Zayo Group Holdings, Inc. (NYSE:ZAYO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 2, 2017, the Employment Agreement dated as of February 15, 2014, and amended as of October 2, 2014, among Communications Infrastructure Investments, LLC, Zayo Group Holdings, Inc. (“ZGH”), and Daniel P. Caruso (“Executive”) expired in accordance with its terms. On November 27, 2017, Zayo Group, LLC (the “Company,” and, together with ZGH, the “Companies”) entered into an Executive Severance Agreement with Executive, the Companies’ Chairman and Chief Executive Officer (the “Agreement”). to the Agreement, in the event that Executive is terminated without “cause” (as defined in the Agreement) or resigns for “good reason” (as defined in the Agreement), all of Executive’s unvested Company equity awards will continue to vest in accordance with the terms set forth in the governing grant documents, as though a termination of employment had not occurred. to the Agreement, in the event that the Company undergoes a “change in control” (as defined in the Agreement), all of Executive’s unvested equity will vest in full as of the consummation of the change in control, with performance-based awards vesting based on the greater of (i) actual performance through a date prior to the change in control, as determined by the Company’s board of directors (the “Board”), or (ii) target performance (defined as 20% annual total shareholder return). In exchange for these benefits, Executive must execute a general release of claims against the Company and comply with the restrictive covenants set forth in any other agreement between Executive and the Company. With respect to the benefits to be provided in the event that Executive is terminated without “cause” or resigns for “good reason” only, Executive must remain available to the Company and the Board for consultation and support for a one-year period.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(a)Exhibits.The following exhibit is filed with this form 8-K