0001043039-08-000109 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2008 • D&e Communications Inc • Telephone communications (no radiotelephone)

This amended and restated Agreement is effective as of December 17, 2008 by and, between D&E Communications, Inc., a Pennsylvania business corporation, having its principal office at 124 East Main Street, Ephrata, PA 17522-0458 ("D&E") and Albert H. Kramer, having an address of 1932 Heatherton Drive, Lancaster, PA 17601 ("Executive").

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D&E Communications, Inc. Non-Compete Agreement
Non-Compete Agreement • December 23rd, 2008 • D&e Communications Inc • Telephone communications (no radiotelephone) • Pennsylvania

This AGREEMENT is made this 17th day of December, 2008, by and between Leonard J. Beurer (“Employee”) and D&E Communications, Inc. (“Company”), as a condition of continued employment. In consideration of the Company’s extension of additional severance benefits to Employee, and Employee’s acceptance thereof, and in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of such consideration being hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AMENDMENT TO D&E COMMUNICATIONS, INC. PERFORMANCE RESTRICTED SHARE AWARD AGREEMENTS
D&e Communications Inc • December 23rd, 2008 • Telephone communications (no radiotelephone)

THIS AMENDMENT to the D&E Communications, Inc. Performance Restricted Share Award Agreements, hereinafter individually and collectively called the “Agreement” is hereby executed this day of __________, 2008.

EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2008 • D&e Communications Inc • Telephone communications (no radiotelephone)

This amended and restated Agreement is effective as of December 17, 2008 by and between D&E Communications, Inc., a Pennsylvania business corporation, having its principal office at 130 East Main Street, Ephrata, PA 17522-0458 ("D&E") and James W. Morozzi, having an address of 2602 Lloyd Lane, Eagleville, PA 19403 ("Executive").

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