FairPoint Communications 2002 Annual Report Download - page 438

Exhibit 10.36
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
December 31, 2002 (the "Effective Date") by and between FAIRPOINT
COMMUNICATIONS, INC., a Delaware corporation (together with its successors and
assigns permitted hereunder, the "Company"), and EUGENE B. JOHNSON (the
"Executive").
RECITALS:
WHEREAS, the Executive is currently employed by the Company as its Chief
Executive Officer pursuant to an Employment Agreement dated January 1, 2002, for
a period ending March 31, 2003 (the "Existing Employment Agreement").
WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its subsidiaries and
stockholders to enter into this Agreement for purposes of extending the term of
Executive's employment for an additional three (3) years and nine (9) months,
providing additional responsibilities and benefits to Executive, entering into a
post-employment noncompetition agreement with Executive and otherwise employing
the Executive on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the respective agreements and covenants
set forth herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT PERIOD. Subject to Section 3, the Company hereby agrees to
employ the Executive, and the Executive hereby agrees to be employed by the
Company, as Chief Executive Officer of the Company and/or as Chairman of the
Board of Directors of the Company, in accordance with the terms and provisions
of this Agreement for a period commencing on the date hereof and ending on
December 31, 2006 (the "Employment Period"). In the event the Executive
continues to perform services after the Employment Period, and pending agreement
for extension of the Employment Agreement, such services shall constitute
employment for an unspecified term, terminable at will, with or without cause or
reason, with or without advance notice, and with or without pay in lieu of
advance notice.
2. TERMS OF EMPLOYMENT.
(a) POSITION AND DUTIES.
(i) During the term of the Executive's employment, the Executive
shall serve as the Chief Executive Officer of the Company and/or as Chairman
of the Board of Directors of the Company and, in so doing, shall perform normal
duties and responsibilities associated with such positions.
(ii) During the term of the Executive's employment, and excluding
any periods of vacation and other leave to which the Executive is entitled, the
Executive agrees to devote substantially all his business time to the business
and affairs of the Company and to use the Executive's best efforts to perform
faithfully, effectively and efficiently his duties and responsibilities.
(iii) Notwithstanding Section 2(a)(ii) hereof, during the term of
the Executive's employment it shall not be a violation of this Agreement for the
Executive to (1) serve on industry, trade, civic, educational or charitable
boards or committees, (2) deliver lectures or fulfill speaking engagements,
and/or (3) manage personal investments, so long as such activities do not
interfere with the performance of the Executive's duties and responsibilities as
an employee of the Company.