FLAG TELECOM GROUP LTD
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2116502zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
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                                                                    EXHIBIT 10.1

                                WITHOUT PREJUDICE

                               SUBJECT TO CONTRACT


                              DATED JUNE 13TH 2003


                              FLAG TELECOM LIMITED

                                     - and -

                                MICHEL CAYOUETTE


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

                              COMPROMISE AGREEMENT

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

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THIS AGREEMENT is made the 13th June 2003.

BETWEEN :

(1)     FLAG TELECOM LIMITED of 9 South Street, London W1K 2XA (the "COMPANY")
        and

(2)     MICHEL CAYOUETTE, of 1744 Seagull Court # 104, Reston, Virginia 20194,
        USA (the "EMPLOYEE").

The Company is entering into this Agreement for itself and as agent for the
Group and is duly authorised to do so.

The Company and the Employee shall together be called "THE PARTIES".

PRELIMINARY

The Parties wish to enter into a compromise agreement pursuant to the provisions
of section 203 of the Employment Rights Act 1996 reflecting the terms agreed in
relation to the termination of the Employee's employment.

IT IS AGREED as follows:

1       DEFINITIONS AND INTERPRETATION

1.1     In this Agreement, unless the context otherwise expressly requires, the
        following expressions shall have the following meanings:

        "AGREEMENT" means this Agreement;

        "BASE SALARY" means US$265,000 per annum;

        "BONUS PAYMENT DATE" means 28 February 2004;

        "CHANGE OF CONTROL" means the occurrence of one of the following events:

        (i) any "person" or "group" becomes the "beneficial owner" (as such
        terms are used in Rule 13d-3 promulgated under the Security Exchange Act
        of 1934, as amended, except

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        that a person or group shall be deemed to have "beneficial ownership" of
        all securities that such person or group has the right to acquire,
        whether such right is exercisable immediately or only after the passage
        of time), directly or indirectly, of 51% or more of the Common Stock (as
        defined below); provided, however, that an event described in this
        paragraph (i) shall not be deemed to be a Change in Control if any of
        following becomes such a beneficial owner: (A) any tax-qualified,
        broad-based employee benefit plan sponsored or maintained by FLAG
        Telecom Group or any majority-owned subsidiary, (B) any underwriter
        temporarily holding securities pursuant to an offering of such
        securities, or (C) any person or group pursuant to a Non-Qualifying
        Transaction (as defined below); or

        (ii) FLAG Telecom Group amalgamates or otherwise consolidates or merges
        with any other corporation or sells, assigns, conveys, transfers, leases
        or otherwise disposes of all or substantially all of its assets and/or
        procures such sale or other disposition of the assets of FLAG Telecom
        Group's direct and indirect subsidiaries (on a consolidated basis) to
        any other person or group, in either one transaction or a series of
        related transactions which occur within six months, other than an
        amalgamation or disposition of assets: (A) of or by FLAG Telecom Group
        and/or its subsidiaries into or to a 100% owned subsidiary of FLAG
        Telecom Group, or (B) pursuant to a transaction in which the issued
        Common Stock are exchanged for securities or other property with the
        effect that the beneficial owners of the issued Common Stock immediately
        prior to such transaction, beneficially own, directly or indirectly, at
        least a majority of the issued shares or stock (measured by voting power
        rather than number of shares) of the amalgamated corporation or the
        person or group to whom FLAG Telecom Group's (and/or its subsidiaries')
        assets are transferred immediately following such transaction (any
        transaction which satisfies the criteria specified in (A) or (B) above
        shall be deemed to be a "NON-QUALIFYING TRANSACTION");

        "COMMON STOCK" means the common shares of FLAG Telecom Group, $1.00 par
        value per share;

        "COMPENSATION PACKAGE" means the payments and arrangements set out in
        Clause 4, 5, 6 and 7;

        "FLAG TELECOM GROUP" means FLAG Telecom Group Limited a company
        incorporated under the laws of Bermuda with registered number 32548;

        "GROUP" means the Group Companies collectively;

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        "GROUP COMPANY/COMPANIES" means the Company, any subsidiary of the
        Company, the holding company of the Company and any subsidiary of such
        holding company;

        "HOLDING COMPANY" and "SUBSIDIARY" shall have the respective meanings
        ascribed to such expressions by section 736 of the Companies Act 1985;

        "PAYMENT DATE" means the next payroll after the Termination Date
        provided that by this date the Company has received a copy of this
        Agreement duly signed by the Employee and his legal adviser.

        "TARGET BONUS" means a bonus based on 100% of the Employee's Base
        Salary; and

        "TERMINATION DATE" means 31 July 2003 or such later date as may be
        agreed by the Parties.

1.2     References in this Agreement to clauses and schedules are, unless
        otherwise stated, to clauses of and schedules to this Agreement.

1.3     The headings in this Agreement are for convenience only and are not to
        be used as an aid to construction of this Agreement.

1.4     References to provisions of statutes, rules or regulations shall be
        deemed to include references to such provisions as amended, modified or
        re-enacted from time to time.

2       TERMINATION DATE

2.1     The Employee's employment with the Company will terminate on the
        Termination Date.

2.2     The Employee shall receive his normal salary and benefits (including his
        car, travel and housing allowances and the contributions into his
        pension scheme) for the period up to the Termination Date through the
        Company's normal payroll arrangements. He will also be entitled to
        receive a payment on the Payment Date in respect of any accrued holiday
        entitlement. These payments will all be subject to deductions in respect
        of tax and employee's national insurance contributions, as appropriate.
        However, the Employee shall continue to benefit from the operation of
        the tax equalisation arrangement that has previously been applied to
        him.

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3       HANDOVER

3.1     During the period up to the Termination Date the Employee agrees to
        perform his duties in his usual professional manner and, if so required,
        to co-operate with and provide assistance to the person who is appointed
        as the new Chief Financial Officer.

4       COMPENSATION

4.1     The Company shall pay the Employee on the Payment Date the sum of
        L82,921 as compensation for loss of office. The first L30,000 will be
        paid tax free as it is the Parties' understanding that the first L30,000
        of this payment may be made without deduction for tax under section 148
        Income and Corporation Taxes Act 1988. Tax will be deducted from any
        excess over L30,000 at the basic rate following issue of the Employee's
        form P45. The Employee will be liable to account to the Inland Revenue
        for any additional tax which may be due on the Compensation Package.

5       BONUS

5.1     Subject to the terms set out in this paragraph 5, the Employee will
        remain eligible to receive a bonus payment in accordance with his
        contract of employment dated 30 November 2001. The amount of the bonus
        will be calculated according to the achievement of the objectives which
        are set out in Schedule A. The objectives are based 80% on Company
        performance targets and 20% on individual performance targets. The
        degree to which the Company performance targets have been achieved will
        be determined by the Chief Executive Officer of the Company and the
        Compensation Committee in their absolute discretion, save that they will
        ensure that the degree of achievement of the Company performance targets
        will be no less than that achieved by other employees of a comparable
        level of authority in the Company. The degree to which the Employee's
        individual performance targets have been achieved will be determined by
        the Chief Executive Officer of the Company in his absolute discretion.
        The Employee will be informed of the result of his individual
        performance target within 4 weeks of the Termination Date and of his
        Company performance target no later than 21st February 2004. The Company
        will ensure that the Employee will receive a bonus which is no less than
        he would have received if he had remained employed by the Company until
        the Bonus Payment Date. Save as set out in paragraph 5.4 below, the
        Employee shall have no entitlement to any bonus payment until the Bonus
        Payment Date. Any such bonus

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        payment shall be subject to deductions for tax and employee's national
        insurance contributions in accordance with Clause 6.2.

5.2     The Company agrees to arrange for an amount equal to the Target Bonus to
        be deposited in an escrow account as security or part security for the
        Employee's potential bonus payment. The Company will elect four
        signatories (the "Escrow Agents") any one of whom will be empowered to
        release the bonus earned to the Employee on the Bonus Payment Date upon
        the written instruction of the Chief Executive Officer of the Company.
        The identity of the Escrow Agents will be notified to the Employee by
        way of a side letter to this Agreement by no later than 31 August 2003.
        The Company agrees to do all things necessary to ensure that the
        Employee is paid the bonus he has earned on the Bonus Payment Date and
        no later. In the event that the Chief Executive Officer fails to issue
        the said written instruction to the Escrow Agents authorising payment of
        the Employee's bonus by the Bonus Payment Date, the Escrow Agents are
        duly authorised by this Agreement to immediately pay the Target Bonus to
        the Employee.

5.3     Any entitlement over and above the Target Bonus shall be promptly paid
        directly by the Company to the Employee.

5.4     In the event of a Change of Control prior to the Bonus Payment Date, the
        Parties agree that the performance targets shall be deemed to have been
        achieved so as to justify the payment of the Target Bonus and the Target
        Bonus will become immediately payable to the Employee subject to the
        terms set out in Schedule B.

6       TAX

6.1     The compensation for loss of office payment referred to in Clause 4.1
        shall not be subject to withholdings or tax equalisation and the
        Employee shall be solely responsible for the payment of all tax
        liabilities arising in connection with this payment whether such
        liabilities arises in the UK and/or the US.

6.2     In respect of any bonus payment made to the Employee in accordance with
        the terms of Clause 5 of this Agreement, the Employee shall continue to
        benefit in the usual way from the operation of the tax equalisation
        arrangement that has previously been applied to him. The bonus payment
        (if any) will be subject to hypothetical Federal and State tax as
        advised by PricewaterhouseCoopers. In accordance with the tax
        equalisation

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        arrangements, the Company will be liable for the actual UK and US tax
        due on any such bonus payment.

6.3     In addition, in the tax equalisation arrangement, the Employee will also
        be entitled to benefit from any foreign tax credits that are (i) still
        outstanding on the Termination Date and (ii) accrued after the
        Termination Date.

6.4     The Company will pay the fees of PricewaterhouseCoopers for the tax
        advice required by the Employee and to assist in the preparation of the
        Employee's US and UK tax returns for the fiscal years 2002/2003 and
        2003/2004 (UK) and calendar tax years 2003 and 2004 (US). The Employee
        shall be responsible for the payment of any tax arising from the
        provision of this benefit.

7       BENEFITS

7.1     Subject always to eligibility and the rules of the schemes from time to
        time, the Company will maintain the Employee's private medical
        insurance, dental insurance, travel insurance, accident and disability
        insurance and life assurance on the same terms as currently apply to the
        Employee until the Termination Date.

7.2     The Employee shall continue to benefit from and be subject to the legal
        expense payment provisions in Sections 6.4.1 and 6.4.2 of the
        Reorganization Plan of the Company, as confirmed by the US bankruptcy
        court on September 26, 2002 and as effective as at October 9, 2002. In
        case it is needed for the defence of any securities class action lawsuit
        filed against the Employee, the Company will grant the Employee and/or
        his attorneys reasonable access to relevant documents or any other
        written material and/or personnel of the Company.

7.3     The Company will pay the Employee's removal and relocation costs of
        L25,000. The Employee shall be responsible for the payment of all tax
        arising in relation to the provision of this benefit.

7.4     The Company will pay the Employee for Business Class air travel for the
        Employee and his spouse to relocate back to the United States.

7.5     The Employee shall continue to be covered by the directors and officers
        insurance of the Company in the same manner, and to the same extent, as
        the active directors and officers

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        of the Company with regard to actions and inactions while a director and
        officer of the Company.

8       SETTLEMENT OF ALLEGED CLAIMS

8.1     The Compensation Package shall be paid without admission of liability on
        the part of the Company in full and final settlement of:

(a)     all and any contractual or common law claims or rights of action
        including any future claims that the Employee may have against the
        Company or any other Group Company arising out of or in connection with
        his employment or its termination including any claims to be entitled to
        benefit under any share or share incentive plans but excluding (i)
        accrued pension rights and (ii) any claims in respect of personal injury
        that the Employee may have sustained in the course of his employment
        subject to the Employee warranting that he is not aware at the date
        hereof of any condition, symptoms or circumstances which might give rise
        to any personal injury claims against the Company or any other Group
        Company; and/or

(b)     any complaint for unpaid wages, accrued holiday pay and any deductions
        from wages under the Employment Rights Act 1996 that the Employee may
        have against the Company or any other Group Company arising out of his
        employment or its or termination; and/or

(c)     any complaint for unfair dismissal under the Employment Rights Act 1996
        that the Employee may have against the Company or any other Group
        Company arising out of his employment or its termination; and/or

(d)     any complaint for any entitlement to a claim for a redundancy payment
        under the Employment Rights Act 1996 that the Employee may have against
        the Company or any other Group Company arising out of his employment or
        its termination.

9       WARRANTIES AND DECLARATION

9.1     Subject to the terms of this Agreement the Employee represents and
        warrants that:

(a)     he has declared all claims of which he is aware and that by entering
        into this Agreement he intends to compromise all such claims arising out
        of his employment by the Company and any other Group Company and the
        termination thereof.

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(b)     for the avoidance of doubt there are no claims which he intends to
        pursue which he has not already declared to the Company and that he has
        investigated all claims that he may have against the Company and/or any
        Group Company and that by entering into this Agreement he intends to
        compromise all such claims including without limitation:

        (i)     any complaint concerning sex discrimination under the Sex
                Discrimination Act 1975 and/or the Equal Treatment Directive;
                and/or

        (ii)    any complaint concerning racial discrimination under the Race
                Relations Act 1976; and/or

        (iii)   any complaint concerning disability discrimination under the
                Disability Discrimination Act 1995; and/or

        (iv)    any claim under the Equal Pay Act 1970 as amended, the Equal Pay
                Directive and/or Article 141(119) of the Treaty of Rome, as
                amended by the Treaty of Amsterdam; and/or

        (v)     any complaint of discrimination or victimisation or other
                complaint by virtue of trade union membership or activities
                under the relevant sections of the Trade Union and Labour
                Relations (Consolidation) Act 1992; and/or

        (vi)    any claim under the Working Time Regulations 1998; and/or

        (vii)   any claim under the National Minimum Wage Act 1998; and/or

        (viii)  any claim under the Public Interest Disclosure Act 1998: and/or

        (ix)    any claim under the Data Protection Act 1998; and/or

        (x)     any claim under the Part-time Workers (Prevention of Less
                Favourable Treatment) Regulations 2000; and/or

        (xi)    any claim under the Fixed Term Employees etc Regulations 2002.

9.2     In consideration of, and subject to, the payment of the Compensation
        Package, the Employee declares that he shall refrain from instituting a
        complaint against the Company or any other Group Company before an
        Employment Tribunal.

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9.3     In the event that the Employee commences proceedings against the Company
        and/or any Group Company, its or their employees, officers or
        shareholders in relation to his employment (including its termination)
        the Employee agrees that he will repay to the Company on demand and in
        full the Compensation Payment, which sum shall be recoverable as a debt,
        together with all costs, including legal costs on an indemnity basis,
        incurred by the Company in recovering the sum and/or in relation to any
        claims or proceedings so brought by the Employee. This repayment shall
        be without prejudice to the Company's right to seek further damages from
        the Employee in respect of the breach.

9.4     Save for any personal injury claims or claims in respect of accrued
        pension rights, the Employee accepts that the Compensation Payment is in
        full and final settlement of all and any claims and rights of action
        (including but not limited to contractual or common law claims) in any
        jurisdiction in the world that the Employee or anyone on his behalf has
        or may have against the Company or any Group Company of the Company or
        any director, officer or employee of the Company or any Group Company of
        the Company arising from or in connection with the Employee's employment
        by the Company and/or its termination.

10      TAX INDEMNITY

10.1    The Employee agrees to indemnify and keep the Company fully and
        effectually indemnified on demand against all liabilities to taxation or
        employee's national insurance contributions (including fines, penalties,
        interest, gross up and any reasonable costs and expenses) which they may
        incur in respect of the payment of the sum referred to in Clause 4
        irrespective of whether such liability arises in the United Kingdom
        and/or elsewhere.

10.2    The Company will report the total compensation package, including the
        full value of the benefits to be provided, by way of letter to the
        Inland Revenue, which shall be copied to the Employee, within 92 days of
        the end of the current tax year.

10.3    In the event that the Company is required to pay any excess tax to the
        Inland Revenue and/or the US tax authorities in respect of the payment
        under Clause 4, the Employee will, at the written request of the
        Company, immediately pay to the Company an amount equal to the said tax.
        However, it is agreed that no payment of any such tax will be made to
        the Inland Revenue and/or the US tax authorities without particulars of
        the proposed payment being given to the Employee as soon as reasonably
        practicable, and the Employee being given a reasonable opportunity at
        his own expense, to dispute any such payment.

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11      MUTUAL RELEASE

11.1    It is understood and agreed by the parties to this Agreement that, in
        consideration of the mutual promises and covenants contained in this
        Agreement, and subject to the performance of each party to this
        Agreement (except for immaterial, inadvertent, non-performance which is
        promptly cured by the Employee or the Company, whichever is applicable),
        the Company (on behalf of itself and any Group Company or successor) and
        the Employee hereby irrevocably and unconditionally release and forever
        discharge the other party from any and all causes of action, claims,
        actions, rights, judgments, obligations, damages, demands or liabilities
        of whatever kind which each party may have against the other party,
        whether known or unknown, actual or contingent other than, in the case
        of the Company, any and all causes of action, claims, actions, rights,
        judgments, obligations, damages, demands or liabilities of whatever kind
        which the Company may have against the Employee arising out of any
        fraudulent acts or any acts or omissions of gross negligence on the part
        of the Employee in the course of his employment.

12      RETURN OF COMPANY PROPERTY

12.1    On or before the Termination Date the Employee agrees:

          (a)     to return to the Company all documents, papers, materials,
                  credit cards, computer hardware, (including the Employee's
                  lap-top) software or data, mobile phone, keys or other
                  property belonging or relating to the Company, any Group
                  Company, or to any officer, employee, customer, supplier or
                  shareholder of the Company or any Group Company which are in
                  his possession or control, and the Employee undertakes that no
                  copies, drafts, reproductions, notes, extracts or summaries of
                  any such property have been made or kept in any form; and

          (b)     to inform the Company of all passwords and other codes used by
                  the Employee to access any part of the Company's computer
                  system (or that of any associated company); and

          (c)     to delete from any hard disc used by the Employee on a
                  computer at his home, or at any location other than the
                  Company's premises, or those of any Group Company, any data
                  which relates in any way to the Company, any

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                  Group Company, or to any officer, employee, customer, supplier
                  or shareholder of the Company or any Group Company.

13      INDEPENDENT ADVICE

13.1    The Employee warrants that he has received independent legal advice from
        Peter Frank Pitt, of Glovers, Solicitors, 115 Park Street, London W1K
        7DY (" the Adviser") as to the terms and effect of this Agreement, in
        particular its effect to preclude the Employee from pursuing any claims
        against the Company and/or any Group Company before an Employment
        Tribunal. The Adviser is a qualified independent lawyer holding a
        current practising certificate and has confirmed to the Employee that
        there was in force, when such independent legal advice was given, a
        contract of insurance covering the risk of a claim by the Employee
        against the Adviser as a result of any advice given in relation to this
        Agreement. The Adviser shall complete a letter addressed to the Company
        in the form attached at Schedule C to this Agreement.

14      STATUTORY CONDITIONS SATISFIED

14.1    This Agreement is entered into pursuant to the provisions of section
        203(3) Employment Rights Act 1996, sub-section 77(4)(aa) of the Sex
        Discrimination Act 1975, sub-section 72(4A) of the Race Relations Act
        1976, sub-section 9(3) of the Disability Discrimination Act 1995,
        section 288 of the Trade Union and Labour Relations (Consolidation) Act
        1992, section 49(4) of the National Minimum Wage Act 1998, Regulation 41
        of the Transnational Information and Consultation of Employees
        Regulations 1999, Regulation 35 of the Working Time Regulations 1998,
        the Part-time Workers (Prevention of Less Favourable Treatment)
        Regulations 2000 and the Public Interest Disclosure Act 1998 and the
        Parties confirm that the conditions regulating compromise agreements in
        those Acts and Regulations have been satisfied.

15      LEGAL EXPENSES

15.1    The Company agrees to contribute up to L280 plus VAT towards the
        Employee's reasonable expenses incurred exclusively in connection with
        obtaining legal advice on the terms of this Agreement. This sum will be
        paid direct to the Adviser following receipt of an invoice addressed to
        the Employee and marked payable by the Company.

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16      CONTINUING OBLIGATIONS

16.1    The Employee acknowledges and repeats his continuing obligations to the
        Company and any Group Company as detailed in the Employee Handbook and
        its appendices including but not limited to his duties of
        confidentiality and the prohibition against the disclosure of
        proprietary information.

16.2    The Employee confirms that he has committed no breach of duty (including
        fiduciary duty) to the Company and/or any Group Company and is not aware
        of any such breach by any other director, officer or employee of such
        company which would entitle the Company to terminate his employment
        without notice and/or which if disclosed to the Company would or might
        affect the decision of the Company to make the payments to the Employee
        referred to in this Agreement.

16.3    In accordance with the Employee's terms and conditions of employment,
        the Employee shall not, whether directly or indirectly, make, publish or
        otherwise communicate any disparaging or derogatory statements
        concerning the Company or any of its directors, officers or employees.

16.4    The terms on which the Employee's employment is terminated and the
        circumstances giving rise to this Agreement are strictly confidential
        and the Employee agrees not to disclose, communicate or otherwise make
        public the same to anyone (save to the Employee's professional advisers,
        the relevant tax authorities, his immediate family, (subject to his
        immediate family maintaining confidentiality) and otherwise as may be
        required to be disclosed by law).

17      REFERENCE, NON-DISPARAGEMENT AND ANNOUNCEMENTS

17.1    The Company shall provide to any prospective employer of the Employee as
        soon as reasonably practicable after receiving a request from such
        prospective employer, a fair and reasonable reference in respect of the
        Employee in which the Company will indicate that the Employee left the
        Company of his own accord to pursue other business interests.

17.2    The Company shall procure that neither its directors and officers shall
        not directly or indirectly make, publish or otherwise communicate any
        disparaging or derogatory statements concerning the Employee.

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17.3    Any announcements or press releases to be made by the Company to third
        parties or the press, either directly or indirectly, regarding the
        Employee's departure from the Company shall be agreed beforehand with
        the Employee.

18      GENERAL

18.1    In the event that either the Company or the Employee shall breach its or
        his respective obligations set forth in this Agreement the party
        affected shall have the right to seek such remedy as may be available at
        law or in equity.

18.2    Any communications to be sent by the Company to the Employee after the
        Termination Date will be sent by recorded delivery to his address at
        1744 Seagull Court # 104, Reston, Virginia 20194, USA.

18.3    Although marked "Without Prejudice" and "Subject to Contract" once
        signed by the Parties this Agreement shall have full force and effect
        and may be disclosed in evidence if required by operation of law.

18.4    Any Group Company may enforce the terms of this Agreement, subject to
        and in accordance with the Contracts (Rights of Third Parties) Act 1999
        (the 1999 Act), but the Parties may rescind, vary, waive, assign or
        release any or all of their respective rights and obligations under this
        Agreement without the consent of any Group Company. Other than as
        provided in this paragraph, the Parties do not intend that any term of
        this Agreement shall be enforceable solely by virtue of the 1999 Act by
        any person who is not a party to this Agreement.

18.5    This Agreement shall be governed by and shall be construed in accordance
        with the laws of England and Wales, and the Parties agree to submit to
        the non-exclusive jurisdiction of the English Courts.

Signed    s/ Michel Cayouette

Signed    s/ Jayne Gymer

                    FOR AND ON BEHALF OF FLAG TELECOM LIMITED

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                                   SCHEDULE A

                                BONUS OBJECTIVES


                         INDIVIDUAL PERFORMANCE TARGETS

1. Finalize the 10K (2002) and 10Q for the 3rd quarter 2002;

2. Finalize the 10Q for the first quarter of 2003 and ensure the reporting
structures are in place to achieve the second quarter 10Q reporting timescales;
and

3. Provide active support to the Chief Executive Officer for the prospective
FLAG NASDAQ Listing and Road show until the Termination Date.

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                                   SCHEDULE B

                    CHANGE OF CONTROL DETERMINATION MECHANISM

1.        In the event of a Change of Control all the Target Bonus will be
          released from the escrow account to the Employee subject to the
          appropriate deductions for tax and employee's national insurance
          contributions.

2.        In the event that the Company accepts that there has been a Change of
          Control it will send a letter to the Escrow Agents within ten working
          days from the Change of Control authorising any of them to arrange for
          the immediate and irrevocable release of the Target Bonus to the
          Employee.

3.        In the event that the Employee believes there has been a Change of
          Control the Employee will send written notification of this fact to
          the Chief Executive Officer of the Company and send a copy to the
          Escrow Agents. If the Company accepts that there has been a Change of
          Control they will send a letter to the Escrow Agents within ten
          working days of receipt of the Employee's notification authorising any
          of them to arrange for the immediate and irrevocably release of the
          Target Bonus to the Employee.

4.        If the Company does not accept that there has been a Change of Control
          it will send the Employee written notification of this fact within
          five working days of receipt of the Employee's notification. Upon the
          agreement of the Parties an independent firm of solicitors will then
          be appointed and, failing agreement, either of the Parties may apply
          to the President of the Law Society of England and Wales to appoint an
          independent firm of solicitors (the "INDEPENDENT SOLICITOR").

5.        The Independent Solicitor shall act as an expert and not as an
          arbitrator and accordingly the Arbitration Act 1996 shall not apply.
          The Independent Solicitor shall be required to make his decision
          within five working days of the appointment. In the event that the
          Independent Solicitor determines that there has been a Change of
          Control he will send a letter to the Escrow Agents (which will be
          copied to the Parties) within five working days authorising any of
          them to arrange for the immediate and irrevocable release of the
          Target Bonus to the Employee. The decision of the Independent

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          Solicitor shall (in the absence of manifest error) be final and
          binding on the Escrow Agents and the Parties for the purposes of this
          Agreement. The Company shall be responsible for the costs of the
          Independent Solicitor but not for any costs that may be incurred by
          the Employee in making any representations to the Independent
          Solicitor.

6.        The Company agrees subject to the requirements of all applicable laws
          and regulations including, but not limited to, the laws regarding
          non-disclosure and confidentiality to provide such information as may
          be reasonably required by the Employee and the Independent Solicitor
          to enable them to determine if a Change of Control has taken place.

7.        In the event that the Company fails to send a notification as
          specified either under paragraph 3 or 4 herein within the time
          specified in the said paragraphs, the Escrow Agents are duly
          authorised by this Agreement to immediately pay the Target Bonus to
          the Employee.

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                                   SCHEDULE C

                           COMPROMISE AGREEMENT LETTER

To:     STRICTLY PRIVATE & CONFIDENTIAL / ADDRESSEE ONLY
        FLAG Telecom Limited


Dear Sirs,

I, Peter Frank Pitt (the independent legal advisor) of Glovers confirm that I
am a relevant independent adviser within the meaning of Section 203 (3A)
Employment Rights Act 1996 and have given advice to Michel Cayouette as to
the terms effected in the attached Agreement of June 13, 2003 and in
particular its effect on his ability to pursue his rights before an
Employment Tribunal.

I confirm that at the time I gave the advice referred to above, there was in
force a contract of insurance covering the risk of claims by Michel Cayouette in
respect of any loss which may arise in consequence of that advice.

Yours sincerely,

- 18 -

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