FairPoint Communications 2012 Annual Report Download - page 143

Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company's obligations under this Agreement during such
period of suspension.
(f) “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint ‑stock
company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.
Section 2. Acceptance and Term of Employment.
The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. The
term of employment (the “Term of Employment”) shall commence on the Commencement Date and shall continue during the period ending on the close of
business of the three (3) year anniversary of the Commencement Date, unless terminated sooner as provided in Section 8 or unless the Company has provided
Executive with notice of its intention to renew the Term of Employment for a specific period of time, such notice to be given not less than one hundred twenty
(120) days prior to the expiration of the three (3) year anniversary of the Commencement Date. Following the three year Term of Employment (or the applicable
extension term, if any), the Executive shall continue on an at will basis until such time as the Company provides to Executive a written notice of termination
pursuant to the provisions of Section 18 hereof.
Section 3. Position, Duties, and Responsibilities; Place of Performance.
(a) Position, Duties and Responsibilities. During the Term of Employment, Executive shall be employed and serve as Executive
Vice President, External Affairs and Operational Support of the Company (with such title subject to change from time to time as determined by the Board of
Directors of the Company (the “Board”) together with such other position or positions consistent with Executive's title as the Chief Executive Officer of the
Company (the “CEO”) shall specify from time to time), and shall have such duties and responsibilities commensurate with such title. Executive also agrees to
serve, at the request of the CEO, as an officer of any other direct or indirect subsidiary of the Company (each such subsidiary being, together with the
Company, a member of the “Company Group”), in each case without additional compensation.
(b) Performance. Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties
under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity
that (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance of
Executive's duties for the Company, or (z) interferes with Executive's exercise of judgment in the Company's best interests. Notwithstanding the foregoing,
nothing herein shall preclude Executive from (i) serving, with the prior written consent of the CEO, as a member of the boards of directors or advisory boards
(or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and
community affairs, and (iii) managing personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be
limited by Executive so as not to interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Executive's
principal place of employment shall be in Charlotte, North Carolina, although Executive understands and agrees that he may be required to travel from time to
time for business reasons.
Section 4. Compensation.
During the Term of Employment, Executive shall be entitled to the following compensation:
(a) Base Salary. Executive shall be paid an annualized base salary (the “Base Salary”), payable in accordance with the regular
payroll practices of the Company, of not less than Three Hundred Twenty-Five Thousand Dollars ($325,000), with increases, if any, as may be approved in
writing by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
(b) Annual Bonus. Executive shall be eligible for an annual incentive bonus award (the “Annual Bonus”) through participation in
the Company's Annual Incentive Plan in respect of each fiscal year during the Term of Employment, with the actual Annual Bonus payable being based upon
the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Compensation Committee and
communicated to Executive. The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable to other senior executives
of the Company subject to Executive's continuous employment through the payment date.
(c) Other Plans. Executive shall be eligible for consideration by the Compensation Committee to participate in the benefit and other
plans made available generally to senior executives of the Company, including but not limited to the LTIP, subject to the terms and conditions as may be
established from time to time by the Compensation Committee and communicated
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