Exhibit 10.24
July 13, 2005
L. Russell Mitten, Esq.
10 Banks Drive
Wilton, CT 06897-3202
Dear Russ:
You have indicated your desire to retire from your employment as Senior
Vice President, General Counsel and Secretary of Citizens Communications Company
("Citizens" or the "Company"). In recognition of your many years of service to
Citizens, the Company wishes to provide you payments and benefits in excess of
those to which you are otherwise entitled and, in consideration for these
additional payments and benefits, Citizens wishes to receive a release of all
claims that you have or may have against the Company, if any. Accordingly, you
and Citizens have entered into the following agreement ("Agreement") regarding
the terms of your resignation and retirement.
1. Resignation and Retirement. You hereby resign from your employment with
Citizens, effective August 31, 2005 (the "Retirement Date").
2. Transition Period. During the period from July 18, 2005 through the
Retirement Date (the "Transition Period"), you will no longer hold the titles of
General Counsel and Secretary, but will continue to work with the new General
Counsel, Hillary Glassman, in order to assure a smooth transition and help her
to become familiar with the Company and the duties of the General Counsel
position. You have further agreed to remain available on an "on-call" basis for
consultation through December 31, 2005.
3. Severance Benefits. In consideration for the mutual promises and
covenants set forth in this Agreement, including but not limited to your
execution, without revocation, of the General Release ("Release") attached
hereto as Exhibit A, the Company will provide you the following severance pay
and benefits:
a. Severance Pay. Within ten (10) days following the latter of (1) the
date the executed Agreement and Release are received by the Company,
assuming neither is revoked, or (2) the Retirement Date, the Company will
pay to you a one-time severance payment equivalent to
i. your annual base salary, in the amount of $201,800.00, plus
ii. your annual bonus at the rate of 50% of your annual base
salary, pro-rated through August 31, 2005, in the amount of
$67,266.00,
for a total payment of $269,066.00, less applicable taxes and withholdings.
. This payment will be made in two parts: the first payment, in the amount
of $50,450.00 less applicable taxes and withholdings, will be paid on
September 1, 2005; the second payment, in the amount of $218,616.00 less
applicable taxes and withholdings, will be paid on January 3, 2006.
b. Restricted Stock and Options. Your outstanding restricted stock
grants will continue to vest through December 31, 2006. You have 37,190
Restricted Shares that are unvested as of the Retirement Date. 20,762 of
those unvested Restricted Shares will vest in 2006 on the following dates:
i. February 19, 2006: 4,766 shares
ii. March 11, 2006: 11,666 shares
iii. March 13, 2006: 4,333 shares
In addition, all unvested Stock Options will continue to vest through the
Retirement Date of September 1, 2005.
All other Restricted Stock grants that vest in 2007 and beyond and Unvested
Options that would vest after September 1, 2005 will be forfeited by you to the
Company.
c. Medical/Dental/Vision Premium Contributions. Following the
Retirement Date, you will receive a notice notifying you of your rights
under the federal law known as "COBRA." You may elect to continue your
participation and that of your eligible dependents in the Company's
medical, dental and/or vision plans for a period of under "COBRA." The
Company will pay applicable COBRA premiums to maintain coverage for you
and/or your dependents at your current level for an additional twelve
months from September 1, 2005 through August 31, 2006. Following this
period, you may continue coverage at your own expense for as long as you
remain eligible. During the period of Company-paid COBRA benefits, you will
remain responsible for your share of the cost of the premiums at the same
monthly amount you paid during your last month of employment by Citizens.
This monthly contribution amount will be multiplied by the number of months
of paid COBRA benefits and the sum total of this amount will be withheld
from the lump sum severance payment provided in Paragraph 3(a) as a
"payroll deduction."
d. Vacation Pay. You will be paid for all accrued but unused vacation
time and/or personal days through your Retirement Date.
e. Split Dollar Life Insurance Policy.
i. On the eighth day following your execution of this Agreement,
provided that you have not revoked the Agreement under Paragraph
9 below, Citizens shall provide you with a signed and dated
release of the April 28, 1994 Collateral Assignment Split Dollar
Life Insurance Agreement (attached hereto as Exhibit B). On the
ninth day following you execution of this Agreement, provided
that you have not revoked this Agreement under Paragraph 9 below,
Citizens shall provide you with a signed and dated new Collateral
Assignment Split Dollar Life Insurance Agreement (attached hereto
as Exhibit C), and a signed and dated amended Split Dollar Life
Insurance Agreement (attached hereto as Exhibit D). Citizens
shall promptly forward copies of such documents to Security Life
of Denver so that its files will be current, and Citizens agrees
to forward a copy of its transmittal letter to Security Denver
Life to you.
ii. For purposes of the Collateral Assignment Split Dollar Life
Insurance Agreement dated April 28, 1994, and the Citizens
Utilities Company Split Dollar Life Insurance Agreement dated
April 28, 1994, Citizens and you agree that the termination of
your employment on August 31, 2005 shall be treated as a an
involuntary termination (other than for good cause), under
Section 6 of said agreement.
f. Other Benefit Plans. Following the Retirement Date, except as
otherwise provided for herein, your participation in any other
compensation or benefit plans of the Company will terminate, except
that you will retain your vested benefits and all rights associated
with such benefits, in accordance with the terms of each such plan or
arrangement.
4. General Release. In exchange for the severance payment and other
benefits provided to you under this Agreement, to which you would not otherwise
be entitled, you agree to execute and be bound by the Release attached hereto as
Exhibit A and hereby incorporated herein, which releases all claims, known and
unknown, that you may have as of the date of this Agreement arising out of your
employment with, or resignation or retirement from, the Company. You further
agree never to file a lawsuit, demand, action, administrative charge or
otherwise assert any such claims. The Company acknowledges and agrees that the
Release attached to this Agreement as Exhibit A does not apply to causes of
action, rights and claims of any type that may arise under any of the Company's
benefit plans, including but not limited to the pension plan or the Citizens
Utilities Company Split Dollar Life Insurance Agreement dated April 28, 1994.
5. Confidentiality.
a. Confidential Information. You agree that you will not disclose
to any person, firm or corporation any confidential information of any
kind, nature or description concerning any matters affecting or
relating to the Company, its products or its business, except to
attorneys who have agreed to abide by the confidentiality provisions
of this Agreement, or as required by a court of law. You further agree
that any breach or violation of this Paragraph 5(a) will result in
irreparable harm to the Company and the Company will have the right to
seek all available relief in equity or at law.
b. Confidentiality of Agreement. You agree that you will not
disclose, directly or indirectly, any information regarding the
existence, terms or provisions of this Agreement to any party, with
the exception of your attorneys, tax preparers, financial advisors,
the Internal Revenue Service and your immediate family, except as
required by law.
6. Return of Equipment and Documents and Other Property. You agree that as
of the Retirement Date you will return to the Company any and all documents,
materials and information (whether in hardcopy, on electronic media or
otherwise) related to the business of the Company, and all copies, and all keys,
access cards, credit cards, computer hardware and software, telephones and
telephone-related equipment and all other property of the Company in your
possession or control.
7. Non-Disparagement. You agree that you will not make any disparaging
statements about, or intentionally do anything that damages the Company, its
products, services, reputation, financial status, or that damages the Company in
any of its business relationships.
8. Employee Cooperation. You agree to cooperate with the Company hereafter
with respect to all matters arising during or related to your employment,
including but not limited to all matters in connection with any governmental
investigation, litigation or regulatory or other proceeding which may have
arisen or which may arise following the signing of this Agreement. The Company
will reimburse your out-of-pocket expenses, including reasonable attorneys'
fees, incurred in complying with requests by the Company hereunder, provided
such expenses are authorized by the Company in advance; provided, however, that
you will not be entitled to compensation for time spent serving as a witness or
otherwise giving testimony in any proceeding brought by you or in any
circumstance in which compensation for service as a witness or giving testimony
is prohibited by law.
9. Acknowledgement. You hereby acknowledge and agree that you have
carefully read and fully understand this Agreement and Release, that you have
been advised in writing (by this Agreement) to consult with an attorney and have
been provided a reasonable opportunity to do so prior to signing the Agreement
and Release; and that you have been given at least twenty-one (21) days after
receiving this Agreement and Release within which to consider them. You waive
any right you might have to additional time to consider this Agreement and
Release. You understand that you may revoke this Agreement and Release within
seven (7) days after signing it. Any revocation shall be in writing and shall be
delivered to Mary Agnes Wilderotter, President and Chief Executive Officer,
Citizens Communications Company, 3 High Ridge Park, Stamford, CT 06905. The
Agreement shall not become effective, and none of the payments and benefits set
forth in this Agreement shall become due or payable until the Company has
received the Agreement and Release signed by you and your seven-day revocation
period has passed without revocation. You acknowledge and agree that the
severance payment and other benefits to you pursuant to the terms of this
Agreement constitute monies and benefits to which you would not otherwise be
entitled.
10. No Representations. You represent and acknowledge that, in executing
this Agreement and the Release attached hereto as Exhibit A, you do not rely and
have not relied upon any representation or statement not set forth herein made
by the Company, or any of its agents, representatives or attorneys, with regard
to the subject matter, basis or effect of this Agreement or otherwise.
11. Successors. This Agreement shall apply to you, as well as to your
heirs, agents, executors and administrators. This Agreement shall also apply to,
shall inure to the benefit of, the predecessors, successors, and assigns of the
Company, and each past, present , or future employee, agent, representative,
officer, partner, owner, or director of the Company and any division,
subsidiary, parent or affiliated entity.
12. Severability. The provisions of this Agreement are severable, and if
any part of this Agreement is found to be unenforceable, the other paragraphs
shall remain fully valid and enforceable.
13. Jurisdiction and Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Connecticut without
regard to conflict of law provisions. Any action brought by or on behalf of you,
your agents, heirs, executors or administrators against the Company (or any of
its officers, directors, employees, partners, owners, affiliates or agents)
shall be maintained in state or federal court in Connecticut.
14. Complete Agreement. This Agreement sets forth the entire agreement
between the parties hereto, and fully supersedes any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof.
PLEASE READ AND CONSIDER THIS AGREEMENT CAREFULLY BEFORE EXECUTING. THIS
AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS. If the terms of this Agreement are acceptable to you, please sign, date
and return it to:
Mary Agnes Wilderotter
President and Chief Executive Officer
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
The enclosed copy of this letter, which you should also sign and date, is
for your records.
Sincerely,
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Mary Agnes Wilderotter
-----------------------------
Mary Agnes Wilderotter
President and CEO
Accepted and agreed:
Signature: /s/ L. Russell Mitten, Esq.
-------------------------------------
L. Russell Mitten, Esq.
Date: July 13, 2005
Exhibit A
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GENERAL RELEASE
FOR AND IN CONSIDERATION OF the severance pay and other separation benefits
to be provided me in connection with the termination of my employment in
accordance with the letter agreement between Citizens Communications Company.
(the "Company") and me of July 2005 (the "Agreement"), subject to my signing
this General Release "(Release"), and the exemptions to this Release contained
in Paragraph 4 of the Agreement, I, on my own behalf and on behalf of my heirs,
executives, administrators, beneficiaries, personal representatives and assigns,
hereby release and forever discharge the Company, its subsidiaries and
affiliates, and all of its past, present and future officers, directors,
shareholders, employees, agents, general and limited partners, joint venturers,
representatives, successors and assigns (all of the foregoing, collectively, the
"Releasees"), both individually and in their official capacities, from any and
all causes of action, rights and claims of any type or description, whether
known or unknown, which I have had in the past, now have, or might now have,
through the date of my signing of this Release, in any way resulting from,
arising out of or connected with my employment by the Company or the termination
of that employment or pursuant to Title VII of the Civil Rights Act, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the
Connecticut Fair Employment Practices Act, the Family and Medical Leave Act, the
Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal
Pay Act or any other federal, state or local law, regulation or other
requirement. Excluded from the scope of this Release, however, are (i) my rights
under the Agreement after the effective date hereof, (ii) any rights I have now
or hereafter acquire to indemnification or contribution under the articles of
incorporation or by-laws of the Company or under applicable law and (iii) any
vested rights I have under any Company welfare or retirement plan governed by
ERISA.
In signing this Release, I acknowledge that I received this Release in
connection with the negotiation of the Agreement in July 2005, and that I have
been advised in writing by receipt of the Agreement to consult with an attorney
before signing the Agreement and Release. I further acknowledge that I have been
given at least twenty-one (21) days to decide whether to sign the Agreement and
Release, unless I voluntarily choose to sign the Agreement and Release before
the end of the twenty-one (21) day period. I understand that I may revoke this
Release at any time within seven (7) days of the date of my signing, and that
the Agreement and Release will not become effective or enforceable until after
this revocation period has expired. I understand that in order to revoke this
Agreement and Release, I must give written notice to Mary Agnes Wilderotter,
Citizens Communications Company, 3 High Ridge Park, Stamford, CT 06905, in
writing, delivered by close of business on the seventh day after my signing. I
understand that I will not be entitled to any benefits under the Agreement until
the end of the seven (7) day revocation period.
Intending to be legally bound, I have signed this Release under seal as of
the date written below.
Signature: /s/ L. Russell Mitten, Esq. Date Signed: July 13, 2005
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L. Russell Mitten, Esq.