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EXHIBIT 10.3
EMPLOYMENT AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, Frontier Corporation (the "Company") and Xxxxxx X. Xxxxx (the
"Employee") agree to the following terms of employment, which shall commence on
the Closing Date of the Merger of Frontier Subsidiary One, Inc. ("Sub") into
ALC Communications Corporation ("ALC") as contemplated by an Agreement and Plan
of Merger dated as of April 9, 1995 among the Company, Sub and ALC (the
"Merger Agreement"). Capitalized terms not defined herein shall have the
meanings ascribed to them in the Merger Agreement. The term "Company" used in
the Restated Employment Agreement shall as of the Closing Date mean Frontier
Corporation and, as applicable, its subsidiaries.
1. This Agreement incorporates by reference all of the term and conditions set
forth in the Amended and Restated Employment Agreement dated as of January 7,
1994, as amended as of August 23, 1994 and October 21, 1994 (the "Restated
Employment Agreement"), except as specifically modified herein, it being the
understanding of the parties that the terms set forth below shall take
precedence over any inconsistent provision in the Restated Employment
Agreement.
2. Notwithstanding any provision of the Restated Employment Agreement, as of
the Closing Date, the Employee's position with the Company shall be Executive
Vice President and Chief Financial Officer. He shall be a member of the
Company's Management Executive Team. Upon the retirement, resignation or other
termination of employment on the Company's Board of Directors by Xxxx X. Xxxx
("Zrno"), the Employee shall be appointed to the Company's Board of Directors
as Zrno's successor. If Zrno's retirement, resignation or other termination of
employment on the Company's Board of Directors and appointment of the Employee
to the Company's Board of Directors do not occur within 12 months of the
Closing Date, within 12 months following the first anniversary of the Closing
Date, the Employee has the right to resign or otherwise voluntarily terminate
his employment with the Company and be eligible to receive such compensation
and benefits as he would have been entitled to under Section 7.4 of the
Restated Employment Agreement as if he had terminated his employment following
a Change of Control Event.
3. The Employee shall receive annual Base Compensation, beginning on the
Closing Date until December 31, 1996, of $300,000. Such annual Base
Compensation shall thereafter be adjusted consistent with the performance of
the Company and the Employee, but shall be in no event less than $300,000. The
Employee shall participate in the Company's short term incentive compensation
program, with a bonus potential at Standard rating of 50% and at Premier rating
of 87.5% of the Employee's Base Salary for the calendar years 1995 (prorated
from the Closing Date) and 1996 based on the performance of the Company and the
Employee relative to certain Performance Goals
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