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Exhibit 10.28
FRONTIER COMMUNICATIONS CORPORATION
NON-EMPLOYEE DIRECTORS' COMPENSATION SUMMARY
SIGN-ON OPTIONS
---------------
As approved by the Compensation
Committee and subject to Section 3 of the
Non-Employee Directors' Equity Incentive Plan (the "Plan"), upon
commencement of
service on the board each non-employee
director will be awarded a grant of
10,000 options to purchase the
Company's common stock. These options
are
exercisable six months after their grant. The price of these
options is the Fair
Market Value (closing price) of the
Company's common stock on the day of the
director's election to the board. Options expire ten years
after the Grant Date
or, if earlier, on the first anniversary of a director's
termination of service
with respect to options granted after May 25, 2006.
FORMULA PLAN AWARDS
-------------------
Pursuant to Section 4.1(a) of the Plan, each non-employee
director will receive
a grant of 3,500 stock units on the first
business day of each Plan Year (as
defined in the Plan).
QUARTERLY RETAINER FEE
----------------------
A non-employee director may elect to
receive an annual retainer of either
$40,000 cash or 5,760 stock
units, in each case payable
in quarterly
installments as of the first business day of each calendar
quarter ($10,000 or
1,440 stock units per quarter).
QUARTERLY MEETING FEES AND STIPENDS
-----------------------------------
A non-employee director may elect to receive
meeting fees and stipends, when
applicable, in cash or stock units, or
a combination of the two forms of
compensation.
Each in-person board and committee
meeting is valued at $2,000 and
each
telephonic board and committee meeting is valued at $1,000.
Each Committee Chair and the Lead Director will also receive
quarterly stipends
as follows:
Non-Employee Director
Stipends
Qtrly Annualized
----------------------------------------------------------------------------
Lead
Director
$3,750 $15,000
Audit Committee Chair&
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