Exhibit 10.15
AMENDED EMPLOYMENT AGREEMENT
Robert Larson
This AMENDED EMPLOYMENT AGREEMENT (the
"Agreement") is dated as of December
24, 2008 (the "Effective Date")
by and between Frontier
Communications
Corporation (the "Company") and Robert Larson ("Executive").
WHEREAS, Executive and the
Company entered into an employment agreement
(the "Original Agreement") as of September 1,
2004 (the "Original Effective
Date"), embodying the terms of Executive's
employment and pursuant to which
Executive has been serving as a Senior Vice
President and as the Company's
Controller and Chief Accounting Officer; and
WHEREAS, this Agreement amends
and restates the Original Agreement as of
the Effective Date in order, inter alia, to
evidence formal compliance with
Section 409A of the Internal Revenue Code of 1986, as
amended, and the guidance
thereunder (such Section, referenced herein as
"Section 409A"; and such code,
referenced herein as the "Code");
NOW, THEREFORE, in
consideration of the premises and mutual
covenants
herein and for other good and valuable
consideration, the parties agree as
follows:
1. Term of Employment.
Subject to the provisions of Section 8 of
this
Agreement, Executive shall be
employed by the Company, and
any of its
subsidiaries that the Chief Executive
Officer (the "CEO") or the Board of
Directors of the Company (the "Board") shall designate for a
period commencing
on the Original Effective Date and ending on the fifth
anniversary thereof (the
"Initial Term"), on the terms and subject to the
conditions set forth in this
Agreement. Following the Initial
Term, the term of employment under this
Agreement shall automatically be renewed for additional terms of
one year on the
last day of the Initial Term and each anniversary of the last day
of the Initial
Term (the Initial Term and any annual extensions of the term
of this Agreement,
referenced together herein as the "Employment
Term"), subject to Section 8 of
this Agreement, unless the Company or
the Executive gives the other party
written notice of non-renewal at least ninety (90) days
prior to such last day
or anniversary.
2. Position.
a. During the
Employment Term, Executive shall serve as
Senior Vice
President and as the Company's Controller and Chief Accounting
Officer and shall
report directly to the Chief Financial Officer of the Company. In
such position,
Executive shall have such duties and authority commensurate with
the position of
controller and chief accounting officer of a company of
similar size and nature
and as the Company's Chief Financial Officer shall otherwise
determine from time
to time.
b. During the Employment
Term, Executive will devote Executive's
full
business time and best efforts (excluding any periods of vacation
or sick leave)
to the performance of Executive's duties
hereunder and will not engage in any
other business, profession or occupation for
compensation or otherwise which
would conflict or interfere with the rendition of such
services either directly
or indirectly, without the prior written consent
of the Board; provided that
nothing herein shall preclude Executive, subject
to the prior approval of the
Board, from accepting appointment to
or continue to serve on any board of
directors or trustees of any
business corporation or
any charitable
organization, provided in each case in the aggregate,
that such activities do
not conflict or interfere with the performance of Executive's
duties hereunder
or conflict with Section 10 of this Agreement.
<PAGE>
3. Base Salary. During the Employment
Term, the Company shall pay Executive
a base salary at the annual rate of $175,000, payable
in substantially equal
periodic payments in accordance with the Company's practices for
other executive
employees, as such practices may be
determined from time to time. Executive
shall be entitled to such increases in Executive's base
salary, if any, as may
be determined from time to time in the sole discretion
of the Chief Financial
Officer, the CEO and the Board. Executive's
annual base salary, as in effect
from time to time, is hereinafter referred to as the "Base
Salary."
4. Annual Bonus. During the Employment
Term, Executive shall be eligible to
earn an annual bonus award (an "Annual Bonus"), with a target bonus
amount equal
to 50% of the Base Salary (the "Target Bonus"), with
adjustments based on the
schedules set forth in the Citizens Incentive Plan or
any successor plan, as
each may be amended from time
to time (the "Incentive Plan"),
but the
adjustments shall in no event be less favorable
to Executive than those set
forth in such Plan for the 2004 calendar year. The
Annual Bonus for a calendar
year shall be paid no later than permitted under the Incentive Plan
and no later
than the date that other officers of the Company are paid
their annual bonuses
for such calendar year.
5. Long-Term Incentive.
With respect to each fiscal year
during the
Employment Term, the Company shall
grant no later than each March of the
following year to Executive a number of restricted
shares of common stock (the
"Restricted Shares") with an aggregate
value equal to between $200,000 and
$300,000, as determined by the
Compensation Committee of the Board
(the
"Compensation Committee"). Subject
to Section 8(b)(ii)(D) and
Section
8(c)(iii)(E), below, each annual grant of
Restricted Shares shall vest and
become non-forfeitable as to twenty
(20) percent of the shares initially
granted, on each anniversary of the date of grant and shall
be fully vested and
100 percent non-forfeitable upon the fifth anniversary of the date
of grant.
6. Employee Benefits; Business
Expenses.
a. Employee Benefits.
During the Employment Term, Executive (and
his
eligible dependents) shall be entitled to participate in the
Company's pension,
profit sharing, medical, dental, life insurance and other employee
benefit plans
(other than severance plans) (the "Company
Plans"), as in effect from time to
time (collectively the "Employee Benefits") on the same basis
as those benefits
are generally made available to other executives at his level of
the Company.
b. Business Expenses. During
the Employment Term, reasonable
business
expenses incurred by Executive in
the performance of Executive's duties
hereunder shall be reimbursed by the Company in
accordance with the Company's
policies.
7. [Intentially Left Blank.]
8. Termination.
Executive's employment hereunder may be
terminated by
either party at any time and for any reason; provided
that Executive will be
required to give the Company at least 60 days
advance written notice of any
resignation of Executive's employment.
Notwithstanding any other provision of
this Agreement other than Section 13(l)
through (p), the provisions of this
Section 8 shall exclusively govern
Executive's rights upon termination of
employment with the Company.
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<PAGE>
a. By the Company For
Cause or By Executive Resignation Without
Good
Reason.
(i) The Employment
Term and Executive's employment
hereunder may be
terminated by the Company for Cause (as
defined below) and shall terminate
automatically upon Executive's resignation without Good
Reason; provided that
Executive will be required to give the Company at least 60 days
advance written
notice of such resignation.
(ii) For purposes of this
Agreement, "Cause" shall mean Executive's (A)
willful and continued failure (other
than as a result of physical or mental
illness or injury) to perform his material duties (as described in
Section 2) to
the Company or its subsidiaries which continues beyond
10 days after a written
demand for substantial performance is delivered to Executive by the
Company (the
"Cure Period"), which demand shall
identify and describe such failure with
sufficient specificity to allow Executive to respond; (B) willful
or intentional
conduct that causes material and demonstrable injury,
monetarily or otherwise,
to the Company; (C) conviction of, or a plea of
nolo contendere to, a crime
constituting (x) a felony under the laws of
the United States or any state
thereof or (y) a misdemeanor involving moral turpitude;
or (D) material breach
of this Agreement, including, without
limitation, engaging in any action in
breach of Section 9 or Section 10 of this Agreement, which
continues beyond the
Cure Period (to the extent that, in the Board's reasonable
judgment, such breach
can be cured). For purposes of this Section 8(a)(ii), no act, or
failure to act,
on the part of Executive shall be considered "willful" or
"intentional" unless
it is done, or omitted to be done, by
Executive in bad faith and without
reasonable belief that Executive's action or inaction was in
the best interests
of the Company. Any act, or failure to act, based upon
authority given pursuant
to a resolution duly adopted by the Board or upon the
instructions of the Chief
Financial Officer of the Company or other senior officer of the
Company or based
upon the advice of counsel for the Company shall be
conclusively presumed to be
done, or omitted to be done, by
Executive in good faith and in the best
interests of the Company.
(iii) If Executive's employment is
terminated by the Company for Cause, or
if Executive resigns without Good
Reason, Executive shall be entitled to
receive:
(A)
the Base Salary through the
date of termination, paid in
substantially equal
periodic installments on the schedule specified
in
Section 3 (but not less frequently than
monthly);
(B) any
Annual Bonus earned but unpaid as of the date of
termination
for any previously
completed fiscal year, paid no later than
permitted
under the Incentive Plan and no
later than the date that other officers of
the Company are paid their annual bonuses
for any such year;
(C)
reimbursement for any unreimbursed business
expenses properly
incurred by Executive in accordance
with Company policy prior to the date
of Executive's termination, paid at the
time specified in Section 13(m);
(D) any
accrued but unpaid vacation, paid in accordance with the terms
of the Company's vacation policy; and
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<PAGE>
(E) such Employee
Benefits, if any, to which Executive may be
entitled
under the applicable Company Plans upon termination of employment
hereunder (the
payments and benefits described in clauses (A) through (E) hereof
being referred
to, collectively, as the "Accrued Rights").
As necessary for
compliance with the
requirements of the Code and
notwithstanding any contrary provision of this
subsection, payments under this
subsection are subject to Section 13(l) through (p).
Following such termination
of Executive's employment by the Company for Cause or
resignation by Executive,
except as set forth in this Section 8(a)(iii) and Section
8(g), Executive shall
have no further rights to any compensation or any
other benefits under this
Agreement.
b. Disability or Death.
(i) Executive's employment hereunder shall
terminate upon Executive's death
and may be terminated by the Company if Executive becomes
physically or mentally
incapacitated and is therefore unable for a period of six (6)
consecutive months
or for an aggregate of nine (9) months in any
twelve (12) consecutive month
period to perform Executive's duties (such incapacity is
hereinafter referred to
as "Disability"). Any question as to
the existence of the Disability of
Executive as to which Executive and the Company cannot agree shall
be determined
in writing by a qualified independent physician mutually acceptable
to Executive
and the Company. If Executive and the
Company cannot agree as to a qualified
independent physician, each shall
appoint such a physician and those two
physicians shall select a third who shall make such
determination in writing.
The determination of Disability made in
writing to the Company and Executive
shall be final and conclusive for all purposes of the
Agreement.
(ii) Upon termination of
Executive's employment hereunder for
either
Disability or death, Executive or Executive's estate (as the case
may be), shall
be entitled to receive:
(A) the
Accrued Rights;
(B)
continued payment of Executive's Base Salary
during the period
commencing on the date of
Executive's termination of employment and ending
on the date that is six months after the
date of Executive's termination of
employment (applying the definition of
such term in Section 13(n)), paid in
substantially equal
periodic installments on the schedule specified
in
Section 3, but not less frequently than
monthly (such continued Base Salary
shall be subject to the six-month
delay as applicable under Section 13(o)
and (p));
(C) a pro
rata portion of the Annual Bonus, if any,
that Executive
would have been entitled to receive
pursuant to the Citizens Incentive Plan
in the year of termination, based on
actual performance through the date of
termination; and
(D)
all Restricted Shares that have been
granted as of the date of
Executive's termination shall
be fully vested and non-forfeitable as of
such date, and Executive shall not be
entitled to any further annual grants
of Restricted Shares under Section 5 of
this Agreement.
(iii) Upon termination
of Executive's employment
hereunder due to
Executive's death or Disability, in
addition to the benefits described in
Section 8(b)(ii) above, the Company shall provide Executive (in the
event of his
Disability) and Executive's spouse with health
benefits (pursuant to the same
Company Plans that are health benefit plans and
that are in effect for active
employees of the Company), until
the second anniversary of the date
of
Executive's death or Disability.
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<PAGE>
(A) To the
extent that such health benefit plan coverage is
provided
under a self-insured plan maintained
by the Company (within the meaning of
Section 105(h) of the Code):
(I) the charge to Executive for each month of coverage will
equal
the monthly
COBRA charge established by the Company for such coverage
in which the
Executive or the Executive's spouse (as
applicable) is
enrolled
from time to time, based on the coverage generally
provided
to
salaried employees (less the amount of any
administrative charge
typically assessed by the Company as part of its COBRA
charge), and
Executive will be required to pay such monthly charge
in accordance
with the
Company's standard COBRA premium payment requirements; and
(II) on the date of Executive's termination of employment
within
the meaning
of Section 13(n), the Company will pay Executive
a lump
sum in
cash equal, in the aggregate, to the
monthly COBRA charge
established by the Company on the payment date
for family coverage
with respect
to the highest value health coverage provided to salaried
employees
under such self-insured plan for each month of coverage
in
the two year
period. For this purpose, the Company's
monthly COBRA
charge for
family coverage will be increased by 10% on each January in
the
projected payment period and such increased amount shall
apply to
each
successive month in the calendar year in
which the increase
became
applicable.
(B) To the
extent that such health benefit plan coverage is
provided
is provided under a fully-insured
medical reimbursement plan (within the
meaning of Section
105(h) of the Code), there will be no
charge to
Executive for such coverage.
As necessary for
compliance with the
requirements of the Code and
notwithstanding any contrary provision of this
subsection, payments under this
subsection are subject to Section 13(l)
through (p). Following Executive's
termination of employment due to death or
Disability, except as set forth in
this Section 8(b), Executive shall have no further rights to any
compensation or
any other benefits under this Agreement.
c. By the
Company Without Cause or by Executive Resignation for
Good
Reason.
(i) Executive's employment hereunder may be terminated (A) by
the
Company
without Cause (which shall not include Executive's termination
of
employment due to his Disability) or (B) by
Executive for Good
Reason (as
defined below).
(ii) For purposes of this Agreement, "Good Reason" shall mean
(A) the failure of the Company to pay or cause to
be paid
Executive's Base Salary or Annual Bonus, when due hereunder,
(B) any substantial and sustained diminution in
Executive's
authority or responsibilities from those described in
Section 2
hereof,
(C) a relocation of Executive's principal office
location
more than 25 miles from the Company's
Stamford, Connecticut
headquarters area, or
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<PAGE>
(D) any other material breach of a material
provision of
this Agreement;
provided that any of the events described in subparagraphs
(A), (B), (C) or (D)
of this Section 8(c)(ii) shall constitute Good
Reason only if (I) the Company
fails to cure such event within 30 days after receipt from
Executive of written
notice of the event which constitutes Good Reason (with
sufficient specificity
from Executive for the Company to respond to
such claim) and (II) Executive
terminates employment with the Company
within two years after the initial
existence of such event or circumstances.
(iii) If
Executive's employment is terminated by the Company
without
Cause (other than by reason of death
or Disability) or by Executive for
Good Reason,
subject to Executive's
satisfaction of the release
requirements set forth in Section
8(f)(ii), the Company (1) shall then pay
or provide to the Executive
the compensation and benefits described in
subparagraphs (A) and (D)
below, (2) shall begin paying to the Executive
the compensation
described in subparagraphs (B) and
(C), and (3) the
vesting provided for by subparagraph (E)
below shall apply, in each case on
the Expiration Date (as defined in Section
8(f)(ii)):
(A) the Accrued Rights;
(B) subject to Executive's
continued compliance with the
provisions
of Section 9 and Section 10 of this Agreement, the
amount
that is
equal to 1/36th of the sum of -
(I) three times Executive's annual Base Salary in effect
on
the date of Executive's
termination of employment (the
"Termination Date"), and
(II) two times Executive's annual Target Bonus in effect
on
the Termination Date,
shall be paid each month for the 36-month period
commencing on the Termination
Date (it being understood that Executive
shall receive no payment until the
Expiration Date at which time Executive shall receive a
catch-up payment on the
Expiration Date that includes all monthly installments
due for the period from
the Termination Date through the Expiration Date)
(with such 36-month period
constituting the "Severance Period")
(such catch-up payment and continued
installments shall be subject to a six-month delay as
applicable under Section
13(o) and (p)); provided, however,
that any payments described in
this
subparagraph (B) that are exempt from Section
409A shall be reduced or offset
entirely, at the time such payments are otherwise required to be
made under this
subparagraph (B), by any amounts due and owing by
Executive to the Company for
funds borrowed from or advanced by the Company (to the
extent permitted under
applicable law);
(C) continuation of health benefits (pursuant to the same
Company
Plans that
are health benefit plans and that are in effect for
active
employees of
the Company) with health benefit coverage retroactive to
the
Termination Date (once the Expiration Date is
reached and the
release is
in effect), and then continuing until the earlier to
occur
of the end
of the Severance Period and the date on
which Executive
becomes eligible to receive comparable benefits
from any subsequent
employer
(I) To the extent that such health benefit plan coverage
is
provided under a self-insured plan
maintained by the Company
(within the meaning of Section 105(h) of the Code):
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<PAGE>
(1) the charge to Executive for each month of coverage
will equal the monthly COBRA charge
established by the
Company for such coverage in which the
Executive or the
Executive's spouse (as applicable) is enrolled from time
to
time, based on the coverage generally provided to
salaried
employees (less the amount of any
administrative charge
typically assessed by the Company as
part of its COBRA
charge), and Executive will be required to pay such
monthly
charge in accordance with the
Company's standard COBRA
premium payment requirements; and
(2) upon termination of employment, the Company
will
pay Executive a lump sum in cash
equal, in the aggregate, to
the monthly COBRA charge established by the Company on
the
payment date for family coverage with respect to the highest
&
