EXHIBIT 4.1
Employment Agreement
This Employment Agreement (this "Agreement") is entered into as of _______, 1999
by and between Tim Hutchison ("Employee") and Pine Tree Telephone and Telegraph
Company, or its successors or assigns (the "Company").
In consideration of the mutual promises and covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, and with particular reference to that
certain Stock Purchase Agreement dated May 15, 1999 by and among Continental
Choice Care, Inc., the Company and Employee (the "Stock Purchase Agreement"),
the parties hereto agree as follows:
1. Employment. The Company and the Employee agree that from the date hereof
until his sixty-fifth birthday, the Employee shall be employed by the
Company on the terms set forth herein. Employee shall be subject to the
direction of the board of directors of the Company, within the limits set
forth herein, and shall report to the President of the Company.
2. Salary. Employee shall be paid an annual salary of $20,000, which shall be
paid over the course of the year in accordance with the Company's normal
payroll practices for salaried employees.
3. Benefits. Employee shall receive the following benefits during the term
hereof, or for a different period if specified:
(a) health, dental, and any other insurance benefits, each as and if
provided to the Company's management-level employees;
(b) a company car for company and personal use, not marked with the logo
or name of the Company, subject to Company policy relating to vehicle
selection and use, but Employee's past use and selection of company
vehicles prior to the sale of the Company shall be deemed acceptable;
(c) use of Employee's current office on the Company's premises, subject to
the terms relating thereto set forth in the Stock Purchase Agreement;
(d) during the term hereof and thereafter until Employee's death,
telephone service within the Company's local service area and to
extended local (premium or free) calling areas, on two lines, at
employee's residence;
(e) during the term hereof and thereafter until Employee's death, the
Company shall not charge Employee for Employee's toll calls, except
that the Employee may be charged by the Company for any out-of-pocket
charges by third parties net of related third-party revenues to the
Company associated therewith
(f) reimbursement for expenses, according to the Company's policies for
reimbursement as may be from time to time in effect, for reasonable
travel, lodging, meals and attendance fees once per year at a national
or regional industry conference of Employee's choice, as a
representative of the Company or Purchaser
4. Responsibilities. Employee shall review the capital budget prepared by the
Company each year for the following year, provided that such budget shall
be presented to Employee on or before December 1st. Employee shall provide
general comments and suggestions relating to such budget consistent with
past practices as applied to current market, industry and local conditions.
Employee shall also provide specific analysis and recommendations as to the
outside plant construction proposal contained in the annual budget,
including the need for individual projects proposed, the level of
sufficiency of provisioning for each, and, in the case of cable
construction, the pair utilization design (the "Pair Count" design).
Employee shall provide recommendations regarding any proposed changes in
appropriate technical standards and specifications for construction being
contemplated.
Employee's specific responsibilities, as described above, shall be
performed, and Employee shall be available during any thirty business days
of Employee's choice of the period between November 15 and February 20 of
the following year (other than between December 24 and January 4, and
Thanksgiving and the following Friday), but for no more than thirty days,
with the understanding that a thorough and competent review may not be
forthcoming in the event that the details of major project proposals such
as cable and central office equipment construction are not available for
Employee's review during the entire period described herein.
Employee's responsibilities hereunder shall be advisory, and shall not be
construed to require Employee to prepare studies, budgets, etc.
Employee shall be reasonably available (by telephone, generally) to advise
the Company throughout the year to advise the Company on matters regarding
the history of the Company's industry negotiations and PUC interactions and
as to the application of past practices to current situations.
5. Pension.
Whereas, the Company currently maintains the Pine Tree Telephone and
Telegraph Company Employees' Pension Plan, as amended (the "Pension Plan"), a
qualified defined benefit pension plan, that provides a retirement benefit equal
to the Standard Retirement Benefit defined in Section 4.02 of the Pension Plan;
Whereas, Employee's salaried status along with the duties and
responsibilities set forth above equate, in the Company's opinion, to the
Employee remaining generally subject to the Company's supervision and control at
all times during his employment by the Company;
Whereas, this contract equates to full time employment in the Company's
opinion, as well as under the guidelines of the Pension Plan (as explained in
the attached letter dated March 18, 1999 from the Nyhart Company, Inc.);
Whereas, the Company hereby covenants that the Company shall take no action
which could or would change such full-time status during Employee's term of
employment with the Company;
Whereas, the Company desires that the Employee receive a benefit equal to
his Standard Retirement Benefit (as defined in the Pension Plan) as if Employee
had continued to accrue benefits during employment at the Company, or other form
of benefit as employee could elect under the Pension Plan, together with any
further benefits Employee or Employee's heirs would receive ("Full Standard
Retirement Benefit"), upon commencement of benefits ("Retirement") even if the
Pension Plan is terminated or frozen;
Whereas, the Company may elect to terminate or freeze the Pension Plan in
order to substitute a different pension plan for the benefit of employees, and;
Whereas, the "Fixed Accrued Benefit" is defined hereby as the Employee's
Standard Retirement Benefit under the Pension Plan as of the date upon which the
Pension Plan is terminated or frozen, if applicable;
The Company will provide a benefit to the Employee ("Additional Benefit")
upon Retirement equal to his Full Standard Retirement Benefit based on all the
years Employee was employed under the Pension Plan before its termination or
freeze, together with all years the Employee was employed by the Company
thereafter, offset by his Fixed Accrued Benefit and further offset by that
portion of the annuitized value (calculated using the provisions as set forth in
Section 5.02 of the Pension Plan to convert any account balance to an annuity
amount), at Employee's time of Retirement, of any other benefit to the Employee
arising from any other qualified plan sponsored by the Company or any and
attributable to contributions made by the Company. Value attributable to
contributions made by Employee shall not be included in such offset (for
example, 60% of the value of a 401K account funded 40% by the Company and 60% by
the Employee would not be included in the offset). The Full Standard Retirement
Benefit will be calculated based on the same provisions defined in the Pension
Plan and the payment of the Additional Benefit will commence at the same time
and in the same form of payment as could be or could have been elected by the
Employee under the Pension Plan.
The Company may elect, but is under no obligation to fund the Additional
Benefit through a trust.
PINE TREE TELEPHONE AND TELEGRAPH COMPANY
By: ____________________________
Title: ____________________________
EMPLOYEE
____________________________
Tim Hutchison