FairPoint Communications 2004 Annual Report Download - page 135

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Eugene B. Johnson
In December 2002, we entered into an employment agreement with Mr. Johnson, pursuant to which we named Mr. Johnson Chief
Executive Officer of the Company and/or Chairman of the Company's Board of Directors from December 31, 2002 to December 31, 2006.
The employment agreement provides that Mr. Johnson will receive an annual base salary of $350,000 and an annual discretionary bonus,
and Mr. Johnson shall be entitled to participate in all incentive, savings, stock option and retirement plans, practices, policies and programs
applicable generally to other senior management. The employment agreement also provides that upon (i) the expiration of Mr. Johnson's
employment period, or (ii) the termination of Mr. Johnson's employment as Chief Executive Officer without cause, Mr. Johnson is entitled to
receive certain benefits. These benefits include continued medical coverage for Mr. Johnson and his wife until each has reached age 65, the
accelerated vesting of all options granted to Mr. Johnson under the Company's 1998 plan and 2000 plan and extension of Mr. Johnson's right
to exercise all of his vested options under the 1995 plan and the 2000 plan within certain time periods. If we terminate Mr. Johnson for cause
or he voluntarily resigns he is not entitled to any benefits under the employment agreement. If Mr. Johnson's employment is terminated
without cause during the term of his employment agreement he is entitled to receive payment of his salary as of the termination event for
two years, subject to suspension for a breach of Mr. Johnson's covenant not to compete with us. Upon the expiration of the term of
Mr. Johnson's employment agreement at December 31, 2006, unless extended, he is entitled to receive payment of his salary as of such
expiration date for one year thereafter, subject to suspension for a breach of Mr. Johnson's covenant not to compete with us. The employment
agreement supersedes and terminates all prior employment agreements and severance arrangements between Mr. Johnson and us.
In October 2004, we entered into a letter agreement with Mr. Johnson pursuant to which we extended his right to exercise the options
granted to him under the 1995 plan until May 21, 2008, subject to the terms of the 1995 plan. In addition, Mr. Johnson agreed that in
connection with any public offering of equity securities by us prior to May 21, 2008, Mr. Johnson will be offered the same rights and will be
subject to the same obligations in connection with any such offering as our executive officers then in office.
Walter E. Leach
In January 2000, we entered into an employment agreement with Walter E. Leach, Jr., which agreement expired on December 31,
2003. In December 2003, we entered into a letter agreement with Mr. Leach, supplementing and modifying his employment agreement. The
letter agreement provides that following the expiration of his employment agreement, Mr. Leach shall continue as an employee at will.
During this period, Mr. Leach is entitled to receive certain benefits. The letter agreement also provides that upon termination of Mr. Leach's
employment by us without cause (including upon a change of control), Mr. Leach is entitled to receive from us in a lump sum payment an
amount equal to his base salary as of the date of termination for a period of twelve months, plus all accrued and unpaid base salary and
benefits as of the date of termination. In addition, Mr. Leach is also entitled to receive continued long term disability, term life insurance and
medical benefits following his termination for twelve months following such date of termination.
Peter G. Nixon, Valeri A. Marks and Shirley J. Linn
In November 2002, we entered into a letter agreement with each of Mr. Nixon and Ms. Linn, and in October 2004, we entered into a
letter agreement with Ms. Marks. The letter agreements provide that upon the termination of each person's respective employment with us
without cause, each person is entitled to receive from us in a lump sum payment an amount equal to twelve months of such executive's
base salary as of the date of termination, plus the continuation of certain benefits, including medical benefits, for twelve months.
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