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

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

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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

Exhibit No.

Description

10.1

Executive Severance Agreement dated November 27, 2017, by and between Zayo Group, LLCand Daniel P. Caruso.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Zayo Group Holdings, Inc.

By:

/s/ Matt Steinfort

Name:

Matt Stenfort

Title:

Chief Financial Officer

DATED:November 29, 2017


ZAYO GROUP LLC Exhibit
EX-10.1 2 ex-10d1.htm EX-10.1 Exh 10.1 Exhibit 10.1 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (the “Agreement”) is entered into as of November 27,…
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About Zayo Group Holdings, Inc. (NYSE:ZAYO)

Zayo Group Holdings, Inc. is a provider of bandwidth infrastructure in the United States, Canada and Europe. The Company operates in five segments, including Dark Fiber Solutions, Network Connectivity, Colocation and Cloud Infrastructure, Zayo Canada and Other. Its key products include leased dark fiber, fiber to cellular towers and small cell sites, wavelength connections, Ethernet, Internet Protocol (IP) connectivity and cloud services. Its products and services enable high-bandwidth applications, such as cloud-based computing, video, mobile, social media and machine-to-machine connectivity. As of June 30, 2016 the Company owned fiber networks in 300 metro markets, including metro areas, such as New York, Chicago, San Francisco, Paris, and London, as well as smaller metro areas, such as Allentown, Pennsylvania, Fargo, North Dakota, and Spokane, Washington. The Company also provides its network-neutral colocation and interconnection services utilizing its own data centers.

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