FairPoint Communications 2012 Annual Report Download - page 159

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Following Executive's death or a termination of Executive's employment by reason of a Disability, except as set forth in this Section 8(b), Executive shall have
no further rights to any compensation or any other benefits under this Agreement.
(c) Termination by the Company with Cause.
(i) The Company may terminate Executive's employment at any time with Cause, effective upon Executive's receipt of
written notice of such termination; provided, however, that with respect to any Cause termination relying on clause (ii) of the definition of Cause set
forth in Section 1(b) hereof, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not less than ten (10)
days' written notice by the Board of its intention to terminate him with Cause, such notice to state in detail the particular act or acts or failure or
failures to act that constitute the grounds on which the proposed termination with Cause is based, and such termination shall be effective at the
expiration of such ten (10) day notice period unless Executive has fully cured such act or acts or failure or failures to act that give rise to Cause
during such period.
(ii) In the event that the Company terminates Executive's employment with Cause, he shall be entitled only to the Accrued
Obligations. Following such termination of Executive's employment with Cause, except as set forth in this Section 8(c)(ii), Executive shall have no
further rights to any compensation or any other benefits under this Agreement.
(d) Termination by the Company without Cause or upon Delivery of a Termination Notice from the Company to the Executive .
The Company may terminate Executive's employment at any time without Cause, effective upon Executive's receipt of written notice of such termination, or by
delivery to Executive of a written notice of termination in accordance with the provisions of Section 2 above.
(i) 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 prior to the expiration of the Term of Employment (for example, the termination
must be effected or the termination notice must be delivered to Executive prior to the expiration of three (3) years from the Commencement Date),
Executive shall be entitled to:
(A) The Accrued Obligations, paid as soon as practicable following Executive's termination of employment, 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;
(B) 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;
(C) An amount equal to the sum of:
(x) two (2) times the amount of Executive's then-current Base Salary, paid as soon as practicable following
Executive's termination of employment, 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;
(y) two (2) times the amount of Executive's average Annual Bonus where such average is determined by reference
to the actual Annual Bonus paid to Executive for the immediately two (2) preceding fiscal years, paid as soon
as practicable following Executive's termination of employment, 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;
(z) the cost of continued health and disability insurance coverage for Executive and his covered dependents during
the twenty four (24) months following such termination, based on the monthly cost of continuation coverage
under COBRA as of the date of termination, as applicable, under the applicable Company benefit plans, such
amounts to be paid in accordance with the Company's regular payroll practices; and
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