Exhibit
10.12


Roseville Communications
Company


P.O. Box 969


Roseville,
California 95678


January 16, 2001


Scott K. Barber


Executive Director, Network Operations


Roseville Telephone Company


P.O. Box 969


Roseville, California
95678


Dear Scott:


Roseville Communications
Company (the “Company”) considers it essential to the best interests of the
Company and its shareholders to foster the continued employment of key
management personnel in a period of uncertainty regarding the Company’s future
in light of the consolidation in the telecommunications industry.  In this connection, the Board of Directors of
the Company (the “Board”) recognizes that the possibility of a change in
control exists and that such possibility, and the uncertainty and questions
which it necessarily raises among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its
shareholders when their undivided attention and commitment to the best
interests of the Company and its shareholders are particularly important.


Accordingly, the
Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company’s
management, including you, to their assigned duties without distraction in the
face of potentially disturbing circumstances arising from the possibility of a
change in control of the Company.


In order to induce
you to remain in the employ of the Company and in consideration of your
agreement set forth in Section 2 hereof, the Company agrees that you shall
receive the benefits set forth in this letter agreement (“Agreement”) in the
event of a “change in control of the Company” and a “constructive termination”
(each as defined in Section 2 hereof) under the circumstances described below.


1.             Term of
Agreement.  This Agreement
shall commence on the date hereof and shall continue in effect through December
31, 2001; provided, however, that commencing on
January 1, 2001 and each January 1 thereafter, the term of this Agreement shall
automatically be



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extended for one
additional year unless, not later than by November 30 of the preceding year,
the Company shall have given notice that it does not wish to extend this
Agreement; provided, further, that following a
change in control of the Company (as hereinafter defined) the term of this
Agreement shall automatically extend to the date which is two (2) years
following such change in control.


2.             Change in
Control and Constructive Termination.  No benefits shall be payable hereunder unless
there shall have been a change in control of the Company and thereafter a
constructive termination, as set forth below. 
For purposes of this Agreement, a “change in control of the Company”
shall be deemed to have occurred if (A) any “person” (as such term is used in
Section 13(d) and 14(d) of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company, is
or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing
Twenty  percent (20%) or more of the
combined voting power of the Company’s then outstanding voting securities; (B)
there is a merger or consolidation of the Company in which the Company does not
survive as an independent public company; or (C) the business or businesses of
the Company for which your services are principally performed are disposed of
by the Company pursuant to a partial or complete liquidation of the Company, a
sale of assets (including stock of a subsidiary) of the Company, or
otherwise.  For purposes of this
Agreement, “constructive termination” shall mean  a change in control of the company, as well
as, and as a direct result thereof, (i) a decrease in the total amount of your
base salary below its level in effect on the date hereof or as the same may be
increased from time to time, or a decrease in the bonus percentage to which you
are entitled, without your consent, provided, however, nothing herein shall be
construed to guarantee your bonus award if performance is below target, or (ii)
a reduction in the importance of your job responsibilities without your
consent, with the determination of whether a reduction in job responsibility
has taken place to be in your discretion 
or, (iii) your geographical relocation 
without your consent.  Absent
written consent, after a change in control of the Company, no action or
inaction by you within ninety (90) days following the occurrence of the events
described in (i), (ii) or (iii) hereof shall be deemed consent to such events.


3.             Compensation
Following Change of Control and Constructive Termination.  Subject to the terms and conditions of this
Agreement, following a change in control of the Company and constructive
termination, as defined in Section 2, the Company shall pay you a lump sum
payment, within ten (10) days after the constructive termination, in the amount
equal to the sum of:


(A)          The
sum of your then effective annual base salary through the termination date and
any accrued vacation pay, plus


(B)           two
times the sum of (I) your full annual base salary on the date of the
constructive termination, plus (II) the greater of your target bonus or the
most recent annual bonus paid to you.



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In addition, the Company
shall continue to provide to you and your family at the Company’s expense, for
twenty-four (24) months following the change in control and the
constructive termination, the life insurance, medical, dental and other
benefits provided to you and your family immediately prior to the change in
control and constructive termination. 
The Company also shall pay to you all legal fees and expenses incurred
by you in seeking to obtain or enforce any right or benefit provided by this
Agreement.  You shall not be required to
mitigate the amount of any payment provided for in this Section 3 by seeking
other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Section 3 be reduced by any compensation earned by you as
the result of employment by another employer or by retirement benefits after
the date of termination, or otherwise.


4.             Certain
Additional Payments by the Company.


(i)            Anything in this Agreement to the
contrary notwithstanding, in the event it shall be determined that any payment
or distribution by the Company to or for your benefit (whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payments required
under this Section 4) (a “Payment”) would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)
or any corresponding provisions of state or local tax laws, or any interest or
penalties are incurred by you with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), then you shall be entitled to receive an
additional payment (a “Gross-Up Payment”) in an amount such that after your
payment of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, you retain an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.


(ii)           Subject to the provisions of Section
4(iii), all determinations required to be made under this Section 4, including
whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by Ernst & Young LLP or such other certified
public accounting firm as may be designated by you (the “Accounting Firm”),
which shall provide detailed supporting calculations both to the Company and
you within 15 business days of the receipt of notice from you that there has
been a Payment, or such earlier time as is requested by the Company.  In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the change of control, you shall appoint another nationally recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder).  All fees and expenses of the Accounting Firm
shall be borne solely by the Company. 
Any Gross-Up Payment, as determined pursuant to this Section 4,
shall be paid by the Company to you within five days of the receipt of the
Accounting Firm’s determination.  Any
determination by the Accounting Firm shall be binding upon the Company and
you.  As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is



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possible that Gross-Up
Payments which will not have been made by the Company should have been made (“Underpayment”),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts its remedies pursuant to Section 4(iii) and you
thereafter are required to make a payment of any Excise Tax, the Accounting
Firm shall determine the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by the Company to or for your benefit.


(iii)          You shall notify the Company in
writing of any claim by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after you are informed in
writing of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid.  You shall not pay such claim prior to the expiration
of the 30-day period following the date on which you give such notice to
the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). 
If the Company notifies you in writing prior to the expiration of such
period that it desires to contest such claim, you shall:


(A)          give
the Company any information reasonably requested by the Company relating to
such claim,


(B)           take
such action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably
selected by the Company,


(C)           cooperate
with the Company in good faith in order effectively to contest such claim, and


(D)          permit
the Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold you harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this Section
4(iii), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
you to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and you agree to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs you to pay such claim and sue for a
refund, the Company shall advance the amount of



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such payment to you, on an interest-free basis
and shall indemnify and hold you harmless, on an after-tax basis, from
any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension of
the statute of limitations relating to payment of taxes for your taxable year
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company’s control of the
contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and you shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.


(iv)          If, after your receipt of an amount
advanced by the Company pursuant to Section 4(iii), you become entitled to
receive any refund with respect to such claim, you shall (subject to the
Company’s complying with the requirements of Section 4(iii)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after your receipt of an
amount advanced by the Company pursuant to Section 4(iii), a determination is
made that you shall not be entitled to any refund with respect to such claim
and the Company does not notify you in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.


5.             Successors; Binding
Agreement.


(i)            The
Company will require any successor (whether direct or indirect, by merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly agree to perform this Agreement.  Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle you to compensation from
the Company in the same amount and on the same terms as you would be entitled
hereunder following a change in control of the Company and constructive
termination, except that for purposes of implementing the foregoing, the date
on which any such succession becomes effective shall be deemed the date on
which you become entitled to such compensation from the Company.  As used in this Agreement, “Company” shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement
by operation of law, or otherwise.


(ii)           This Agreement shall inure to the
benefit of and be enforceable by your executors, administrators, successors,
heirs, distributees, devisees and legatees. 
If you should die while any amount would still be payable to you
hereunder if you had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to your devisee, legatee or other designee or, if there is no such designee, to
your estate.



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6.             Notice.  For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed
to the attention of the Board with a copy to the Secretary of the Company, or
to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of a change of address shall
be effective only upon receipt.


7.             Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by you and such officer as may be specifically
designated by the Board.  No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this
Agreement.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of California.


8.             Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


9.             Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


10.           Supercedes Prior
Agreements.  The Company and
you agree that this Agreement supercedes all prior agreements, whether written
or oral, relating to the subject matter of this Agreement including, without
limitation, any prior letter agreements relating to payments in the event of a
change in control of the Company, or any provisions of any letters of offer of
employment with the Company.”



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If this letter sets forth
our agreement on the subject matter hereof, kindly sign and return to the
Company the enclosed copy of this letter which will then constitute our
agreement on this subject.


	
  

  	
  Sincerely yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  ROSEVILLE
  COMMUNICATIONS COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas E. Doyle

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Thomas E. Doyle

  
	
   

  	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED TO this
  29th day

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  of January,
  2001.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
     /s/
  Scott K. Barber

  	
   

  	
   

  	
   

  
	
  Scott K. Barber

  	
   

  	
   

  
							



 



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