UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington ,   DC   20549  

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant   to Section 13 or 15(d) o f the   Securities Exchange Act of 1934

 

 

Date of R eport ( d ate of earliest event reported) :     February 25 , 20 1 5

 

Frontier Communications Co rporation

(Exact name of registrant as specified in its charter)

 

Delaware  

(State or other jurisdiction   of incorporation)

 

 

 

001-11001

06-0619596

(Commission File Number)

(IRS Employer Identification No.)

 

 

3 High Ridge Park, Stamford ,   Connecticut

06905

(Address of principal executive offices)

(Zip Code)

 

(203) 614-5600

( Registrant’s telephone number, including area code)

 

_________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17   CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5 .0 2        Departure of Directors or Certain Officers; Electi on of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .  

Succession of Chief Executive Officer

On March 3 ,   2015, Frontier Communications Corporation (the “Company”) announced that Daniel J. McCarthy, its President and Chief Operating Officer and a member of its Board of Directors ,   has been   elected President and Chief Executive Officer , and Maggie Wilderotter ,   its Chairman and Chief Executive Officer, has been elected Executive Chairman ,   in each case effective April 3, 2015 . 

A copy of the press release, dated March 3 ,   201 5 , announcing this transition , is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Mr. McCarthy, 50, has served as President and Chief Opera ting Officer since April 2012 and as a member of the Board of Directors since May 2014.  He was Executive Vice President and Chief Operating Officer from January 200 6 to April 2012 .  Before this, he was Senior Vice President, Field Operations from December 2004 to December 2005 , and Senior Vice President , Broadband Operations from January 2004 to December 2004 .

Mr. McCarthy joined the Company in 1990 in the Company’s Kauai, Hawaii, electric division.   In 1995, he moved to Arizona to assume responsibility for the Company's energy operations.   In 2001 , he was promoted to President and Chief Operating Officer of Citizens Public Services sector, responsible for the Company's energy and water operations.   He served as President and Chief Operating Officer of Electric Lightwave from January 2002 to December 2004.

Mr. McCarthy is a Trustee of The Committee for Economic Development of The Conference Board, a nonprofit, nonpartisan, business-led, public policy organization.   He serves on the Board of Trustees of Sacred Heart University in Fairfield, Connecticut and is a member of the Western Connecticut Health Network Corporate Advisory Council.

He holds a bachelor's degree in marine engineering from the State University of New York Maritime College at Fort Schuyler, and an M.B.A. from the University of Phoenix. 

Mr. McCarthy has no family relationship to any other director or executive officer of the Company.

O n February 25 ,   2015, the Company entered into a letter agreement with Mr. McCarthy pursuant to which, effective April 3 , 2015, Mr. McCarthy will become Chief Executive Officer of the Company.  Under the terms of the letter agreement, Mr. McCarthy’s base salary will be $925,000 and he will be eligible to earn a target bonus equal to 125% of his base salary.  In addition, Mr. McCarthy will be entitled to annual target equity grants of $4,250,000, payable in restricted stock awards and performance shares. 

Also on February 25 , 2015, the Company entered into an amendment to Mrs. Wilderotter’s employment agreement under which Mrs. Wilderotter will step down from her role as Chief Executive Officer and become the Company’s Executive Chairman.  Under the terms of

 

 

 

 

the a mendment, Mrs. Wilderotter’s base salary will be $1,000,000 and she will be eligible to earn a target bonus equal to at least 200% of her base salary.  Mrs. Wilderotter will not be entitled to any new equity grants for 2015 or 2016 . 

I f   Mr. McCarthy’s employment were to be terminated without “cause” or by him with “good reason” (each as defined in the letter agreement ), the Company would be required to pay him an amount equal to 2.25 times the sum of his base salary and target bonus.  In addition, all of Mr. McCarthy’s restricted stock would vest, and all performance shares granted to him under the Company’s Long-Term Incentive Plan or any other performance incentive plan pursuant to a performance-based vesting schedule would be vested with respect to any service requirement, but the number of shares earned would be based on actual performance against the pre-established goals.  In addition, in such circumstances, he would be entitled to an amount equal to 18 times the monthly COBRA charge for the type of employer-provided health coverage in effect for him .

If Mr. McCarthy’s employment were to be terminated due to his death or in connection with a disability, he or his estate would be entitled to payment of six months’ base salary a nd a prorated portion of his target bonus for the year of termination .  In addition, all restricted stock would vest, and performance shares would vest pro-rata, based on time served through the date of termination at the target level of shares granted.  Mr. McCarthy , or his spouse, in the event of his death, would also be entitled to an amount equal to 18 times the month COBRA charge for the type of employer-provided coverage in effect for him .

In the event Mr. McCarthy’s employment were to be terminated without “cause” or by him with “good reason” in connection with a “change in control” (as defined in the Severance Plan), Mr. McCarthy would be entitled to the amounts he would receive in connection with a termination by the Company without cause or by him with good reason in a non-change in control context , except that the (a) severance factor would be 3.0 times   and (b) number of earned performance shares would be based on actual performance as of the date of the change in control (if determinable), otherwise based on target performance, and the se earned shares would vest at the time of the qualifying termination.  In addition, if the successor following a change in control declines to assume Mr. McCarthy’s performance shares ,   the earned performance shares would vest upon the change in control.

To the extent Mr. McCarthy would be subject to any excise taxes under Section 280G of the Internal Revenue Code, the amounts he would be entitled to receive would be “capped” to avoid any excise tax unless the total payments to be received by him without regard to a cap would result in a higher after-tax benefit.  Mr. McCarthy would be responsible to pay any required excise tax.

Mr. McCarthy’s change in control arrangements are subject to “double-trigger” vesting and do not include gross-up payments for excise taxes imposed under Section 280G of the Code as a result of severance payouts.

Severance arrangements for Mrs. Wilderotter will continue to be governed by her employment agreement , which remain unchanged . 

 

 

 

 

Th e description s of the terms of the Mr. McCarthy’s letter agreement and the amendment to Mrs. Wilderotter’s employment agreement are qualified in their entirety by reference to the full text of such agreement s ,   c op ies of which are filed as Exhibit 10 .1 and 10.2, respectively, and incorporated herein by reference. 

Special AT&T Transaction Compensation

On February 25, 2015, the Compensation Committee approved transaction bonuses for the following named executive officers in connection with the successful closing of the Company’s $2 billion acquisition of AT&T’s wireline business, statewide fiber network and U-verse operations in Connecticut.  The Compensation Committee based the bonuses on the significant leadership contributions the officers made in achieving key milestones towards the closing of the AT&T transaction, including due diligence, financing, system cut-overs, and regulatory approval s .  The transaction bonuses for the named executive officers will be paid in cash in March 2015, as set forth in the table below.


Name


Award
($)

Mary Agnes Wilderotter

$ 500,000

Daniel J. McCarthy

$ 250,000

John M. Jureller

$ 200,000

Cecilia K. McKenney

$ 175,000

 

Item 9.01        Financial Statements and Exhibits

(d)      Exhibits

10.1     Employment Letter Agreement, dated February 25 . 2015, between Frontier Communications Corporation and Daniel J. McCarthy.

10.2     Amendment, dated February 25 , 2015, to the Employment Agreement, dated as of November 1, 2004, as amended, between Frontier Communications Corporation and Mary Agnes Wilderotter.

99 .1     Press Release of Frontier released   March 3 ,   20 1 5 .

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

FRONTIER Communications CORPORATION

 

 

Date:  March 3 , 201 5

By: /s/  D avid G. Schwartz

 

David G. Schwartz

 

Vice President , Corporate Counsel

 

and Assistant Secretary

 

 

 

 

 

FRONTIER COMMUNICATIONS LOGO_05-08

Exhibit 10.1

February 2 5 , 2015

 

Daniel J. McCarthy

11 Clapboard Ridge Rd.

Sandy Hook, CT 06482

Dear Dan:

On behalf of the Board of Directors of Frontier Communications Corporation (the “Company”), I am pleased to confirm the terms of your promotion to the position of Chief Executive Officer of the Company, reporting directly to the Company’s Board of Directors (the “Board”).  The effective date of your promotion will be April 1, 2015. 

Base Salary  

Your initial annual base salary, effective April 1, 2015, will be $925,000 payable in installments in accordance with the Company’s standard payroll practices for the payment of base salary to executives (your “Base Salary”).  Your Base Salary (like the other compensation terms described below) is subject to upward adjustment at the discretion of the Compensation Committee of the Board (the “Committee”).  In addition, this compensation term and all of the terms in this letter can be amended by the Committee, as explained under the “Amendment” heading below. 

Annual Cash Incentive  

Your target annual cash incentive under the Frontier Bonus Plan or any successor plan (the “Bonus Plan”) for 2015 will be 125% of your Base Salary .  Your actual annual cash incentive each year, if any, will be determined relative to this target but will be based on a variety of factors, including the achievement of Company and individual performance goals established by the Committee, and it will be paid in accordance with the terms of the Bonus Plan (the “Annual Bonus”).  For years after 2015, the target for your annual incentive is subject to upward adjustment at the discretion of the Committee.

Long-Term Equity Incentive  

The target value of your 2015 equity awards and later annual equity awards will be $4,250,000 , based on target performance and the trading price of the Company’s common stock on the grant date of such awards.  For 2015, the equity target will be awarded approximately two-thirds in the form of restricted stock awards and one-third in the form of performance shares under the Company’s equity compensation plans.  For future years, the equity target will be awarded in a mix of restricted stock awards and performance shares or other forms of equity compensation awards consistent with the mix awarded to other senior executive officers of the Company pursuant to the Company’s equity compensation plans.  For years after 2015, the target value for your equity awards is subject to upward adjustment at the discretion of the Committee.

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Employee Benefits

During your employment as CEO of the Company, you will be eligible for employee benefits that are consistent with the employee benefits provided to other senior executive officers of the Company pursuant to the Company’s employee benefits plans , as amended from time to time .

Board Membership  

Your current term as a member of the Board will continue.  In addition, you will be proposed for reelection for additional terms as a member of the Board during your employment as CEO of the Company, subject to approval by the stockholders.

Upon termination of your employment for any reason, you agree to resign from the Board (as well as from the board of directors of any subsidiary or affiliate on which you then serve) as of the date of such termination.

Annual Physical

You are required to undergo an annual executive physical examination at the Company’s expense and to report any material findings as a result of each such examination to the Board in accordance with the requirements of the Securities Exchange Commission for disclosing any health risk that may impact your ability to perform your job as the Company’s Chief Executive Officer.  You may select the location of each annual examination, provided that the cost to the Company of each annual examination may not exceed $10,000 (exclusive of related travel expenses).

Employment Termination  

Upon your termination of employment with the Company, the Company will provide you with severance benefits pursuant to and subject to the requirements of the Company’s Executive Severance Policy (the “Severance Policy”), provided that you will be subject the definitions of “Cause”, “Good Reason” and “CIC Good Reason” and the equity compensation award treatment set forth below in lieu of the definition of “Cause”, any definitions of “Good Reason” and “CIC Good Reason” and any equity compensation award treatment specified in the Severance Policy with respect to other Company executives.  The Committee intends to adopt the Severance Policy prior to the April 1, 2015 effective date of your promotion.

Your employment with the Company may be terminated by you or the Company for any reason upon 60 days advance notice (30 days advance notice in the event you resign for “Good Reason” or “CIC Good Reason” as defined below).

For each termination scenario below, you will be entitled to receive: (i) your base salary through the date of termination, (ii) any annual cash incentive earned for a previously completed fiscal year that has not yet been paid as of the date of termination, (iii) your accrued but unpaid vacation, and (iv) an amount equal to 18 months of COBRA premiums for the type of coverage in effect on the date of termination.  Other key elements of the Severance Policy, as it will apply to you, are summarized below (details relating to the time and form of payments are as set forth in the Severance Policy) . 

·

Death or Disability .  If your employment terminates on account of your death or the Company terminates your employment because you have become disabled (as defined in the Severance Policy), you or your estate will be entitled to receive: 

 

o

Continued payment of your Base Salary for six months;

 

o

A pro-rata (based on your completed service) target Annual Bonus for the calendar year of your termination;

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o

Full vesting of all outstanding unvested restricted stock awards; and

 

o

Pro-rata vesting (based on your completed service) of all outstanding unvested long-term incentive program awards based on target performance.

 

·

Without Cause or for Good Reason :  If the Company terminates your employment without Cause (as defined below) or you resign your employment for Good Reason, you will be entitled to receive:

 

o

Periodic s everance payments (at intervals specified in the Severance Policy) equal to two and one quarter times the sum of (i) your annual Base Salary in effect on the date of your employment termination , and (ii) your target Annual Bonus for the calendar year of your termination of employment, with a portion of the Annual Bonus element equal to one times the target Annual Bonus limited to the amount that can be paid (including zero) without triggering adverse tax consequences relating to the limitations in Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”) ,   and with the remaining portion of the Annual Bonus element not being subject to these limitations ;

 

o

Full vesting of all outstanding unvested restricted stock awards; and

 

o

Full vesting of all outstanding unvested long-term incentive program awards, calculated based on actual achievement with respect to the applicable performance goals.

 

“Cause” means your:

 

o

Willful and continued failure (other than as a result of physical or mental illness or injury) to perform your material duties to the Company or its subsidiaries which continues beyond 10 days after a written demand for substantial performance is delivered to you by the Company, which demand shall identify and describe such failure with sufficient specificity to allow you to respond;

 

o

Willful or intentional conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company;

 

o

Conviction of, or a plea of guilty or nolo contendere to, a crime constituting a felony under the laws of the United States or any state thereof, or a misdemeanor involving moral turpitude; or

 

o

A material violation of the Company’s code of conduct, subject to reasonable notice and opportunity to cure (if curable, without being inconsistent with the interests of the Company, as reasonably determined in good faith by the Board).

 

“Good Reason” means:

 

o

The material failure of the Company to pay or cause to be paid your Base Salary or Annual Bonus;

 

o

Any substantial and continuing diminution in your position, authority or responsibilities in effect immediately prior to such diminution , including a requirement that you report to a corporate officer or an employee instead of reporting directly to the Board ; or

 

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o

A relocation of your principal office location of more than 50 miles from the Company’s Stamford, Connecticut headquarters or a relocation of your principal office location of a shorter distance that the Committee determines causes you material hardship.

 

o

A material decrease by the Company of your Base Salary or target Annual Bonus in effect immediately prior to such decrease that is sufficient to be treated as an involuntary termination under Treasury Regulation § 1.409A-1(n)(2) (other than a decrease pursuant to an amendment that does not require 12-months’ notice) ;  

 

·

Without Cause or for CIC Good Reason Post-CIC .  If ,   within one year following the date of a change in control (as defined in the Severance Policy), the Company terminates your employment without Cause , or if you resign your employment for CIC Good Reason (as defined below), or such a termination or resignation occurs within the six month period preceding a change in control and is related to the change in control, you will be entitled to receive the following:

 

o

A lump sum s everance payment equal to three times the sum of (i) your annual Base Salary in effect on the date of your employment termination (or, if greater, at the time of the material decrease in your Base Salary that constitutes CIC Good Reason for your resignation) , and (ii) your target Annual Bonus for the calendar year of your termination of employment (or, if greater, at the time of the material decrease in your target Annual Bonus that constitutes CIC Good Reason for your resignation);

 

o

Full vesting of all outstanding unvested restricted stock awards; and

 

o

Full vesting of all outstanding unvested long-term incentive program awards, calculated based on actual achievement with respect to the applicable performance goals (if determinable – otherwise based on target) , with the time of vesting accelerated to before the date of the qualifying termination to the extent provided in the Severance Policy .

 

“CIC Good Reason” means:

 

o

The material failure of the Company to pay or cause to be paid your Base Salary or Annual Bonus;

 

o

Any substantial and continuing diminution in your position, authority or responsibilities in effect immediately prior to such diminution;

 

o

A relocation of your principal office location of more than 50 miles from the Company’s Stamford, Connecticut headquarters or a relocation of your principal office location of a shorter distance that the Committee determines causes you material hardship;

 

o

A material decrease by the Company of your Base Salary or target Annual Bonus in effect immediately prior to such decrease that is sufficient to be treated as an involuntary termination under Treasury Regulation § 1.409A-1(n)(2) (other than a decrease pursuant to an amendment that (i) is required by applicable law, and (ii) does not require 12-months’ notice because the amendment holds you harmless in the aggregate ; for the avoidance of doubt, a decrease pursuant to a reduction of compensation on a Company-wide basis can be good reason for an otherwise qualifying resignation in connection with a change in control ) ;  

 

o

A material decrease in your aggregate employee benefits that is sufficient to be treated as an involuntary termination under Treasury Regulation § 1.409A-1(n)(2);

 

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o

A material diminution in your reporting relationships, duties or responsibilities, including, without limitation, ceasing to be a chief executive officer who reports directly to the board of directors of a public company; or

 

o

A successor to the Company failing to expressly assume this severance pay arrangement.

 

·

You must sign and not revoke a release of claims as a condition to receipt of the severance benefits (other than Base Salary earned through the date of termination and accrued but unpaid vacation).

 

·

The Severance Policy will be designed so that the payments described above are either exempt from Section 409A of the Code, or in compliance with Section 409A and the related Department of Treasury guidance (including but not limited to the six-month delay for payments to key employees triggered by separation from service). 

 

If you resign your employment without Good Reason or CIC Good Reason or the Company terminates your employment for Cause, you will be entitled to receive only the following: (i) your base salary through the date of termination, (ii) any annual cash incentive earned for a previously completed fiscal year that has not yet been paid as of the date of termination, and (iii) your accrued but unpaid vacation.  The Company shall not be obligated to provide any advance notice to you in the event it terminates your employment for Cause.

 

Indemnification

 

While employed pursuant to this agreement (and subsequently with respect to the period during which you were so employed), you shall be indemnified by the Company to the fullest extent permitted by its charter, by-laws or the terms of any insurance or other indemnity policy applicable to officers or directors of the Company (including any rights to advances or reimbursement of legal fees thereunder , but excluding indemnification for any violation of the Company’s code of conduct or Security and Exchange Commission requirements   if it is a material violation , or if applicable law bars indemnification without regard to materiality ) .     The Company's obligation under this paragraph shall survive any termination of your employment or this Agreement.

 

Non-Competition/Non-Solicitation/Non-Disparagement

 

You acknowledge and recognize the highly competitive nature of the businesses of the Company and its affiliates and accordingly agree that, while employed by the Company and for a period of one year following any termination of your employment with the Company (the “Restricted Period”), you will not, whether on your own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly engage in any business that directly or indirectly competes in any material way with the primary business of the Company:

 

·

Solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or

 

·

Hire any such employee who was employed by the Company or its affiliates as of the date of your termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of your employment with the Company.

 

You shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the

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Company (any of the foregoing, a “Company Affiliate”) regarding (i) any of the foregoing’s financial status, business, services, business methods, compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, employees, attorneys, agents, that, in either case, is intended or reasonably likely to disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate’s reputation in the business, industry or legal community in which any such Company Affiliate operates, and the Company shall not at any time (either by official Company action or through a director of the Company or an executive who is a senior vice president or above) issue any press release or make any public statement about you or your spouse that is intended or reasonably likely to disparage your reputation in the business, industry or legal community or otherwise degrade you or your spouse’s reputation or standing in their community; provided, that, you and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend your or itself against any statement made by the other party (including those made by any Company Affiliate or by any person affiliated with you or your spouse) that is intended or reasonably likely to disparage or otherwise degrade that party’s reputation, but only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company, make any statement that you determine in good faith is necessary or appropriate to the discharge of your duties as an officer of the Company, and (d) provide truthful testimony in any legal proceeding.

 

It is expressly understood and agreed that although you and the Company consider the restrictions contained in this letter to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this letter is an unenforceable restriction against you, the provisions of this letter shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this letter is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

You acknowledge and agree that the remedies at law for a breach or threatened breach of any of the provisions of this letter that appear under the “Non-Competition/Non-Solicitation/Non-Disparagement” heading above would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach.  In recognition of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this letter and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In addition, in the event of an alleged breach of this section by the Company, you shall not be required to post a bond in order to seek equitable relief or any other equitable remedy.

The foregoing provisions of this letter under the “Non-Competition/Non-Solicitation/Non-Disparagement” heading above will survive the termination of your employment with the Company for any reason.

 

Arbitration

 

Except for the rights to seek specific performance provided above, any other dispute arising out of or asserting breach of this Agreement, or any statutory or common law claim by you relating to your employment under this Agreement or the termination thereof (including any tort or discrimination claim), shall be exclusively resolved by binding statutory arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association. Such arbitration process shall take place in Connecticut . A court of competent jurisdiction may enter judgment upon the arbitrator's award. All costs and expenses of arbitration (including fees and disbursements of counsel) shall be borne by the respective party incurring such costs and expenses, unless the arbitrator shall award costs and expenses to the prevailing party in such arbitration.

 

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Amendment

 

The Committee may amend any term or provision of this letter with 12 months’ advance notice to you.  This amendment right allows the Committee to ensure that your overall compensation, the current mix and weighting of compensation components, and the other terms of your employment are adjusted to reflect all of the relevant factors.  These factors include, for example, changes in peer group practices, changes in institutional shareholder expectations, other external factors, and developments at the Company.  In addition, the Committee shall also have the right to amend any term or provision of this letter, with less than 12-months’ notice, to the extent that the Committee determines that the change is required by applicable law and that the time when the change is required does not permit 12 months’ notice.  In this case, the Committee will act reasonably, to the extent possible, to minimize the change and to hold you harmless in the aggregate.  In the event that it is necessary to materially reduce compensation on a Company-wide basis, the Committee is entitled to reduce your compensation on the same basis as compensation is reduced for other senior executives, with less than 12-months’ notice.

 

Governing Law    

 

This letter will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflicts of laws principles thereof.

 

Entire Agreement and Successors    

 

This letter contains the entire understanding of the parties with respect to your employment by the Company.  There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein.  In addition, this letter supersedes entirely the 2012 agreement relating to your rights in the event of a change in control.  Subject to the Company’s amendment right described above, this letter may not be altered, modified or amended except by written instrument signed by the parties hereto.

 

This Agreement shall inure to the benefit of and be binding upon (i) the Company and its subsidiaries , and (ii) you and any personal or legal representatives, executors, administrators, successors, assigns, heirs, distributees, devisees and legatees. Further, the Company will require any successor (whether, direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “ Company ” shall mean the Company and any successor to its business and/or assets which is required by this successor provision to assume and agree to perform this Agreement or which otherwise assumes and agrees to perform this Agreement; provided, however, in the event that any successor, as described above, agrees to assume this Agreement in accordance with the preceding sentence, as of the date such successor so assumes this Agreement, the Company shall cease to be liable for any of the obligations contained in this Agreement.

Withholding Taxes

The Company may withhold from any amount payable under this letter such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Legal Fees

The Company will reimburse you for the reasonable legal fees that you incur in calendar year 2015 with respect to legal advice and representation related to this letter, but not in excess of $25,000. 

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Section 409A

This letter will be construed and administered to preserve the exemption from Section 409A of the Code, and the Department of Treasury guidance thereunder (collectively, “Section 409A”) of each payment pursuant to this letter that qualifies as a short-term deferral under Section 409A or otherwise qualifies for exemption from Section 409A.  With respect to other amounts payable pursuant to this letter that are subject to Section 409A, it is intended, and this letter will be so construed, that any such amounts and the Company’s and your exercise of authority or discretion under this Letter will comply with the provisions of Section 409A, so as not to subject you to the payment of interest and additional tax that may be imposed under Section 409A.  For this purpose, each payment of severance pay and each payment of any other amounts shall be deemed a separate payment for purposes of Section 409A.        

 

To the extent that any expense reimbursement provided for by this letter does not qualify for exclusion from Federal income taxation, the Company will make the reimbursement only if you incur the corresponding expense during your employment with the Company (or, for legal expenses subject to reimbursement under the “Legal Fees” heading above, during calendar year 2015) and submit the request for reimbursement to the Company no later than three months prior to the last day of the calendar year following the calendar year in which you incur the expense so that the Company can make the reimbursement on or before the last day of the calendar year following the calendar year in which you incur the expense; the amount of expenses eligible for reimbursement during a calendar year will not affect the amount of expenses eligible for reimbursement in another calendar year; and your right to reimbursement is not subject to liquidation or exchange for another benefit from the Company.

 

Specific d etails related to the time and form of payment of amounts payable pursuant to this letter are supplied by the Severance Policy, and these   specifics shall be taken into account for purposes of both maximizing the extent to which these amounts are exempt from Section 409A and ensuring that any portion subject to Section 409A complies with Section 409A.   

 

On behalf of the Board, congratulations on your promotion!  Please do not hesitate to contact me with any questions regarding this offer.  To acknowledge your acceptance of this offer, please sign the bottom of this offer letter and email a complete scanned copy back to me directly, which you agree is valid and binding just like the signed original. 

Sincerely,

 

/s/ Pamela D. Reeve

 

Pamela D. Reeve

Chair, Compensation Committee of the Board of Directors

Frontier Communications Corporation

cc:        Mary A. Wilderotter
Howard L. Schrott
Cecilia K. McKenney
Mark D. Nielsen
Mark D. Wincek

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Acceptance

By signing below, I hereby agree to the provisions of this letter. I understand that I will not have a contract of employment with the Company for a specified period of time.  I further agree to abide by policies and procedures established by the Company.

 

/s/ Daniel J. McCarthy                                                                    February 25, 2015

______________________________ __ ___________________ __

Daniel J. McCarthy Date

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Exhibit 10.2

 

AMEN DMENT TO THE

AMENDED & RESTATED EMPLOYMENT AGREEMENT

OF MARY AGNES WILDEROTTER

 

This agreement of amendment (“Amendment”) to the March 8, 2013 Amended and Restated Employment Agreement of Mary Agnes Wilderotter (“Agreement”) is dated as of February 2 5 , 2015 (the “Amendment Date”) by and between Frontier Communications Corporation (the “Company”) and Mary Agnes Wilderotter (“Executive”).

 

WHEREAS, Executive and the Company entered into an employment agreement (the “Original Agreement”) as of November 1, 2004, which Original Agreement was amended and restated effective on three occasions – December 29, 2008, March 31, 2010 and March 8, 2013;

 

WHEREAS, Executive and the Company desire to further amend the Agreement to make certain additional changes as provided for herein, to be effective as of the Amendment Date (unless otherwise indicated herein);

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

 

I.

 

Sections 1 through 6 of the Agreement are amended to read as follows:

 

“1. Term of Employment . Subject to the provisions of Section 8 of this Agreement, Executive shall continue to be employed by the Company, and any of its subsidiaries that the Board of Directors of the Company (the “Board”) shall designate for the period ending on March 31, 2016, on the terms and subject to the conditions set forth in this Agreement (with this period of employment being referenced herein as the “Employment Term”), including the special Employment Term rules that apply following certain changes in control.

 

“2. Position .

 

“a.    During the Employment Term and through March 31, 2015, Executive shall serve as Chief Executive Officer of the Company and shall report directly to the Board. In such position, Executive shall have such duties and authority commensurate with the position of chief executive officer of a company of similar size and nature, and Executive shall be re-nominated to the Board and, if elected, shall serve as its Chairman. During the Employment Term and beginning April 1, 2015, Executive shall serve as Executive Chairman of the Board.  In such role, Executive shall (i) continue to be an employee of the Company, (ii) report directly to the Board, and (iii) have such duties and responsibilities as are customarily performed in the Executive Chairman position, subject to the reasonable guidance and direction of the Board. Executive’s change to this role shall not be “Good Reason” for purposes of Section 8(c)(ii)(B). If Executive is not re-nominated and elected to serve as a member of the Board and if, as a result, she is unable to perform all or substantially all of her duties as Executive Chairman, she will be deemed to have been terminated by the Company (with or without Cause , depending on the specific circumstances) for the purposes hereof, including Section 8.    

 

“b.    During the Employment Term and through March 31, 2015, Executive will devote Executive’s full business time and best efforts (excluding any periods of vacation or sick leave) to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (i) subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization, or (ii) from making personal or family investments; provided, however, in each case under

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this Section 2(b)(i) or (ii) that such activities, in the aggregate, do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 10 of this Agreement. During the Employment Term and beginning April 1, 2015, the Executive Chairman role shall be Executive’s primary engagement relative to all other business and professional activities considered together .

 

“3. Base Salary . During the Employment Term and through March 31, 2015, the Company shall pay Executive a base salary at the annual rate of $1,025,000. During the Employment Term and beginning April 1, 2015, the Company shall pay Executive a base salary at the annual rate of $1,000,000. Executive’s base salary shall be payable by payroll check or direct deposit in substantially equal periodic payments in accordance with the Company’s practices for other executive employees, as such practices may be determined from time to time. Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary”.

 

“4. Annual Bonus . During the Employment Term, Executive shall be eligible to earn an annual cash bonus award (an “Annual Bonus”), payable by payroll check or direct deposit, with a target bonus amount equal to at least 150% of the Base Salary for years ending before 2015 and at least 200% of the Base Salary for 2015 and 2016 (subject to proration for months completed in 2016) . Adjustments to the Target Bonus to arrive at the Annual Bonus shall reflect the Code Section 162(m) structure of the Frontier Bonus Plan or any successor plan, as each may be amended from time to time (the “Bonus Plan”) , and the additional performance framework applied to Executive by the Compensation Committee of the Board (the “Compensation Committee”) . Effective with respect to the Annual Bonus for 2015, the performance framework shall be based 60% on the weighted 3Ps, and 40% on standards for performance of Executive Chairman responsibilities established by the Compensation Committee, in consultation with Executive, by the time in the first quarter of 2015 when standards of performance are established for other senior executive officers of the Company . The Annual Bonus for a calendar year shall be paid no later than permitted under the Bonus Plan and no later than the date that other senior executive officers of the Company are paid their annual bonuses for such calendar year.

 

“5. Long-Term Incentive . Executive shall be eligible to participate in the Company’s long-term incentive programs, as each may be amended from time to time, with the grant of equity compensation awards thereunder being subject to the discretion of the Compensation Committee; provided, however, that Executive shall be entitled to participate in any program the Company maintains to allow employees to use vested shares for the payment of applicable taxes at the time of such vesting. As of the Effective Date and for grants made prior to February 2015 , the Company has provided equity compensation awards to its senior executives in the form of (a) Restricted Shares, which were granted based on performance and which are scheduled to vest in Executive’s case in annual increments over three years following their grant, and (b) performance shares under the Company’s long-term incentive plan (“LTIP Performance Shares”), which vest based on the attainment of performance goals over a multi-year period and the completion of a service requirement.  Notwithstanding such previous practice, the equity grant to be made in February 2015 shall have a target value of $6 million (with the percentage of target actually awarded determined based on 2014 performance) ,   and this equity grant shall consist entirely of restricted stock units (“RSUs”).  These RSUs shall vest in equal annual increments over a period of three years, provided the Executive terminates employment on the last day of the Employment Term and complies with Section 9’s non-competition, non-solicitation, and non-disparagement agreements for this full three-year period (and not just for the duration of the Restriction Period that is otherwise applicable under Section 9).  Notwithstanding the preceding sentence, the provisions applicable to the LTIP Performance Shares and Restricted Shares under Sections 8.b.(ii)(D), 8.c.(iii)(E) and 8.d.(i) shall apply to such RSUs as if such RSUs were expressly covered thereby. In the event the Executive terminates employment on the last day of the Employment Term, then (i) the vesting of the Executive’s outstanding Restricted Shares shall be determined as if Executive’s service with the Company continued for 12 months beyond the end of the Employment Term; and (ii) the service-based vesting condition applicable to Executive’s outstanding LTIP Performance Shares shall be treated as having been satisfied, provided the Executive complies with Section 9’s non-competition, non-solicitation, and non-disparagement agreements for the full period of the applicable service-based vesting condition, and they shall be paid at the conclusion of the performance period subject to (and based on) the attainment of applicable performance goals.    

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“6. Employee Benefits; Business Expenses .  

 

“a.    Employee Benefits . During the Employment Term, Executive (and her eligible dependents) shall be entitled to participate in the Company’s pension, profit sharing, medical, dental, life insurance and other employee benefit plans (other than severance plans) (the “Company Plans”), as in effect from time to time (collectively the “Employee Benefits”) on the same basis as those benefits are generally made available to other senior executives of the Company, at a level of participation commensurate with her position. In the event the Executive terminates employment on the last day of the Employment Term, then Executive (and any COBRA qualified beneficiary of the Executive) shall be entitled to a period of COBRA continuation coverage in connection with such employment termination that extends for 36 months (rather than 18 months).

 

“b.    Business Expenses and Perquisites .

 

“(i) Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with the Company’s policies.

 

“(ii) Perquisites. During the Employment Term, Executive shall be entitled to receive such perquisites as are generally made available to other senior executives of the Company at a level that is commensurate with her position.  Upon assuming the Executive Chairman position and while serving in such position, Executive shall continue (A) to receive support from her incumbent executive assistant (or a substitute who is reasonably acceptable to Executive), (B) to be able to work out of the Company’s offices, and (C) to have a Company email account. In the event the Executive terminates employment on the last day of the Employment Term, then these support, office, and email arrangements shall continue for three years thereafter, and the Company shall make arrangements to have the coverage tail on Executive’s officers’ and directors’ insurance continue for six years thereafter, if it does not so continue in the normal course.”  

 

II.

 

The initial paragraph of Section 8 of the Agreement is amended to read as follows:

 

“8. Termination . Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 60 days advance written notice of any resignation of Executive’s employment (30 days if such resignation is for “Good Reason” (as hereinafter defined)), and Company will be required to give Executive at least 60 days advance written notice of any termination of Executive’s employment that is not for Cause (as defined below). Notwithstanding any other provision of this Agreement other than Sections 5 and 6 and Section 13(1) through (p), the provisions of this Section 8 shall exclusively govern Executive’s rights upon termination of employment with the Company.”  

 

III.

 

Section 8(f)(ii) of the Agreement is amended by striking “Exhibit A” where it appears therein, and replacing it with “Exhibit A-2015”.

 

IV.

 

This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the Amendment Date.

 

FRONTIER COMMUNICATIONS CORPORATION:

 

 

/s/ Pamela D. Reeve

__________________________________________

Name:  Pamela D. Reeve                                                                       

Title:    Chair, Compensation Committee of the Board of Directors  

 

 

 

 

EXECUTIVE:

 

/s/ Mary Agnes Wilderotter

____________________________________________

Mary Agnes Wilderotter

 

 

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PICTURE 3

 

Exhibit 99.1

 

Frontier Communications

3 High Ridge Park

Stamford, CT 06905

203.614.5600

www.frontier.com

 

FRONTIER COMMUNICATIONS ANNOUNCES PLANNED CEO TRANSITION

 

Daniel McCarthy, President and COO, Named Chief Executive Officer

 

Maggie Wilderotter Elected Executive Chairman of the Board

 

STAMFORD, Conn. – March 3, 2015 –   Frontier Communications Corporation (NASDAQ:FTR) today announced that Daniel J. McCarthy, currently President and Chief Operating Officer and a member of the Board of Directors, will succeed Maggie Wilderotter and become President and Chief Executive Officer, effective April 3, 2015.  Mrs. Wilderotter will transition to a new role as Executive Chairman of the Board of Directors.  She will continue to work closely with Mr. McCarthy to ensure a seamless transition of leadership responsibilities.

 

Mr. McCarthy has been with the Company since 1990, and has served as Frontier’s President and Chief Operating Officer since April 2012.  He has served as a member of the Board of Directors since May 2014.  In his capacity as President and COO, Mr. McCarthy has played an integral role in Frontier’s successful transformation into a national communications services provider, operating in 28 states and with nearly 15 million addressable households. Most recently, Mr. McCarthy led the team negotiating the terms of the Company’s agreement to acquire Verizon’s wireline voice, broadband and video operations in California, Florida and Texas for $10.54 billion.

 

Mr. McCarthy said, “I am honored to have the opportunity to lead Frontier at this exciting moment in our history, and thank Maggie for her guidance and mentorship. I look forward to working with her, the Board and the rest of the leadership team as we continue to enhance our competitive position in the markets we serve, execute our strategic plan and deliver strong results benefitting our shareholders, customers and employees.”

 

Mrs. Wilderotter said, “It has been a privilege to lead Frontier as CEO for more than 10 years, and I am very proud of our team’s accomplishments. The Board and I are confident that now is the right time to transition leadership responsibilities and that Dan is the right leader to advance Frontier’s record of success. Since joining Frontier nearly 25 years ago, Dan has been an invaluable leader and contributor to Frontier’s significant achievements.  Frontier benefits from an outstanding management team with a diverse range of experienced leaders and thousands of dedicated employees. I look forward to remaining with the Company as Executive Chairman and contributing to its continued growth and success.”

 

 

 

Howard Schrott, Lead Director, said “Today’s announcement is the result of the Board’s on-going succession planning process, which took on special emphasis several years ago when Maggie first discussed her plans with us.  In Dan McCarthy the Board has found the person best qualified to drive Frontier forward. Dan is a top-notch leader who knows Frontier and our industry.  He has an intimate understanding of our strategy, has a proven track record in operational execution and, most of all, knows how to create shareholder value. We are highly confident in Dan’s abilities and anticipate a seamless transition to his new role as CEO of Frontier.”

 

About Daniel J. McCarthy

 

Daniel J. McCarthy has served as President and Chief Operating Officer of Frontier since April 2012 and as a member of the Frontier Board of Directors since May 2014. He was Executive Vice President and Chief Operating Officer from January 2006 to April 2012.  Before this, he was Senior Vice President, Field Operations from December 2004 to December 2005, and Senior Vice President, Broadband Operations from January 2004 to December 2004. 

 

Mr. McCarthy joined Frontier in 1990 in the Company's Kauai, Hawaii, electric division. In 1995, he moved to Arizona to assume responsibility for the Company's energy operations. In 2001 he was promoted to President and Chief Operating Officer of Citizens Public Services sector, responsible for the Company's energy and water operations. He served as President and Chief Operating Officer of Electric Lightwave from January 2002 to December 2004.

 

Mr. McCarthy is a Trustee of The Committee for Economic Development, a nonprofit, nonpartisan, business-led, public policy organization. He serves on the Board of Trustees of Sacred Heart University in Fairfield, Connecticut and is a member of the Western Connecticut Health Network Corporate Advisory Council.

 

He holds a bachelor's degree in marine engineering from the State University of New York Maritime College at Fort Schuyler, and an M.B.A. from the University of Phoenix. 

 

About Frontier Communications

Frontier Communications Corporation (NASDAQ: FTR) offers broadband, voice, video, wireless Internet data access, Frontier Secure data security solutions, bundled offerings and specialized bundles for residential customers, small businesses and home offices, and advanced communications for medium and large businesses in 28 states. Frontier’s approximately 17,400 employees are based entirely in the United States. More information is available at www.frontier.com and www.frontier.com/ir .

 

Contact:

 

 

 

Investors :

 

 

Luke Szymczak, 203-614-5044

 

 

Vice President, Investor Relations

 

 

luke.szymczak@ftr.com

 

 

 

 

 

Media :

 

 

Steve Crosby, 916-206-8198

 

Brigid Smith, 203-614-5042

Senior Vice President, Corporate Communications

 

AVP, Corporate Communications

steven.crosby@ftr.com

 

brigid.smith@ftr.com