Exhibit 10.6
CHANGE OF CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT
(“Agreement”) is made as the 6 th day of June,
2007, (“Date of Agreement”) between Dobson
Communications Corporation, an Oklahoma corporation (the
“Company”) and, together with any of its subsidiaries
or successors in interest, including a successor in a Change in
Control (as defined below), (“Employer”), and Trent W.
LeForce (“Executive”).
WHEREAS, Executive provides valuable
services to the Company;
WHEREAS, the Company recognizes that
a Change in Control can create uncertainties for Executive
resulting in the possibility of Executive leaving the employment of
the Company or Executive’s distraction from management duties
to the detriment of the Company;
WHEREAS, the Company desires to
induce Executive to remain employed at the Company and to eliminate
distractions to Executive related to a Change in Control by
offering Executive certain severance payments and benefits as
described in this Agreement which the Employer shall provide to
Executive; and
WHEREAS, Executive desires to remain
employed by the Company and to avoid distractions which a Change in
Control may cause.
NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein, the Company and
Executive agree as follows:
1. Severance Payment
.
(a) If,
subject to the conditions set forth in Section 1(b) below,
Executive’s employment with the Employer is terminated under
the circumstances contemplated by Section 1(b), Employer shall
pay Executive, a single lump sum severance payment equal to .5
times Executive’s Annual Compensation as in effect
immediately prior to the Change of Control (the “ Severance
Payment”). In addition, Executive shall be paid by Employer
for Executive’s pro rata bas annual salary, accrued vacation
pay, and any other amount of compensation due Executive through the
last day of Executive’s employment with Employer (“Date
of Termination”).
(b) Executive
shall only be entitled to the Severance Payment or other benefits
under this Agreement if: (i) the Company has undergone a
Change in Control prior to the third anniversary of the Date of
Agreement; (ii) Executive is employed by the Company at the
time of the Change in Control; (iii) Executive makes herself
immediately available for continued employment by the Employer; and
(iv) (A) the Employer elects not to continue Executive’s
employment in connection with such Change in Control or
(B) prior to the first anniversary of such Change in Control,
Executive’s employment with the Employer is terminated by the
Employer without Cause. For the avoidance of doubt, if
Executive’s employment with the Employer terminates under any
other circumstances, including by reason of death, disability,
retirement, resignation, or termination by the Employer for Cause,
Executive shall not be entitled to any Severance Payment or other
benefits under this Agreement whatsoever.
(c) The
Employer shall pay the Severance Payment to Executive in cash or
wire transfer of immediately available funds within 30 days of
the Date of Termination under the circumstances contemplated by
Section 1(b). If Executive dies after such termination but
before the Severance Payment is paid in full, Employer shall pay
the Severance Payment to Executive’s legal heirs or estate.
The Severance Payment shall be subject to all required tax
withholdings by the Employer.
(d) Upon
a termination under the provisions of Section 1(b), Executive
shall also receive a prorated payment under any annual cash
incentive bonus plan then in effect, subject to the terms and
conditions set forth below. The Company’s current annual cash
incentive bonus plan establishes both subjective and objective
performance criteria (and for some Executives, individual and
Company criteria) that must be satisfied for an employee to be
eligible for a bonus. In determining whether Executive is entitled
to a prorated payment of an annual bonus under this provision, the
Company shall: (i) assume that any subjective or individual
performance criteria applicable to the Executive have been 100%
satisfied; and (ii) with respect to any objective Company
performance criteria applicable to the Executive, compare the
actual performance of the Company for the respective fiscal year
through the end of the month prior to the Date of Termination,
against the budget targets for those objective Company performance
criteria levels for such period. The performance criteria will then
be evaluated under the terms of the annual cash incentive bonus
plan. To the extent such criteria are deemed to be satisfied in
accordance with the foregoing, and a bonus would be payable to
Executive, such bonus shall be prorated for the respective fiscal
year through the Date of Termination. Such prorated bonus, if any,
shall be due and payable within ten (10) days of the Date of
Termination.
(e) The
Employer will maintain in full force and effect, for the continued
benefit of Executive (and Executive’s spouse and/or
Executive’s dependents, as applicable) for a period of six
(6) months following the Date of Termination the medical,
hospitalization, and dental programs, in which Executive (and
Executive’s spouse and/or Executive’s dependents, as
applicable) participated immediately prior to the Date of
Termination at the level in effect and upon substantially the same
terms and conditions (including without limitations contributions
required by Executive for such benefits) as existed immediately
prior to the Date of Termination; provided, if the Executive (or
Executive’s spouse) is eligible for Medicare of a similar
type of government medical benefit, such benefit shall be the
primary provider before the Employer’s medical benefits are
provided. If Executive (or Executive’s spouse and/or
Executive’s dependents) cannot continue to participate in the
Employer’s programs providing such benefits, the Employer
shall arrange to provide Executive (and Executive’s spouse
and/or Executive’s dependents, as applicable) with the
economic equivalent of such benefits which they otherwise would
have been entitled to receive under such plans and programs
(“Continued Benefits”). However, if Executive becomes
reemployed with another employer and is eligible to receive
medical, hospitalization and dental benefits under another
employer-provided plan, the medical, hospitalization and dental
benefits described herein shall be secondary to those provided
under such other plan during the applicable period.
(f) The
Employer shall reimburse Executive, pursuant to the
Employer’s policy, for reasonable business expenses incurred,
but not paid, prior to the Date of Termination.
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(g) Executive
shall be entitled to any other rights, compensation and/or benefits
as may be due to Executive following such termination to which
Executive is otherwise entitled in accordance with the terms and
provisions of any plans or programs of the Company in effect
immediately prior to the Change in Control and/or of the Employer
after the Change in Control.
2. No Guarantee of
Employment . Executive hereby acknowledges and agrees that
nothing in this Agreement constitutes a guarantee or assurance of
continued employed with the Company or the Employer and that
Executive’s only rights under this Agreement are to payment
of the Severance Payment, and other listed benefits in accordance
with the terms of this Agreement.
3. Certain Definitions .
The following capitalized terms used in this Agreement have the
meanings set forth below:
(a) “
Annual Compensation ” means Executive’s annual
base salary as in effect immediately prior to the Change in
Control, plus the amounts paid to Executive as a cash bonus during
the twelve month period immediately prior to the Change of
Control.
(b) “
Cause ” means termination of employment for one of the
following reasons: (i) the conviction of the Executive by a
federal or state court of competent jurisdiction of a felony which
relates to the Executive’s employment at the Employer;
(ii) an act or acts of dishonest
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