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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, Frontier Corporation (the "Company") and Xxxx X. Xxxx (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 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 between the
Employee and ALC (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 as its Vice
Chairman of the Board of Directors. The Employee's compensation shall be an
annual salary of $300,000. If the Employee has not retired or otherwise
voluntarily terminated his employment within six months following the Closing
Date, the Employee shall be provided grants of stock options and a bonus under
the Company's short term incentive compensation program as determined by the
Company's Board of Directors. In such event, the Employee shall also be
eligible to participate in the Company's retirement and pension plans currently
maintained by the Company for its executive employees on terms to be approved
by the Board of Directors.
3. Section 1.2(iii) of the Restated Employment Agreement is hereby deleted.
The Company and the Employee agree that the Employee shall be able to work from
an office in a location that is mutually agreeable to the Company and the
Employee, and the Company and the Employee shall determine together whether and
when relocation is appropriate. If the Company designates a work location
other than the current location of ALC's headquarters, the Employee agrees to
spend an amount of time reasonable under the circumstances working at such
designated work location.
4. The following shall be added to Section 5 of the Restated Employment
Agreement: For a period of 24 months following the Closing Date, the Employee
covenants and agrees that he shall not be a full time consultant, agent,
representative or employee of LCI Communications, Inc., LDDS Corporation or
Cable & Wireless, Inc. (the
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