Exhibit 10.20
FORM OF
RETENTION BONUS
AGREEMENT
This (“ Agreement ”) is
entered into by and between you, _______, and Grande Communications
Networks LLC, a Delaware limited liability company and
successor-in-interest to Grande Communications Networks, Inc. (the
“ Company ”), and is effective as of September
14, 2009 (the “ Effective Date ”). In
the event the Grande Communications Transaction (as defined herein)
is not consummated, this Agreement shall be null and
void.
In consideration of the mutual promises and
considerations set forth herein, the parties agree as
follows:
1.
RETENTION BONUS . If (i) you remain
in continuous employment with the Company through the date that is
one hundred eighty (180) days following the Effective Date (the
“ Bonus Date ”) or (ii) your employment is
terminated without Cause (as defined below) by the Company after
the Effective Date but on or before the Bonus Date (each, a “
Bonus Triggering Event ”), the Company will pay you a
retention bonus equal to $______ (less payroll taxes and other
applicable withholdings and deductions) (the “ Retention
Bonus ”), subject to your execution of a release on a
form prepared by the Company (the “ Release ”).
Upon the occurrence of a Bonus Triggering Event, the Retention
Bonus will be paid in a single payment within ten (10) business
days following the eighth (8th) day after you sign and deliver the
Release; provided that if you revoke the Release within such eight
(8) day period or do not execute and deliver the Release to the
Company within thirty (30) business days after the Bonus Triggering
Event, you will not be entitled to any Retention Bonus under this
Agreement. You are not eligible for the Retention Bonus
if you terminate your employment with the Company prior to the
Bonus Date.
2.
GRANDE COMMUNICATIONS
TRANSACTION DEFINED . For purposes of this
Agreement, the “Grande Communications Transaction”
means the consummation of the transactions contemplated by the
Recapitalization Agreement dated as of August 27, 2009, by and
among ABRY Partners VI, L.P., Grande Communications Networks, Inc.,
Grande Communications Holdings, Inc., ABRY Partners, LLC, Grande
Investment L.P., and Grande Parent LLC.
3.
TERMINATION BY DEATH OR PERMANENT
DISABILITY . In the event of your death or
Disability, your employment will terminate, and neither you nor
your estate will receive the Retention Bonus described above in
Paragraph 1. “Disability” means if you
become mentally or physically incapacitated to the extent that you
are unable to perform the usual and normal duties of your
occupation or involvement in the Company for a period of three (3)
months, as determined by the Company following consultation with
and the advice of your attending or family physician or other
qualified physician.
4.
TERMINATION FOR CAUSE . If
your employment is terminated by the Company for Cause before or
after the Bonus Date, the Company shall not have any other or
further obligations to you under this Agreement and you shall not
receive the Retention Bonus.
“Cause” means the occurrence of any
of the following events or reasons:
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Commission of a
felony offense, a misdemeanor punishable by imprisonment, or
commission by you of any act that the Company considers in its sole
opinion to be damaging or discrediting the reputation of the
Company;
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Your commission
of any act of dishonesty, fraud, willful misconduct, unlawful
discrimination or harassment, or theft;
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Your using for
your own benefit any confidential or proprietary information of the
Company, or willfully or negligently divulging any such information
to third parties without the prior written consent of the
Company;
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Your use of
illegal substances or drugs or the use, possession, distribution or
being under the influence of alcohol, illegal substances or drugs
in the workplace; or
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The
determination by the Company that you have failed or refused to
comply with the policies, standards, regulations, instructions, or
directions of the Company as they exist as of the Effective Time or
as they may be modified from time to time.
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5.
CONFIDENTIALITY . The Company’s obligations
under this Agreement are contingent upon your performance of your
obligations set forth in the Release and the obligations as set
forth in the Employee Confidential Information and Invention
Assignment Agreement between you and the Company, if any (the
“Confidentiality Agreement”). Any breach of such
obligations under the Release or Confidentiality Agreement will
result in an immediate termination of the Company’s
obligation under this Agreement, in addition to all other remedies
available to the Company at law or in equity. You further agree to
hold confidential, and not to disclose to anyone, any confidential
information gained in the course of your employment with the
Company and any of its subsidiaries or affiliates except as
necessary and proper for carrying out your job duties. You also
agree to hold confidential, and not to disclose to anyone, the
contents of this Agreement, including its terms and any monetary
consideration paid herein, except as required by lawful subpoena,
for purposes of enforcing this Agreement, to your attorney, or to
your tax advisor.
6.
CANCELLATION OF STOCK O
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