FairPoint Communications 2012 Annual Report Download - page 158

(d) Indemnification. The Company shall indemnify Executive and hold Executive harmless in connection with the defense of any
lawsuit or other claim to which he is made a party by reason of being an officer or employee of the Company, to the fullest extent permitted by the laws of the
State of Delaware, as in effect at the time of the subject act or omission; provided that any settlement, consent to judgment, or similar action taken by
Executive without the prior written consent of the Company in respect of any such lawsuit or other claim shall not be subject to indemnification hereunder.
Section 5. Employee Benefits.
During the Term of Employment, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided
generally to similarly situated employees of the Company. Executive shall also be entitled to the same number of holidays, vacation days, and sick days, as
well as any other benefits, in each case as are generally allowed to similarly situated employees of the Company in accordance with the Company policy as in
effect from time to time. Nothing contained herein shall be construed to limit the Company's ability to amend, suspend, or terminate any employee benefit plan
or policy at any time without providing Executive notice, and the right to do so is expressly reserved.
Section 6. Key-Man Insurance.
At any time during the Term of Employment, the Company shall have the right to insure the life of Executive for the sole benefit of the
Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall
have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying
all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by
any such documents.
Section 7. Reimbursement of Business Expenses .
Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under this Agreement, and the
Company shall promptly reimburse him for all such reasonable business expenses, subject to documentation in accordance with the Company's policy, as in
effect from time to time.
Section 8. Termination of Employment.
(a) General. The Term of Employment shall terminate upon the earliest to occur of (i) Executive's death, (ii) a termination by reason
of a Disability, (iii) a termination by the Company with or without Cause, (iv) a termination by Executive with or without Good Reason, and (v) delivery by
the Company to Executive of a termination notice at any time subsequent to the close of business on the last day of the Term of Employment. Upon any
termination of Executive's employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by
Executive, Executive shall resign from any and all directorships, committee memberships, and any other positions Executive holds with the Company or any
other member of the Company Group. Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of
any nonqualified deferred compensation (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder (the “Code”)) upon a termination of employment shall be delayed until such time as Executive has also undergone a
“separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of
Executive's termination of employment hereunder) shall be paid (or commence to be paid) to Executive on the schedule set forth in this Section 8 as if Executive
had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”
(b) Termination Due to Death or Disability. Executive's employment shall terminate automatically upon his death. The Company
may terminate Executive's employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive's receipt of written
notice of such termination. Upon Executive's death or in the event that Executive's employment is terminated due to his Disability, Executive or his estate or his
beneficiaries, as the case may be, shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such
termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than
the date that is 2½ months following the last day of the fiscal year in which such termination occurred.
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