Exhibit 10.6
July 18, 2000
CFW Communications Company
000 Xxxxxx Xxxx
Xxxxx 000
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx
Re: Management Continuity Agreement
Executive Supplemental Retirement Plan, as amended
401(k) Restoration Plan
Dear Xx. Xxxxxxxxx:
In connection with the investment by Welsh, Carson, Xxxxxxxx & Xxxxx, VIII,
L.P. and Welsh, Carson, Xxxxxxxx & Xxxxx, IX, L.P. (collectively "WCAS") in CFW
Communications Company (the "Company") and in recognition of the value of such
investment to the Company, the undersigned hereby agrees that, with respect to
the above-referenced agreement and plans:
1. A "change in control" shall not include an acquisition, directly or
indirectly, of more than 30% of the combined voting power of the Company's then
outstanding securities by WCAS, any Controlled Entity and any person to whom
WCAS is permitted to transfer its Common Stock or Preferred Stock ("Permitted
Transferee") pursuant to the Shareholder's Agreement, as amended, restated or
modified from time to time in accordance with the terms thereof ("Shareholder's
Agreement") dated July 11, 2000 among the Company, WCAS and certain other
Persons, but only so long as WCAS, any Controlled Entity, and any Permitted
Transferee shall comply with Article 5 of the Shareholder's Agreement.
2. "Controlled Entity" shall mean any entity in which WCAS owns the
majority of the voting shares or securities or has the ability (whether through
the ownership of voting securities, contract or otherwise) to elect a majority
of the board of directors or other similar governing body or of which WCAS has
the authority to control or direct the investment decisions.
Sincerely,
________________________________
Participant
