the extent applicable, sets forth the date of termination.



          (c)  Cause.  The Company may terminate this Agreement for "cause" upon

               -----

receipt by Employee, or on such later date as shall be specified, of Notice of

Termination stating that termination is pursuant to this Section 5(c).  For

purposes of this agreement, "cause" shall be defined as any of the following:

(i) any act by Employee, where in respect of such act Employee is ultimately

convicted or enters a plea of guilty or nolo contendere to a felony; (ii)

Employee's willful misconduct, gross negligence,  perpetration of or

participation in a fraud, in each case where such acts are materially injurious

to the Company or any of its subsidiaries or any affiliate thereof,  or (iii)

Employee's material breach of Sections 5 (Confidentiality) or Section 6

(Noncompetition and Nonsolicitation) of the Executive Securities Agreement dated

as of May 18, 1998 by and between LLC and Employee, in each case where

Employee's acts are materially and demonstrably injurious to the Company or an

Affiliate (as defined below).  If this Agreement is terminated for cause,

Employee's rights hereunder shall cease immediately on the date of such

termination.



               For purposes of this Agreement, the term "Affiliate" means a

person, firm or corporation that directly or indirectly through one or more

intermediaries, controls, is controlled by or is under common control with, the

Company.



          (d)  Nonperformance.  The Company may terminate Employee's employment

               --------------

in the event of Nonperformance. The term "Nonperformance" shall mean the

                                          --------------

occurrence of any of the following:



               (i)   the repeated failure or refusal in any material respect of

     Employee to perform his duties hereunder or to follow, in a manner

     reasonably acceptable to the Board, policies or directives established by

     the Board;



               (ii)  the failure of the Company and its subsidiaries to achieve

     financial, operating or other performance objectives formally established

     by the Board in an approved business plan or operating budget (which may be

     embodied in any board resolution or in any document approved by the Board

     such as a business plan or budget) together with a determination by the

     Board that Employee's performance or failure to perform has been a material

     factor in the failure of the Company and its subsidiaries to achieve such

     performance objectives; or



               (iii) the failure of Employee to achieve specific, formally

     adopted performance objectives established by the Board after consultation

     with employee and good faith consideration by the Board of Employee's

     expressed view of the objectives.



          Prior to any termination of Employee's employment for Nonperformance,

the Board shall meet in formal session (but without the attendance of Employee)

upon proper notice to consider the matter of Employee's performance after which

the Board may deliver to Employee written notice (a "Nonperformance Notice")

                                                     ---------------------

stating that the Board believes Nonperformance has occurred.  Employee shall

have at least 15 calendar days to prepare for a meeting with the Board, at which

time Employee may





                                              DOVEY AMENDED EMPLOYMENT AGREEMENT



                                      -3-

{PAGE}



present any information on market and competitive conditions and any other

factors bearing upon his performance. In assessing Employee's performance, the

Board shall give due consideration to such conditions and such other factors and

shall work with Employee in good faith to establish criteria which, if satisfied

by Employee within 35 days or such longer time as may reasonably be necessary in

view of the criteria (the "Cure Period") after such meeting, will prevent the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC