FairPoint Communications 2012 Annual Report Download - page 114

Exhibit 10.18
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of January, 2013 (the
“Commencement Date”) by and between FairPoint Communications, Inc. (the “Company”), a Delaware corporation, and Ajay Sabherwal (the “ Executive”).
W I T N E S S E T H :
WHEREAS, the Company desires to employ Executive and to enter into this Agreement embodying the terms of such employment, and
Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:
Section 1. Definitions.
(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive's
employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, (iii) any benefits provided under the Company's
employee benefit plans upon a termination of employment, in accordance with the terms contained therein, and (iv) any amounts payable under the FairPoint
Communications, Inc. 2010 Long Term Incentive Plan (“LTIP”), in accordance with the terms contained therein.
(b) “Cause” shall mean (i) Executive's act(s) of gross negligence or willful misconduct in the course of Executive's employment
hereunder, (ii) willful failure or refusal by Executive to perform in any material respect his duties or responsibilities, (iii) misappropriation (or attempted
misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or
fraud committed (or attempted) by Executive, or at his direction, (v) Executive's conviction of, indictment for, or pleading “guilty” or “ no contest” to, (x) a
felony or (y) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of Executive's duties to the
Company or any other member of the Company Group or otherwise result in material injury to the reputation or business of the Company or any other
member of the Company Group, (vi) any material violation by Executive of the policies of the Company, including but not limited to those relating to sexual
harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, which violation has a material adverse
effect on the Company, or (vii) Executive's material breach of this Agreement or material breach of the Non-Interference Agreement.
(c) “Change in Control” shall have the same meaning as defined in the LTIP, as in effect on the date hereof; provided, however,
that there shall be no provision for any threatened or anticipated Change in Control that does not actually occur.
(d) “Disability” shall mean any physical or mental disability or infirmity of Executive that prevents the performance of Executive's
duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any
question as to the existence, extent, or potentiality of Executive's Disability upon which Executive and the Company cannot agree shall be determined by a
qualified, independent physician selected by the Company and approved by Executive (which approval shall not be unreasonably withheld). The
determination of any such physician shall be final and conclusive for all purposes of this Agreement.
(e) “Good Reason” shall mean, without Executive's consent, (i) a material reduction in Base Salary set forth in Section 4(a) hereof
or Annual Bonus opportunity referred to in Section 4(b) hereof, (ii) the relocation of Executive's principal place of employment (as provided in Section 3(b)
hereof) more than fifty (50) miles from its current location, or (iii) any other material breach of a provision of this Agreement by the Company (other than a
provision that is covered by clause (i) or (ii) above). Executive acknowledges and agrees that his exclusive remedy in the event of any breach of this Agreement
shall be to assert Good Reason pursuant to the terms and conditions of Section 8(e) hereof. Notwithstanding the foregoing, during the Term of Employment, in
the event that the Board reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Board may, in its sole and
absolute discretion, suspend Executive from performing his duties hereunder, and in no event shall any such suspension constitute an event pursuant to
which Executive may terminate employment with Good