Exhibit 10.24
July 13, 2005
L. Russell Mitten, Esq.
10 Banks Drive
Wilton, CT 06897-3202
Dear Russ:
You have
indicated your desire to retire from your
employment
as Senior
Vice President, General Counsel and
Secretary of Citizens Communications Company
("Citizens" or the "Company"). In recognition of your many years
of service to
Citizens, the Company wishes to provide you payments and
benefits in excess of
those to which you are otherwise entitled and, in consideration for these
additional payments and benefits,
Citizens wishes to receive a release of
all
claims that you have or may have against
the Company, if any.
Accordingly, you
and Citizens have entered into the
following agreement
("Agreement")
regarding
the terms of your resignation and
retirement.
1. Resignation
and Retirement. You
hereby resign from your employment with
Citizens, effective August 31, 2005 (the
"Retirement Date").
2. Transition Period. During the period from July 18,
2005 through the
Retirement Date (the "Transition Period"),
you will no longer hold the titles of
General Counsel and Secretary, but will continue to work with the
new General
Counsel, Hillary Glassman, in order to assure a smooth
transition and help her
to become familiar with the Company and the duties of the General Counsel
position. You have further agreed to remain
available on an "on-call" basis for
consultation through December 31, 2005.
3. Severance Benefits. In consideration for the mutual promises and
covenants set forth in this Agreement, including but not limited to your
execution, without revocation, of the General Release ("Release") attached
hereto as Exhibit A, the Company will
provide you the
following severance
pay
and benefits:
a. Severance Pay. Within ten (10) days following the latter of (1)
the
date the
executed Agreement and Release are received by the Company,
assuming
neither is revoked,
or (2) the Retirement
Date, the Company will
pay to you a
one-time severance payment equivalent to
i. your annual base salary, in the amount of $201,800.00, plus
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ii. your annual bonus at the rate of 50% of your
annual base
salary, pro-rated
through August 31, 2005, in the amount of
$67,266.00,
for a total
payment of $269,066.00, less applicable taxes and withholdings.
. This payment
will be made in two parts: the first payment, in the amount
of $50,450.00 less applicable taxes and withholdings, will be paid on
September 1,
2005; the second
payment, in the amount
of $218,616.00
less
applicable taxes
and withholdings, will be paid on January 3, 2006.
b. Restricted Stock
and Options. Your
outstanding
restricted stock
grants will
continue to vest
through December
31, 2006. You have 37,190
Restricted
Shares that are
unvested as of the Retirement Date. 20,762 of
those unvested
Restricted Shares will vest in 2006 on the following dates:
i. February 19, 2006: 4,766 shares
ii. March 11, 2006: 11,666 shares
iii. March 13, 2006: 4,333 shares
In addition,
all unvested
Stock Options will
continue to vest through the
Retirement Date of September 1, 2005.
All other
Restricted Stock grants that vest in 2007 and beyond and
Unvested
Options that would vest after September 1, 2005 will be
forfeited by you to the
Company.
c.
Medical/Dental/Vision Premium Contributions. Following the
Retirement
Date, you will receive a notice
notifying you of your rights
under the
federal law known as
"COBRA." You may elect to continue your
participation
and that of your eligible dependents in the Company's
medical,
dental and/or vision plans for a period of under
"COBRA." The
Company will pay
applicable
COBRA premiums to maintain coverage for you
and/or your
dependents
at your current level for an additional twelve
months from
September 1, 2005
through August 31, 2006. Following this
period,
you may continue coverage at your own expense for
as long as you
remain eligible.
During the period of Company-paid COBRA benefits, you will
remain
responsible
for your share of the
cost of the premiums at the same
monthly
amount you paid during
your last month of
employment by Citizens.
This monthly
contribution amount will be multiplied by the number of months
of paid COBRA
benefits and the sum total of this
amount will be
withheld
from
the lump sum severance payment provided in Paragraph 3(a) as a
"payroll
deduction."
d. Vacation Pay. You will be paid for all accrued but unused
vacation
time and/or
personal days through your Retirement Date.
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e. Split Dollar Life Insurance Policy.
i. On the eighth day following your execution of this Agreement,
provided that you have not revoked the Agreement under Paragraph
9 below, Citizens
shall provide you with a signed and dated
release of the April 28, 1994 Collateral Assignment Split Dollar
Life Insurance
Agreement (attached
hereto as Exhibit B). On the
ninth day following
you execution of this
Agreement,
provided
that you have not revoked this Agreement under Paragraph 9
below,
Citizens shall provide you with a signed and dated new
Collateral
Assignment Split Dollar Life Insurance Agreement (attached
hereto
as Exhibit C), and a signed and dated amended Split Dollar Life
Insurance
Agreement (attached hereto as Exhibit D). Citizens
shall promptly forward
copies of such documents to Security Life
of Denver so that its files will be current, and Citizens agrees
to forward a copy of its transmittal letter to Security Denver
Life to you.
ii. For purposes of the Collateral Assignment Split Dollar Life
Insurance Agreement
dated April 28, 1994, and the Citizens
Utilities Company
Split Dollar Life
Insurance Agreement
dated
April 28, 1994,
Citizens and you agree that the termination of
your employment
on August 31, 2005 shall be treated as a an
involuntary
termination (other
than for good cause), under
Section 6 of said agreement.
f. Other Benefit Plans. Following the Retirement Date,
except as
otherwise provided
for herein, your participation in any other
compensation or
benefit plans of the Company will terminate, except
that you will retain your vested benefits and all rights associated
with such benefits, in
accordance with the terms of each such plan or
arrangement.
4. General Release. In exchange for the severance payment and other
benefits provided to you under this
Agreement, to which
you would not otherwise
be entitled, you agree to execute and be
bound by the Release attached hereto as
Exhibit A and hereby incorporated
herein, which releases all claims, known
and
unknown, that you may have as of the date
of this Agreement arising out of your
employment with, or resignation or retirement
from, the Company.
You further
agree never to file a lawsuit, demand, action, administrative charge or
otherwise assert any such claims.
The Company
acknowled
