FairPoint Communications 2005 Annual Report Download - page 191

immediately before Closing (such plans, collectively, the “Old Plans”) until such time as Buyer transfers the SICC Employee to a New Plan. Notwithstanding
the foregoing sentence, any SICC Employee whose employment with SICC or an Affiliate is severed at or after the Closing will be paid by Buyer or an Affiliate
under Buyer’s severance plan generally applicable for Buyer employees, except with respect to Terry Addington, Michael Beehn, Michael Jaksich, Dale Lewis
and Tania Seger, who will be paid by Buyer or an Affiliate pursuant to Section 1(b) of their respective agreements with SICC. Buyer shall cause any eligible
expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s
participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and
maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been
paid in accordance with such New Plan to the extent information is provided by the SICC Employee.
(iii) SICC may provide a retention pool (the “Retention Pool”) for the purpose of retaining the services of key employees of SICC, which shall
be funded by Buyer in the amount set forth on Schedule 6.25(iii). Prior to the Closing Terry Addington, or in the event that he is not able to perform such
function, his designee (Mr. Addington or such designee, the “Administrator”), and Buyer shall mutually determine the SICC Employees eligible to receive
retention awards from the Retention Pool (each a “Retention Bonus”) and any criteria for payment of the Retention Bonus, and shall determine the final
allocation of payments from the Retention Pool. From and after the Closing, Mr. Addington may be replaced as Administrator of the Retention Pool by a
individual to be designated by Buyer, after which the administration of the Retention Pool shall be conducted in Buyer’s sole discretion. Participants in the
Retention Pool shall receive, as soon as administratively possible, any Retention Bonus which would have been otherwise due to them in the event that their
employment is terminated due to a “qualifying resignation” or terminated without cause or as a result of death or disability prior to the date of required service
for the Retention Bonus. For purposes of clarification, such individuals eligible to receive the Executive Retention Bonuses shall not be eligible to participate in
the Retention Pool. The Administrator shall be indemnified for all good faith actions taken in connection with the Retention Pool, to the fullest extent permitted
by applicable Law. Buyer shall have no obligation to make payments pursuant to the Retention Pool in the event this Agreement is terminated or abandoned.
For purposes of this Section 6.25, the term “qualifying resignation” is defined as a resignation of any employee within thirty (30) business days following the
occurrence of any of the following events: (i) without employee’s consent, a significant and material reduction of employee’s base pay or duties or
responsibilities relative to employee’s base pay or duties or responsibilities in effect immediately prior to such reduction (for purposes of clarification, a change
in the title will not, in any circumstance, be deemed a “qualifying resignation”) or (ii) a relocation of employee’s principal workplace outside of a one hundred
(100) mile radius from the employee’s principal workplace as of the Closing. The Administrator of the Retention Pool shall at his/her sole discretion determine
if a qualifying resignation has occurred.
6.26 [****](12)
(12) Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the
Securities and Exchange Commission.
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