FairPoint Communications 2012 Annual Report Download - page 118

(D) if any such termination is within six (6) months before or six (6) months after a Change in Control, the amount payable
under Section 8(d)(i)(C)(y) shall be adjusted to the greater of (A) the amount payable under Section 8(d)(i)(C)(y), or (B)
two (2) times the amount of Executive's target Annual Bonus for the current fiscal year. To the extent that the amount
payable under this Section 8(d)(i)(D) is greater than the amount payable under Section 8(d)(i)(C), the deficiency shall be
paid at the effective time of the occurrence of a Change in Control.
(ii) In the event that Executive's employment is terminated by the Company without Cause (other than due to death or Disability)
or upon the Company's delivery of a termination notice, in either case after the expiration of the Term of Employment (for example, the termination is
effected or the termination notice is delivered to Executive subsequent to the expiration of three (3) years from the Commencement Date, herein an “At
Will Termination”), Executive shall be entitled to the Accrued Obligations only; provided, however, if the At Will Termination is effected within six
(6) months prior to a Change in Control, Executive shall be entitled to each of the payments and benefits described in clauses (B), (C) and (D)
above.
Notwithstanding the foregoing, the payments and benefits described in clauses (B), (C) and (D) above shall immediately terminate, and the Company shall
have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement.
Following such termination of Executive's employment by the Company without Cause or upon the Company's delivery to Executive of a termination notice,
except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement.
For the avoidance of doubt, Executive's sole and exclusive remedy upon a termination of employment by the Company without Cause or upon the expiration of
the Term of Employment, in either case following the Company's delivery to Executive of a termination notice which termination is effected or where the
termination notice is delivered prior to the expiration of the date that is three (3) years subsequent to the Commencement Date, shall be receipt of the Severance
Benefits and the Accrued Obligations.
(e) Termination by Executive with Good Reason. Executive may terminate his employment with Good Reason by providing the
Company thirty (30) days' written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective,
must be provided to the Company within sixty (60) days of the initial occurrence of such event. During such thirty (30) day notice period, the Company shall
have a cure right (if curable), and if not cured within such period, Executive's termination will be effective upon the expiration of such cure period. Executive
shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same
conditions on payment and benefits as described in Section 8(d) hereof; provided, however, that Executive shall also be entitled to accelerated vesting of the
next tranche of benefits payable under the LTIP. Following such termination of Executive's employment by Executive with Good Reason, except as set forth in
this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt,
Executive's sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the amounts as set forth in this Section 8(e).
(f) Termination by Executive without Good Reason or upon Delivery by Executive to Company of a Termination Notice . Executive
may terminate his employment without Good Reason by providing the Company thirty (30) days' written notice of such termination or by delivery of a written
termination notice in accordance with the provisions of Section 2 above. In the event of a termination of employment by Executive under this Section 8(f),
Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive's employment without Good Reason, the Company may, in
its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination
by Executive without Good Reason. Following such termination of Executive's employment by Executive without Good Reason or upon Executive's delivery to
Company of a termination notice, except as set forth in this Section 8(f), Executive shall have no further rights to any compensation or any other benefits
under this Agreement.
(g) Release. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant
to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations) (collectively, the “ Severance Benefits”) shall be conditioned upon Executive's
execution, delivery to the Company, and non-revocation of a release of claims (under a release of claims form, the form and content of which are acceptable to
the Company, and the expiration of any revocation period contained in such release of claims) within sixty (60) days following the date of Executive's
termination of employment hereunder. If Executive fails to execute the release of claims in such a timely manner so as to permit any revocation period to expire
prior to the end of such sixty (60) day period, or timely revokes his acceptance of such release following its execution, Executive shall not be entitled to any of
the Severance Benefits. Further, to the extent that any of the Severance Benefits
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