Exhibit 10.24.1
AMENDMENT TO LETTER AGREEMENT
DATED JULY 13, 2005
The letter agreement ("Agreement") dated July 13, 2005, between L. Russell
Mitten and Citizens Communications Company ("Citizens" or the "Company") is
hereby amended as follows:
Paragraph 1 of the Agreement is amended to state as follows:
"1. Resignation and Retirement. You hereby resign from your employment
with Citizens, effective October 7, 2005 (the "Retirement Date")."
Paragraph 3(a) of the Agreement is amended to state as follows:
"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 you 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 October 7, 2005; the second payment, in
the amount of $218,616.00 less applicable taxes and withholdings, will
be paid on January 3, 2006."
Paragraph 3(c) of the Agreement is amended to state as follows:
"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 November 1, 2005 through October
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.'"
Paragraph 3(e)(ii) of the Agreement is amended to state as follows:
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
October 7, 2005, shall be treated as an involuntary termination (other
than for good cause), under Section 6 of said agreement."
All other terms, conditions, and provisions of the Agreement, including the
General Release attached to the Agreement as Exhibit A, remain unchanged.
This Amendment shall not become effective until the General Release
attached hereto as Exhibit B is signed by you and the applicable revocation
period has expired.
Agreed and accepted as of this 31st day of August, 2005.
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Mary Agnes Wilderotter
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Mary Agnes Wilderotter
President and CEO
/s/ L. Russell Mitten
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L. Russell Mitten
Exhibit B
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, as amended in August 2005 (the
"Agreement"), subject to my signing this General Release "(Release"), 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, from July 13, 2005 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 Amendment to the Agreement in August
2005, and that I have been advised in writing by receipt of the Agreement to
consult with an attorney before signing the Agreement, the Amendment and this
Release. I further acknowledge that I have been given at least twenty-one (21)
days to decide whether to sign the Agreement, the Amendment and this Release,
unless I voluntarily choose to sign the Agreement, the Amendment and this
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 Amendment and this Release will not become effective or
enforceable until after this revocation period has expired. I understand that in
order to revoke the Amendment and this 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 Amendment or 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: September 29, 2005
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L. Russell Mitten, Esq.