EXHIBIT 10.30
[FairPoint Communications, Inc. logo]
November 13, 2002
Xxxxxxx X. Xxxx, Esquire
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xxxxxxx:
Pursuant to your offer letter from FairPoint Communications, Inc. (the
"Company") dated September 1, 2000 (the "Agreement"), a copy of which is
attached, you are eligible for certain severance benefits should your employment
be terminated by the Company without Cause, all as set forth in the Agreement.
Such benefits are no longer available to you after October 9, 2003, as the
Agreement now reads.
By this letter, the Agreement is hereby modified to delete the words
"prior to 10/9/03" on Exhibit A, paragraph (b). Accordingly, the benefits
outlined to you on Exhibit A are available to you and your family, as
applicable, should your employment be terminated by the Company at any time, all
as provided in the Agreement, as hereby modified.
In all other respects, you shall continue as an employee at will with
the same benefits and prerequisites applicable generally to other employees of
the Company.
Sincerely,
/s/ Xxxx Xxxxxxx
--------------------------
Xxxx Xxxxxxx
/bcs
Encl.
[FairPoint Communications, Inc. logo]
September 1, 2000
Xx. Xxxxxxx X. Xxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xx. Xxxx:
It is with pleasure that I offer you the position of Vice President, General
Counsel and Secretary for FairPoint Communications, Inc. reporting to Xxxx
Xxxxx.
o Your starting salary will be $160,000 annually with the opportunity for
a 40% annual bonus. Such bonus will be guaranteed for your initial year
of employment and paid prorata on December 31, 2000 and on your first
anniversary date.
o A performance review will be completed no later than one (1) year from
your start date and annually thereafter.
o You will be granted options for 70,000 shares of stock upon joining and
eligible for additional grants based upon performance.
o You will receive the standard Fairpoint Communications, Inc. benefit
package including health care, dental care, vision care, life
insurance, STD, LTD effective your date of hire. You will be eligible
to participate in the 401-k the first of the month after 90 days of
employment.
o You shall qualify for four (4) week's vacation annually.
o You will be eligible for severance as detailed in the attached Exhibit
A.
o Your start date will be October 9, 2000.
More detailed information and your employment forms will be sent to you shortly
after your acceptance of this offer has been received. I will meet with you on
your first day of employment to review your new hire packet. If you have any
questions, please give me a call at (000) 000-0000.
NOTHING IN THIS LETTER OF UNDERSTANDING SHALL CONSTITUTE ANYTHING OTHER THAN
AT-WILL EMPLOYMENT. NO REPRESENTATIVE OTHER THAN THE CHIEF EXECUTIVE OFFICER OF
FAIRPOINT COMMUNICATIONS, INC. HAS THE AUTHORITY TO ENTER INTO ANY AGREEMENT FOR
EMPLOYMENT OR BENEFITS FOR ANY SPECIFIC PERIOD OF TIME, OR MAKE ANY AGREEMENT
CONTRARY TO THE FOREGOING.
If you agree to accept this employment offer, please sign and date this letter
and return to this office no later than September 5, 2000. This offer expires at
midnight on September 5, 2000.
Sincerely,
/s/ Xxxx Xxxxx
-----------------------------------
Xxxx Xxxxx
VP Benefits and Administration
Offer understood and accepted by:
/s/ Xxxxxxx X. Xxxx Sept. 5, 2000
-------------------------------- -----------------------------------
Signature Date
EXHIBIT A -- XXXXXXX X. XXXX EMPLOYMENT LETTER
OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) FOR CAUSE OR UPON EMPLOYEE'S VOLUNTARY RESIGNATION. If the
Company shall terminate Xx. Xxxxxxx X. Xxxx (the "Executive")
for Cause, or the Executive shall voluntarily resign her
employment, the Executive shall not be entitled to any
benefits pursuant to this Agreement.
(b) WITHOUT CAUSE. In the event that the Executive's employment is
terminated by the Company without "cause" and not as a result
of a Change of Control, prior to 10/9/03, the Executive shall
be entitled to receive in a lump sum payment from the Company,
an amount equal to the Executive's Annual Base Salary as of
the date of termination for a period of twelve (12) months
plus all accrued and unpaid base salary and benefits as of the
Date of Termination. In addition, the Company shall maintain
the Executive's long term disability and medical benefits for
a period of twelve (12) months following the Date of
Termination.
(c) CHANGE OF CONTROL. In the event that the Company terminates
the Executive's employment upon a Change of Control (as
defined below), the Executive shall be entitled to receive
from the Company in a lump sum payment, an amount equal to the
Executive's Annual Base Salary as of the Date of Termination
for a period of twelve (12) months. In addition, the Company
shall maintain the Executive's long term disability and
medical benefits for a period of twelve (12) months following
the Date of Termination.
SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws, such provision shall be fully
severable, this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Agreement,
and the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement.
For purposes of this Agreement, "Cause" shall mean (a) misappropriating any
funds or any material property of the Company; (b) obtaining or attempting to
obtain any material personal profit from any transaction in which the Executive
has an interest which is adverse to the interest of the Company unless the
Company shall first give its consent to such transaction; (c) (i.) the willful
taking of actions which directly impair the Employee's ability to perform the
duties required by the terms of his employment; or (ii.) taking any action
detrimental to the Company's goodwill or damaging to the
Company's relationships with its customers, suppliers or employees; provided
that such neglect or refusal, action or breach shall have continued for a period
of twenty (20) days following written notice thereof; (d) being convicted of or
pleading nolo contendere to any crime or offense constituting a felony under
applicable law or any crime or offense involving fraud or moral turpitude; or
(e) any material intentional failure to comply with applicable laws or
governmental regulations within the scope of employment as defined by this
Agreement. For purposes of the Agreement, "without Cause" shall mean a
termination by the Company of the Executive's employment for any reason other
than a termination based upon Cause, death, Disability or upon a Change of
Control, as defined below.
For purposes of this Agreement, a "Change of Control" shall be deemed to have
occurred if: (a) TH Xxx and Xxxxx & Company no longer own, either directly or
indirectly, shares of capital stock of the Company entitling them to 51% in the
aggregate of the voting power for the election of the directors of the Company,
as a result of a merger or consolidation of the Company, a transfer of capital
stock of the Company or otherwise, or (b) the Company sells, assigns, conveys,
transfers, leases or otherwise disposes of, in one transaction or a series of
related transactions, all or substantially all of its property or assets to any
other person or entity.
