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Title: |
Employment Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 12KB of 33KB total |
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Price: |
$46 |
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ID: |
#1451527 |
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of March 23, 2006 by and among Madison River Telephone Company LLC, a Delaware limited liability company (Holdings), and Ken Amburn (Executive).
RECITALS
Holdings and Executive entered into an employment agreement dated as December 1, 2002 and expire on December 31, 2005.
Holdings and Executive desire to renew and amend an employment agreement.
Holdings has acquired and operates rural telephone companies and other telecommunications operations.
In order to induce Executive to agree to continue to serve as Managing DirectorChief Operating Officer of Holdings (hereinafter Managing Director), Holdings desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement.
Executive is willing to enter into such employment and perform services for Holdings on the terms and conditions set forth in this Agreement.
It is therefore hereby agreed by the parties as follows:
1. Employment.
| (a) | Subject to the terms and conditions of this Agreement, Holdings agrees to employ Executive during the term hereof as Managing DirectorChief Operating Officer. In his capacity as Managing DirectorChief Operating Officer of Holdings, Executive shall have the customary powers, responsibilities and authorities of Managing DirectorChief Operating Officer of corporations of the size, type and nature of Holdings, as they exist from time to time. Executive shall also be Managing DirectorChief Operating Officer of all of Holdings subsidiaries unless otherwise agreed by Executive. Compensation and expenses of Executive shall be allocated based on the procedures agreed upon by and between Holdings and subsidiaries. |
| (b) | Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as Managing DirectorChief Operating Officer of Holdings and agrees to devote his full working time and efforts, to the best of his ability, experience and talent, to the performance of services, duties and responsibilities in connection therewith. Nothing in this Agreement shall preclude Executive from engaging, consistent with his duties and responsibilities hereunder, in charitable and community affairs, from managing his personal investments or, except as otherwise provided in Section 12 hereof, from serving as a member of boards of directors or as a trustee of other companies, associations or entities. |
1
2. Term of Employment.
Executives term of employment under this Agreement shall commence on January 1, 2006 (the Approval Date) and, subject to the terms hereof, shall terminate on March 31, 2009 (unless and until extended from time to time by mutual written agreement of the parties, the Termination Date).
3. Compensation.
| 3.1 | Initial Base Salary. |
| (a) | Beginning on the Approval Date and continuing until the Termination Date, Holdings shall pay Executive a base salary (Base Salary) at the annual rate of $180,000. The Base Salary shall be payable in accordance with the ordinary payroll practices of Holdings but in no event less often than monthly in arrears. |
| (b) | Under Holdings Short Term Incentive Compensation Plan, Executives annual target award shall be $110,000. |
| (c) | Executive shall participate in any compensation plan or program, annual or long-term, maintained by Holdings and participated in by senior executives of Holdings generally on terms taking into account Executives title and position with Holdings. |
| 3.2 | Adjustments to Compensation. The compensation components as described in Section 3.1 above and other Sections herein shall be increased from time to time as the Board shall determine taking into account the success of Holdings, the performance of Executive, the size, revenues, and earnings of the businesses held or operated, or contemplated to be held or operated, by Holdings and market factors. |
| 3.3 | Expenses. Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities on behalf of Holdings under this Agreement, including, without limitation, expenses for travel and similar items related to such responsibilities which are consistent with Holdings policies in effect from time to time with respect to travel and other business expenses. Holdings will reimburse Executive for all such expenses upon presentation by Executive from time to time of an itemized account of such expenditures; provided that such expenses are in compliance with any other Holdings policies in effect from time to time with respect to reporting and documentation of such expenses; it being understood, furthermore, that the cost of commuting between Executives residence and Holdings principal place of business and expenses for lodging in connection with such commuting shall not be reimbursed other than in the event the principal offices of Holdings are relocated greater than a 40 miles radius from its current location. |
| 3.4 | Taxes: Reserved |
4. Employee Benefits.
| 4.1 | Employee Benefit Programs, Plans and Practices. During the term of his employment hereunder, Holdings shall provide to Executive coverage under any employee benefit programs, plans and practices (commensurate with his position in Holdings and to the extent possible under any employee benefit plan), in accordance with the terms hereof, which Holdings makes available to its senior executive officers generally, including but not limited to (i) retirement, pension and profit-sharing, and (ii) medical, dental, hospitalization, life insurance, short-and long-term disability, accidental death and dismemberment and travel accident coverage. |
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