ICG COMMUNICATIONS INC /DE/
EXHIBIT 10.84
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit1084.txt
<DESCRIPTION>EXHIBIT 10.84
<TEXT>
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED  AGREEMENT  (the  "Agreement")  is made as of the
21st day of June, 2001, by and between ICG  Communications,  Inc., ICG Holdings,
Inc.,  ICG  Services,   Inc.,  ICG  Equipment,   Inc.,  and  ICG  Telecom,  Inc.
(collectively,   "Employer"   or  the   "Company")   and  Randall   Curran  (the
"Executive").

                                    RECITALS

     WHEREAS,  the Company and Executive  previously  entered into an employment
agreement, dated as of September 25, 2000 (the "Prior Agreement"); and

     WHEREAS,  the Company  desires to provide for the  continued  employment of
Executive and to make certain  changes in  Executive's  employment  arrangements
with the Company  which the Company  believes  will  reinforce and encourage the
continued  attention and  dedication  to the Company of  Executive,  in the best
interest of the Company and its constituencies; and

     WHEREAS,  Executive  desires to be  employed  by the  Company  as  provided
herein; and

     WHEREAS,  the  Company  and  Executive  wish to amend and restate the Prior
Agreement, which agreement shall be superceded by this Agreement,

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
covenants and agreements of the parties herein  contained,  the parties agree as
follows:

     1. Employment.  The Company agrees to employ Executive and Executive agrees
to be employed on a full-time  basis by the Company or by such of its subsidiary
or affiliate  corporations as determined by the Company, for the period and upon
the terms and  conditions  hereinafter  set forth,  conditioned  upon  Executive
permanently relocating to the Denver Metropolitan area by October 1, 2001.

     2. Term.  The employment of Executive by the Company as provided in Section
1 hereof shall commence on the date hereof and shall  continue until  terminated
in accordance with the terms hereof;  provided, that at the end of each calendar
month,  the  Executive's  employment  shall be  extended  through the end of the


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immediately  following  calendar  month unless notice of non-renewal is given by
the Company to the Executive not later than 15 days prior to the end of any such
calendar month. The period during which the Executive is employed by the Company
pursuant to this Agreement is referred to herein as the  "Employment  Term," and
upon  termination  of  Executive's  employment  with the  Company for any reason
whatsoever  (including  breach  or  alleged  breach  of  this  Agreement  by the
Company),  the  Employment  Term  shall be  terminated.  The  date on which  the
Employment Term ends is referred to herein as the "Termination Date."

     3. Position and Duties.  During the Employment Term,  Executive shall serve
as  Chief  Executive  Officer  ("CEO")  of  the  Company  and  shall  have  such
responsibilities,  duties and authority as the Company's Board of Directors (the
"Board")  and  the  Special  Executive  Committee  of the  Board  (the  "Special
Committee") shall determine from time to time, so long as such responsibilities,
duties and  authority  are  consistent  with those of  Executive  as of the date
hereof. Executive shall devote substantially all his working time and efforts to
the  business and affairs of the Company and shall use his best efforts to carry
out his  responsibilities  faithfully and efficiently in a professional  manner;
provided,  however,  that it is  understood  that  reasonable  time for personal
financial matters and charitable  activities shall not constitute a violation of
this Agreement.

     4. Place of Performance.  During the Employment Term,  Executive's place of
performance  of his  services  shall be Denver  Metropolitan  Area,  except  for
required   travel  by  Executive  on  the   Company's   business  to  an  extent
substantially  consistent with his present business travel obligations or as may
be reasonably required by the Company.

     5. Compensation and Benefits.

     (a) Salary.  During the Employment Term, the Company shall pay to Executive
an annual base salary of Nine Hundred  Thousand  Dollars  ($900,000)  or Seventy
Five Thousand Dollars  ($75,000) per month (the "Base Salary," such salary to be
paid in periodic installments in accordance with the Company's payroll practices
then in effect. The Base Salary may be increased from time to time in accordance
with normal  business  practices of the Company and, if so increased,  shall not
thereafter be reduced. Compensation of Executive by salary payments shall not be
deemed exclusive and shall not prevent Executive from participating in any other
compensation or benefit plan of the Company.  The Base Salary payments hereunder
shall  not in any way  limit or  reduce  any  other  obligation  of the  Company
hereunder, and no other compensation,  benefit or payment hereunder shall in any


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way limit or reduce the obligation of the Company to pay Executive's Base Salary
hereunder.

     (b)  Performance  Bonus.  During the Employment  Period  Executive shall be
eligible to receive a performance  bonus,  based on the Company  meeting certain
financial  targets  set  by  the  Company's  Board  and  the  Special  Committee
("Performance  Bonus"). With respect to the Performance Bonus relating to fiscal
2001  (the  "2001  Bonus"),  Executive's  Performance  Bonus  shall be earned as
follows: the Executive shall earn (i) $100,000 if the Company (on a consolidated
basis with its  subsidiaries)  achieves  $31  million  EBITDA  (the "2001  Bonus
Threshold")  and (ii)  $100,000  for each $1 million in excess of the 2001 Bonus
Threshold;  provided,  however,  that, in no event shall EBITDA in excess of $39
million be taken into  account in  determining  the 2001 Bonus,  with the result
that the 2001 Bonus  shall not exceed  $900,000.  Executive  may be  eligible to
receive a  Performance  Bonus  during  subsequent  years in amounts of up to one
year's  Base  Salary  then  in  effect  based  upon  performance  targets  to be
established  at  the  discretion  of the  Company's  Board  or the  compensation
committee thereof.

     (c)  Reorganization  Bonus.  Executive  shall  be  eligible  to  receive  a
reorganization bonus (the "Reorganization Bonus") equal to $900,000,  payable in
a  lump  sum  ten  (10)  days  after  either  (x)  confirmation  of  a  plan  of
reorganization  for the Company in its currently pending Chapter 11 cases or (y)
consummation  of a sale of  substantially  all the assets of the  Company in the
Chapter 11 cases;  provided,  that such condition is met on or prior to December
31, 2001. If either of conditions (x) or (y) above is met following December 31,
2001, a portion of the  Reorganization  Bonus may become payable,  provided that
the amount of the  Reorganization  Bonus shall be reduced by  $100,000  (but not
below $0) for each whole one-month  period  immediately  following  December 31,
2001.  For purposes of clarity of this Section 5(c), in the event that condition
(x) or (y) above is met  during  the  month of March  2002,  Executive  shall be
entitled  to a  Reorganization  Bonus  equal to  $700,000.  Notwithstanding  the
foregoing,  if conditions  (x) or (y) are met after  December 31, 2001,  and the
reason  such  condition  was not  met  prior  to  December  31,  2001 is lack of
resolution  of  intercreditor  issues  or the  Official  Creditors'  Committee's
refusal to support an Acceptable Plan (as hereinafter  defined)  proposed by the
Company in  sufficient  time for it to be confirmed  by December  31, 2001,  the
Reorganization  Bonus  shall  be  $900,000.  "Acceptable  Plan"  means a plan of
reorganization  for  the  Company  and  its  debtor-subsidiaries   that  (a)  is
confirmable  under  section  1129 of the  Bankruptcy  Code  and (b)  distributes
substantially  all of the  economic  value of the  Company  (subject  to secured
creditors claims and appropriate  consideration for new money infusion,  if any)


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to unsecured  creditors  represented  by the  Committee  and (c)  otherwise  has
customary and reasonable terms.

     (d)  Expenses.  The  Company  will  promptly  reimburse  Executive  for all
reasonable  out-of-pocket  expenses  incurred by Executive during the Employment
Term in connection  with the business of the Company and the  performance of his
duties under this Agreement including,  but not limited to, the reimbursement of
Executive  on  a  fully  tax  grossed-up  basis  for  the  reasonable  costs  of
permanently  relocating to the Denver  Metropolitan  area (including real estate
brokerage  fees  and  costs  and  the  benefits  under  the  Company's  existing
relocation  program for Tier I employees),  upon  presentation to the Company by
Executive of a reasonably  itemized  accounting of such expenses with reasonable
supporting data. All such expenses  relating to Executive's  relocation shall be
reviewed by the Board.

     (e) Other Benefits. During the Employment Term, Executive shall be entitled
to continue to participate in all of the employee benefit plans and arrangements
("Benefit Plans") in effect on the date hereof in which Executive  participates,
or  Benefit  Plans  providing   Executive  with  at  least  equivalent  benefits
thereunder.  Executive  shall be entitled to participate in or receive  benefits
under any Benefit  Plan made  available by the Company in the future to all (but
not less than all) other key  employees,  subject  to and on a basis  consistent
with the  terms,  conditions  and  administration  of such  Benefit  Plans.  Any
payments or benefits payable to Executive hereunder (other than any annual bonus
payment) in respect of any year during which the  Termination  Date occurs prior
to  June  1  shall,   unless  otherwise  provided  in  the  applicable  plan  or
arrangement,  be  prorated  in  accordance  with the number of days in such year
during which the Employment Term was in effect.

     (f) Vacations.  Executive shall be entitled to vacation time, paid holidays
and personal days,  determined in accordance  with the Company's  policy then in
effect but not less than 4 weeks in any calendar year.

     (g) Services  Furnished.  The Company  shall  furnish  Executive  with such
office space,  stenographic  assistance and other office facilities and services
as shall be suitable to Executive's position and adequate for the performance of
his duties as set forth in Section 3 hereof, in the Denver  Metropolitan area or
at the Company's headquarters.

     (h) During the term of this  Agreement,  Executive  will have full use of a
company vehicle at Company's expense.


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     6. Termination.

     (a) If this  Agreement is  terminated  by Executive  for "good  reason" (as
defined below),  or by the Company for any reason other than Executive's  death,
Disability  (as defined in Section 6(d) below) or for "cause" (as defined below)
at any time after May 31, 2001 the Company shall pay Executive  within five days
of the date of the notice of  termination a lump sum  termination  benefit in an
amount equal to fifteen months' Base Salary at the rate then in effect.

     For purposes of this Agreement, termination for "cause" shall be limited to
termination   based  on  Executive's  (i)  willful  and  continued   failure  to
substantially  perform his duties hereunder (other than any such failure arising
from his disability)  provided that Executive shall first have received a notice
in writing  from the Board or the Special  Committee  specifying  in  reasonable
detail the alleged failures and providing Executive a reasonable  opportunity to
cure same; (ii) acts of intentional dishonesty resulting in demonstrable harm to
the Company; or (iii) conviction of felony.

     For purposes of this  Agreement,  Executive  shall be entitled to terminate
this  Agreement  for "good  reason"  if (i)  Executive  is no longer  CEO of the
Company or is required  to report to anyone  other than the Board or the Special
Committee,  (ii)  Executive is assigned  duties  inconsistent  with those duties
customarily assigned to senior executive officers of the Company, or (iii) there
is a material  breach by the Company in the  performance of any of the terms and
conditions of this Agreement,  provided Executive shall first have given written
notice to the Board or the Special Committee regarding such breach and given the
Company a reasonable opportunity to cure such breach.

     (b) If Executive dies during the Employment Term,  Executive's  obligations
under this  Agreement  will  terminate  and the  Company  will pay the estate of
Executive an amount equal to one year's Base Salary at the rate then in effect.

     (c) If, during the Employment Term,  Executive is prevented from performing
his duties by reason of illness or incapacity  for three  consecutive  months in
any one  hundred  eighty  (180) day period (a  "Disability"),  the  Company  may
terminate  this  Agreement,  upon  fourteen (14) days notice to Executive or his
duly appointed legal representative.  Executive will be entitled to all benefits
provided under any disability plans of the Company.


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     (d) The Company shall be responsible for any gross-up  payment  required to
offset any excise taxes  placed on  Executive if any payments  made to Executive
under Section 5(a) are considered  "parachute  payments"  (within the meaning of
Section 280g of the Internal Revenue Code) or any payments or  reimbursements to
Executive for temporary  housing or  relocation  expenses  result in net taxable
income to Executive (net of any offsetting deductions).

     7. Directors' and Officers' Insurance; Indemnification.

     (a) The Company  represents that Executive is covered by the Directors' and
Officers'   liability  insurance  policy  currently  in  effect  which  provides
$60,000,000  of coverage for all directors  and  officers,  and that the Company
will use its commercially  reasonable  efforts to obtain such a policy providing
coverage for acts by officers and  directors  after such date in an amount which
the Special  Committee  and  Executive  in good faith  mutually  determine to be
reasonable.

     (b) In  addition to any rights to  indemnification  to which  Executive  is
entitled under the Company's  Articles of Incorporation and Bylaws,  the Company
shall  indemnify  Executive at all times during and after the Employment Term of
this  Agreement to the maximum  extent  permitted  under the  Delaware  Business
Corporation Act or any successor  provision thereof,  and any and all applicable
state law, and shall pay  Executive's  expenses in defending  any civil  action,
suit or proceeding in advance of the final  disposition of such action,  suit or
proceed ing to the maximum extent permitted under such applicable state laws for
Executive's  action or inaction on behalf of the Company under the terms of this
Agreement  including  but not limited to any acts or alleged acts arising out of
events prior to  Executive's  employment by the Company which  obligation  shall
survive the termina tion of  Executive's  employment or the  termination  of the
other provisions of this Agreement.

     8. Confidential Information, Removal of Documents, etc.

     (a)  Confidential  Information.  The  Executive  shall hold in a  fiduciary
capacity  for  the  benefit  of the  Company  all  trade  secrets,  confidential
information,  and knowledge or data  relating to the Company and the  businesses
and investments of the Company,  which shall have been obtained by the Executive
during the  Executive's  employment by the Company,  including such  information
with  respect  to any  products,  improvements,  formulas,  designs  or  styles,
processes, services, customers, suppliers, marketing techniques, methods, future


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plans or operating practices ("Confidential  Information");  provided,  however,
that Confidential  Information shall not include any information known generally
to the  public  (other  than  as a  result  of  unauthorized  disclosure  by the
Executive)  or any specific  information  or type of  information  generally not
considered  confidential by persons engaged in the same business as the Company,
or information  disclosed by the Company or any officer thereof to a third party
without  restrictions  on the disclosure of such  information.  Except as may be
required or  appropriate  in  connection  with his carrying out his duties under
this Agreement,  the Executive  shall not,  without the prior written consent of
the Company or as may otherwise be required by law or legal process, communicate
or divulge any such  Confidential  Information  to anyone other than the Company
and those designated by the Company.

     (b) Removal of Documents. All records, files, drawings,  documents, models,
and the like  relating  to the  business  of the  Company,  which the  Executive
prepares,  uses or comes  into  contact  with  and  which  contain  Confidential
Information  shall not be  removed by the  Executive  from the  premises  of the
Company  (without  the  written  consent  of the  Company)  during  or after the
Employment  Period  unless such  removal  shall be required  or  appropriate  in
connection  with his carrying out his duties  under this  Agreement,  and, if so
removed by the  Executive,  shall be returned to the  Company  immediately  upon
termination of the Executive's employment hereunder.

     (c) Remedies.  Without prejudice to any other remedies that the Company may
have for breach of this Agreement by the Executive,  in the event of a breach or
threatened breach of this Section 8, the Executive agrees that the Company shall
be  entitled  to  apply  for  injunctive   relief  in  a  court  of  appropriate
jurisdiction  to remedy any such  breach or  threatened  breach,  the  Executive
acknowledging that damages would be inadequate and insufficient.

     Continuing Operation.  Any termination of the Executive's  employment or of
this Agreement shall have no effect on the continuing  operation of this Section
8.

     9.  Severability.  It is the  desire  and  intent of the  parties  that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement is sought.  Accordingly,  if any particular  provision or portion of
this  Agreement  shall be  adjudicated  to be  invalid  or  unenforceable,  this
Agreement  shall  be  deemed  amended  to  delete  therefrom  the  portion  thus
adjudicated  to be invalid or  unenforceable,  such  deletion to apply only with


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respect to the operation of such  provision in the  particular  jurisdiction  in
which such adjudication is made.

     10.  Notices.  All  communications,  requests,  consents and other  notices
provided for in this  Agreement  shall be in writing and shall be deemed give if
delivered by hand or mailed by first class mail,  postage  prepaid,  to the last
known address of the recipient.

     11.  Governing Law. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.

     12.  Assignment.  Neither this Agreement nor any rights or duties hereunder
may be assigned by Executive or the Company without the prior written consent of
the other, such consent not to be unreasonably withheld.

     13. Amendments.  No provisions of this Agreement shall be altered, amended,
revoked or waived except by an  instrument  in writing,  signed by each party to
this Agreement.

     14. Binding Effect.  Except as otherwise  provided  herein,  this Agreement
shall be binding  upon and shall inure to the benefit of the parties  hereto and
their respective legal representatives, heirs, successors and assigns.

     15. Execution in Counterparts. This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constituted one and the same instrument.

     16.  Arbitration.  Any dispute,  controversy or question arising under, out
of, or relating  to this  Agreement  (or the breach  thereof),  or,  Executive's
employment  with the  Company or  termination  thereof,  shall be  referred  for
arbitration  in the  State of  Colorado  to a  neutral  arbitrator  selected  by
Executive  and the  Company and this shall be the  exclusive  and sole means for
resolving such dispute.

     17. Entire  Agreement.  This Agreement sets forth the entire  agreement and
understanding of the parties and supersedes all prior understandings, agreements
or  representations  by or between the parties,  whether written or oral,  which
relate in any way to the subject matter hereof.




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                            By:  /s/Randall Curran
                                               ---------------------------------
                                                  Randall Curran


                                            ICG COMMUNICATIONS, INC.


By:  Bernard L. Zuroff                      By:  /s/William J. Laggett
---------------------------------              ---------------------------------
                                                  Chairman of the Special
                                                  Executive Committee of the
                                                  Board of Directors


                                            ICG HOLDINGS, INC.


                                            By:  Bernard L. Zuroff
                                               ---------------------------------


                                            ICG SERVICES, INC.


                                            By:  Bernard L. Zuroff
                                               ---------------------------------

                                            ICG EQUIPMENT, INC.


                                            By:  Bernard L. Zuroff
                                               ---------------------------------

                                            ICG TELECOM, INC.


                                            By:  Bernard L. Zuroff
                                               ---------------------------------


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