**EXHIBIT 10.17**

EMPLOYMENT AGREEMENT 

AGREEMENT made as of the 4th day of January, 2007, between D&ECommunications, Inc., a Pennsylvania business corporation, having its principal office at 124 East Main Street, Ephrata, PA 17522-0458 (“**D&E**”) and Albert H. Kramer, having an address of 1932 Heatherton Drive, Lancaster, PA 17601(“**Executive**”). 

BACKGROUND 

D&E desires to employ Executive on a contractual basis as its Senior Vice President Operations, and Executive desires to accept such position, on the terms and conditions set forth below. As additionalconsideration for the execution of this Agreement, Executive has been given benefits upon the occurrence of a Change of Control (as defined herein), among other things. 

NOW THEREFORE, intending to be legally bound hereby, the parties agree as follows: 

AGREEMENT

1. Employment. D&E hereby agrees to employ the Executive for a term of years, as more particularly set forth herein, andprovide Executive with certain change in control benefits, in exchange for which Executive accepts the terms and conditions set forth herein governing his employment, including the restrictive covenants set forth herein. 

2. Term. Executive’s employment hereunder shall be for a two year term, commencing on January 4, 2007 (the “**InitialTerm**”). On the second anniversary date of this Agreement (i.e., January 4, 2009), and on each anniversary date thereafter until notice is given as set forth below, the term of this Agreement shall be extended by one additional year(the “**Extended Term**”), subject, however, to prior termination of this Agreement as set forth below. This Agreement shall automatically renew and extend as provided in this Paragraph 2 until either D&E or Executive gives 60days’ prior written notice to the other of its or his intention not to extend the Agreement. If notice is so given, the term of this Agreement shall not be extended for an additional year, but shall instead continue for the then remaining term.As used herein, “Term” shall mean the Executive’s employment with D&E pursuant to this Agreement during the Initial Term and any Extended Term. 

3. Compensation. 

(a) Salary. Executive will be paid an annual salary of$200,000, subject to adjustment as provided below (the “**Salary**”), which will be payable in equal periodic installments according to D&E’s customary payroll practices, but no less frequently than monthly. Executive’ssalary shall be at least in the amount of his salary for the initial year of this contract, with such increases (in connection with D&E’s annual performance review procedures or otherwise), if any, as may be established by D&E.Executive shall be considered for a merit increase at the time customarily considered by D&E and in the event of such an increase, the increase shall be retroactive and pro-rated. 

 

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(b) Benefits. Benefits for the Executive and his family will be the same, in theaggregate, to those provided by D&E to similarly situated D&E executive officers (“similarly situated D&E executive officers” shall mean the “named executive officers” in D&E’s proxy statement) as of the datehereof, including participation in such pension, profit sharing, bonus, life insurance, disability insurance, hospitalization, major medical, and other employee benefit plans of D&E that may be in effect from time to time, to the extentExecutive is eligible under the terms of those plans (collectively, the “**Benefits**”). 

(i) Executive shallparticipate, from the effective date of this Agreement, in the D&E Supplemental Retirement Plan (the “**SERP**”), the form of which is attached hereto as Exhibit A, which is a plan of deferred compensation that provides foran annual supplemental retirement benefit equal to the additional qualified retirement benefit the Executive would accrue under the D&E Communications, Inc. Employee’s Retirement Plan (the “**Qualified Retirement Plan**”).

(ii) Short-term Incentive Plan. As additional compensation for the services to be rendered by Executive pursuant tothis Agreement, Executive will be eligible to participate in such executive level bonus/incentive programs and plans as may be in effect from time to time as approved by the Board of Directors of D&E. Executive shall be eligible for a targetedShort-term Incentive Plan bonus at the end of calendar year 2007 at twenty-five percent (25%) of his Salary as defined in D&E’s Short Term Incentive Plan. The target is neither a minimum nor a cap on any bonus. D&E, through itscompensation committee, will annually consider the implementation of an annual incentive award program, for which the Executive will be eligible. 

(c) Paid Time Off. Executive shall be entitled to six (6) weeks of paid time off per year during the term of his employment, or such greater amount commensurate with periods of paid time off as may fromtime to time be provided for similarly situated D&E executive officers. 

(d) Expense Reimbursement. D&E willreimburse Executive for reasonable expenses incurred by Executive in the performance of Executive’s duties pursuant to this Agreement in accordance with D&E’s regular reimbursement policies, as in effect from time to time and uponreceipt of itemized vouchers therefor and such other supporting information as D&E may reasonably request. 

(e)Automobile. D&E will provide Executive with either a company car or related reimbursement, in the discretion of D&E, similar to that provided for similarly situated D&E executive officers. 

(f) Reservation of Right to Amend Benefit Plans. Executive understands that from time to time it may be necessary for economic andbusiness reasons for D&E to amend any of its benefit plans, which amendments may involve the increase, decrease or change of form of a benefit. Executive’s employment pursuant to this Agreement shall be subject to any such amendments, andany such amendments applicable to all D&E employees, or the specific class thereof of which Executive is a member, that impacts 

 

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Executive’s benefit package hereunder shall not be a breach of this Agreement by D&E. In no event, however, shall any such amendment depriveExecutive of any Benefit that has vested or is then otherwise owed to Executive under this Agreement, the SERP, D&E’s Short-term Incentive Plan, D&E’s Long-term Incentive Plan or any of D&E’s pension, profit sharing, bonusor short-term or long-term disability plans. 

4. Duties. The Executive shall serve as the Senior Vice President Operations ofD&E, reporting to the Chief Executive Officer , and have the normal duties, responsibilities and authority associated with such position including, without limitation, those set forth in Exhibit B attached and made a part hereof, as wellas such duties (which are reasonably consistent with Executive’s primary duties) as shall be assigned to him from time to time by the Chief Executive Officer. In the event Executive is assigned additional duties by either the Chief ExecutiveOfficer or Board of Directors that result in a material change in Executive’s duties as provided under this Agreement, Executive shall be entitled to receive additional compensation commensurate with the additional duties. The Executive shalldevote his entire working time and attention to D&E’s business. During the term of this Agreement, Executive shall not be employed by, or participate or engage in or be a part of in any manner the management or operations of any businessenterprise other than D&E without the prior written consent of D&E, which consent may be granted or withheld in its sole discretion; provided, however, that Executive may, while he remains employed by D&E, participate in reasonablecharitable, social, teaching, educational and civic activities, as well as industry trade groups and associations and personal investment activities, so long as such activities do not interfere with the performance of Executive’s obligationsunder this Agreement, as well as those activities set forth on Exhibit C attached hereto. 

5. Termination of Employment.

(a) Due To Death, Disability, For Cause or Without Good Reason. 

(i) For Cause. If the Executive’s employment shall be terminated by D&E for Cause, D&E shall pay the Executive hisfull Salary, plus any accrued paid time off, through the date of termination at the rate in effect at the time of termination, any Benefits that have vested or are otherwise owed to Executive, and D&E shall have no further obligation to theExecutive under this Agreement. “**Cause**” shall mean: 

(a) the failure by the Executive to substantiallyperform his duties hereunder after notice from D&E and a failure to cure such violation within thirty (30) days of the date of said notice or, if said violation cannot be cured within such period of time, within a reasonable timethereafter, if the Executive is diligently attempting to cure the violation, but in no event longer than 60 days from the date of the notice; 

(b) the engaging by the Executive in misconduct injurious to D&E; 

(c) the dishonestyor gross negligence of the Executive in the performance of his duties; 

 

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(d) material violation by Executive of D&E’s Code of Business Conduct andEthics; 

(e) use by the Executive of alcohol which interferes with the performance of his duties; 

(f) use by the Executive of illegal drugs; 

(g) the breach of Executive’s fiduciary duty involving personal profit; 

(h) theviolation by the Executive of any law, rule or regulation which jeopardizes the business of D&E; 

(i) moral turpitudeor other conduct on the part of Executive which brings public discredit to D&E; 

(j) commission by Executive ofworkplace violence or harassment; or 

(k) the material violation by the Executive of any provision of this Agreement or anypolicy of D&E not already addressed above after notice from D&E and a failure to cure such violation within thirty (30) days of the date of said notice or, if said violation cannot be cured within such period of time, within areasonable time thereafter, if the Executive is diligently attempting to cure the violation, but in no event longer than 60 days from the date of the notice. 

The foregoing notwithstanding, any actions undertaken by Executive at the specific direction of the Board of Directors or based upon the advice of corporate counsel shall not constitute “Cause” hereunder, even if such action isarguably within the ambit of any of subsections (a) through (k) above. 

(ii) Death or Disability. If theExecutive’s employment shall be terminated due to Executive’s Disability, D&E shall pay the Executive his full Salary plus any accrued paid time off through the date of termination, and any Benefits that have vested or are thenotherwise owed to Executive, including but not limited to short-term and/or long-term disability benefits, and D&E shall have no further obligation to the Executive under this Agreement. If the Executive’s employment shall be terminated dueto Executive’s death, D&E shall pay the Executive’s designated beneficiaries, or if no designated beneficiaries, pay to Executive’s heirs his full Salary, plus any accrued paid time off and any Benefits that have vested or arethen otherwise owed to Executive through the date of termination and for one full month (4 weeks) following the date of termination. All stock options and performance restricted shares held by Executive shall immediately vest to the extent providedin the 1999 Long Term Incentive Plan and any applicable award agreements and D&E shall have no further obligation to the Executive under this Agreement. “**Disability**” shall have the meaning given to the term “totaldisability” in the D&E Short Term Disability Program. Nothing in this provision shall be interpreted to limit the Executive’s rights to recover benefits under any applicable disability insurance policy. 

 

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(iii) Without Good Reason. If Executive desires to terminate his employmentwithout Good Reason, Executive shall provide D&E with at least 60 days’ prior written notice of the effective date of such termination. Until the effective date of termination, Executive shall continue to fulfill his duties under thisAgreement. D&E shall continue to pay Executive his normal Salary through the effective date of termination, plus any accrued paid time off and any Benefits that have vested or are then otherwise owed to Executive, and D&E shall have nofurther obligation to the Executive under this Agreement. D&E may, in its discretion, request that Executive cease to perform his duties under this Agreement at any time following its receipt of notice of termination and prior to the effectivedate of termination but, in such event, Executive shall still be entitled to be paid his normal Salary, plus any accrued vacation, and any Benefits that have vested or are then otherwise owed to Executive, through the effective date of termination.

(b) Without Cause or for Good Reason. If the Executive’s employment is terminated without Cause by D&E, oris terminated by Executive for Good Reason, then D&E shall pay the Executive the greater of (x) his full Salary from the date of termination through the last day of the then current Term; or (y) an amount equal to one year’sSalary at his then current Salary. In addition, the Executive shall be entitled to: (i) an additional annual retirement benefit pursuant to the terms of the SERP, such that the Executive is treated as if he had remained employed by D&Ethrough the end of the then current Term. The benefit provided under the SERP is intended to be in addition to the Qualified Retirement Plan benefit payable to the Executive regardless of whether the Executive has satisfied the vesting requirementsof such plan(s); (ii) payment of the amount that would have been due to the Executive under any Short-term Incentive Plan in effect at the time of Executive’s termination had the Executive remained employed by D&E through the end ofthe incentive period relating thereto. Any such incentive payment shall be due and payable only at the time and in the manner provided for in the plan relating thereto; and (iii) payment on behalf of Executive of the fees and costs charged by anationally recognized outplacement firm selected by the Executive to provide outplacement services, not to exceed a period of twelve (12) months after termination and the amount of $12,500. Termination for “**Good Reason**” shallmean termination by the Executive of his employment due to: 

(i) any material adverse change in the position,responsibilities, authority or duties assigned to the employee, as contemplated by Paragraph 4, without his consent, except in connection with the termination of the Executive’s employment for Cause; 

(ii) failure of D&E or any successor or assign to comply with Paragraph 3 hereof in any material manner; 

(iii) requiring the Executive to be based anywhere that is 75 miles or more distant from the Executive’s current place of work,without his consent, except for required travel on D&E’s business to an extent substantially consistent with his present business travel obligations; 

 

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(iv) a requirement by D&E or its successor that Executive, in his reasonable judgmenttake an action that would violate the requirements of generally accepted accounting standards, the regulations of the Securities and Exchange Commission, applicable stock exchange listing standards or D&E’s Code of Business Conduct andEthics; 

(v) failure of any successor or assign of D&E to assume this Agreement and honor its provisions, or anymaterial breach of this Agreement by D&E or its successor or assign; or 

(vi) notwithstanding 5(b)(ii) above, anyreduction in the Salary. 

If the Executive intends to terminate his employment for Good Reason, he must first give notice to D&E thatsuch action or limitation of D&E constitutes Good Reason. The Executive’s employment shall be deemed terminated for Good Reason if D&E fails to cure such situation within thirty (30) days of the date of said notice or, if saidsituation cannot be cured within such period, within a reasonable time thereafter, if a diligent effort is being made to cure such situation, but in no event longer than 60 days from the date of the notice. Notwithstanding the foregoing, in theevent the Executive is a key employee (as defined in Internal Revenue Code Section 416(i)) of the Company as of the last day of the calendar year preceding the date a benefit becomes payable under this Paragraph 5(b), distribution of thatportion of the Executive’s payment attributable to the termination of his employment for Good Reason, shall be made or commenced six months after the date the benefit would otherwise have been paid pursuant to the foregoing provisions of thisParagraph 5(b). This six month period shall be shortened to the extent that counsel to D&E believes that it is then permissible under Section 409A of the Internal Revenue Code of 1986, as amended, without the imposition of an excise tax.

If the Executive dies while receiving severance payments under this paragraph 5(b), then the remaining balance of severance payments dueshall be paid to his designated beneficiaries, or if no beneficiaries are designated, then to the Executive’s heirs. 

6. Change ofControl. 

(a) Notwithstanding the foregoing, if a Change of Control occurs during the Term and, within the 12 monthsimmediately following the effective date of the Change in Control, the Executive’s employment with D&E is terminated by Executive for Good Reason or by D&E without Cause, D&E or its successor shall pay to the Executive (immediatelyupon termination of employment and without the requirement of notice or the opportunity to cure as provided in Paragraph 5), in lieu of the payment of any other sum that might otherwise be payable pursuant to Section 5: (i) a lump sumequal to 1.5 times the Executive’s annual salary, determined as of the date of the Change of Control, (ii) an additional annual retirement benefit pursuant to the terms of the SERP such that the Executive is treated as if he had remainedemployed by D&E through the end of the Initial Term or any applicable Extended Term (the benefit provided under the SERP is 

 

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intended to be in addition to the Qualified Retirement Plan benefit payable to the Executive regardless of whether the Executive has satisfied the vestingrequirements of such plan(s)); and (iii) payment of the amount that would have been due to the Executive under any Short-term Incentive Plan in effect at the time of Executive’s termination had the Executive remained employed by D&Ethrough the end of the incentive period relating thereto (any such incentive payment shall be due and payable only at the time and in the manner provided for in the plan relating thereto); and in each case subject to the limitations set forth in6(b) below. For purposes of this Agreement, a “**Change of Control**” means: 

(i) the acquisition, directly orindirectly, by any person or entity, or persons or entities acting in concert, whether by purchase, merger, consolidation or otherwise, of voting power over that number of voting shares of the capital stock of D&E which, when combined with theexisting voting power of such persons or entities, would enable them to cast fifty percent (50%) or more of the votes which all shareholders of D&E would be entitled to cast in the election of directors of D&E; 

(ii) the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of 75% or more of the assets,other than intangible assets, including good will, of D&E to a transferee other than D&E or an entity of which a controlling interest is owned by D&E; or 

(iii) the date that, during any period of two consecutive years “**Continuing Directors**” cease to make up a majority of themembers of the Board of Directors of D&E. “Continuing Directors” shall mean: (x) each individual who, at the beginning of such period, was a member of the Board of Directors of D&E; and (y) any director elected ornominated for election, by D&E’s shareholders who was first approved by a vote of at least two-thirds of the Continuing Directors then still in office; provided, however, that no individual shall be considered a Continuing Director if suchindividual initially assumed office as a result of either an actual or threatened election contest or proxy contest, including by reason of any agreement intended to avoid or settle any election contest or proxy contest. For purposes of theforegoing, “**election contest**” means a solicitation with respect to the election or removal of directors that is subject to the provisions of Rule 14a-11 of the 1934 Act, and “**proxy contest**” means the solicitation ofproxies or consents by or on behalf of a person other than the Board of Directors of D&E. 

(iv) the voluntarydissolution of D&E. 

(b) In the event the payment described in 6(a), when added to all other amounts or benefitsprovided to or on behalf of Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, such payments shall be retroactively(if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of D&E’s independent auditors, Executive shall remit to D&E the amount of the reductionplus such interest as may be 

 

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necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portionof the amount herein payable to Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended, D&E shall be required only to pay to Executive theamount determined to be deductible under Section 280G. 

7. Restrictive Covenants. 

(a) During the Term of this Agreement and during the Restricted Period, the Executive shall not Compete with D&E in the Territory. Forpurposes of the foregoing, (i) “**Territory**” shall mean any city or county in which D&E provides, offers or plans to provide or offer its services determined as of the date of termination of Executive’s employment,provided that any such plan to offer or provide services has been discussed at the executive level of D&E and memorialized in an internal memorandum or other writing prior to the termination of the Executive’s employment.“Territory” shall not include any additional geographical location of any successor to D&E by purchase, merger, consolidation, acquisition of assets or otherwise; (ii) “**Compete**” shall mean the direct or indirectownership, management, operation, control, employment by, participation in, or connection in any manner with the ownership, management, operation or control of any business which is engaged in providing the types of communications goods or services,or any other line of business, in which D&E is engaged at the time of Executive’s termination including, if applicable and without limitation, wireline, wireless, internet access, VOIP, broadband or any similar communications means, ,whether as an individual on his own, as a partner, joint venturer, officer, shareholder, employee, agent, independent contractor, lessor, creditor or otherwise; and (iii) “**Restricted Period**” shall mean a period of one(1) year from and after the date of termination of this Agreement, provided that, if the Executive’s employment is terminated pursuant to Paragraphs 5(a) or 5(b), the Restricted Period shall be the same as the period during which theExecutive is entitled to Salary payments under Paragraphs 5(a) and 5(b). The foregoing restrictive covenant will be effective only if Executive receives the payments to which he is entitled under Paragraphs 5(a) or 5(b). The foregoing restrictivecovenant shall not be construed to prohibit the ownership by Executive of up to five percent (5%) of any class of securities of any corporation which is in competition with D&E, provided that such ownership represents a passive investmentand that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in itsbusiness, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. 

(b) During the Term ofhis employment hereunder and for ten (10) years following termination, the Executive shall not, without the prior written consent of an authorized officer of D&E, disclose to any person, other than an employee of D&E or a person to whomdisclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties, any material confidential information, defined as information protected under Section 5302 of the Pennsylvania Uniform TradeSecrets Act, 12 Pa. C.S. §5301, et seq., obtained by him while in the employ of D&E with respect to any of D&E’s or its affiliates’ business plans and strategies, pricing and 

 

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pricing strategies, engineering and technical data, services, products, customers, sales records, methods of business or any business practices thedisclosure of which could be or will be materially damaging to D&E or its affiliates (the “**Confidential Information**”); provided, however, that confidential information shall not include any information known generally to thepublic (other than as a result of unauthorized disclosure by the Executive or any person with the assistance, consent or direction of the Executive) or any information of a type not otherwise considered confidential by persons engaged in the samebusiness or a business similar to that conducted by D&E or any information that must be disclosed as required by law or governmental authority. 

(c) Executive agrees, for a period of two (2) years following termination of his employment with D&E, (i) not to solicit any D&E employees or officers to leave D&E to accept employment byExecutive or his new employer; and (ii) not to solicit or encourage any D&E customers to cease doing business with D&E and/or to transfer any or all of their business relationships to any institution which Executive may found or toExecutive’s new employer. 

(d) Executive agrees that he will not disparage D&E in any communications of any naturewith any third parties, including but not limited to shareholders of D&E or its vendors, customers and suppliers, regarding any matters related to D&E during or following termination of his employment. The foregoing prohibition is notintended to, and should not be construed as, preventing Executive from fulfilling any duty to report accounting issues pursuant to the requirements of the Sarbanes Oxley Act and any regulations promulgated thereunder, or otherwise providing truthfulinformation to third parties. 

(e) Executive acknowledges and agrees that the covenants contained herein are fair andreasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of his covenants which then apply and accordingly expressly agrees that, in addition to any other remedieswhich the D&E may have, D&E shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay D&E fromseeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of his obligations hereunder. 

(f) The period of time applicable to any covenant in this Paragraph 7 will be extended by the duration of any violation by Executive ofsuch covenant. 

(g) If any covenant in Paragraph 7 is held to be unreasonable, arbitrary, or against public policy, suchcovenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, andnot against public policy, will be effective, binding, and enforceable against Executive. 

8. D&E Property. The Executive willnot remove from D&E’s premises (except to the extent such removal is for purposes of the performance of the Executive’s duties at home or 

 

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while traveling, or except as otherwise specifically authorized by D&E) any document, record, notebook, plan, model, component, device, or computersoftware or code, whether embodied in a disk or in any other form (collectively, the “**Proprietary Items**”). The Executive recognizes that, as between D&E and the Executive, all of the Proprietary Items, whether or not developedby the Executive, are the exclusive property of D&E. Upon termination of this Agreement by either party, or upon the request of D&E during the Term, the Executive will immediately return to D&E all of the Proprietary Items in theExecutive’s possession or subject to the Executive’s control, and the Executive shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items. 

9. Employee Inventions. 

(a) Each Employee Invention will belong exclusively to D&E. The Executive acknowledges that all of the Executive’s writing, works of authorship and other Employee Inventions are works made for hire and the property of D&E,including any copyrights, patents or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Executive hereby assigns to D&E all of the Executive’s right, title, andinterest, including all rights of copyright, patent and other intellectual property rights, to or in such Employee Inventions. The Executive covenants that he will promptly: 

(i) disclose to D&E in writing any Employee Invention; 

(ii) assign to D&E or to a party designated by D&E, at D&E’s request and without additional compensation, all of theExecutive’s right to the Employee Invention for the United States and all foreign jurisdictions; 

(iii) execute anddeliver to D&E such applications, assignments, and other documents as D&E may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions;

(iv) sign all other papers necessary to carry out the above obligations; and 

(v) give testimony and render any other assistance, but without expense to the Executive, in support of D&E’s rights to anyEmployee Invention. 

(b) For purposes of the foregoing, “**Employee Invention**” shall mean any idea,invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not) and any work of authorship related to the business of D&E (whether or not copyright protection may beobtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Term, or a period that includes a portion of the Term, that relates in any way to, or is useful in any manner in, thebusiness then being conducted or proposed to be conducted by D&E, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive’s employment with the Employer, that is basedupon or uses Confidential Information. 

 

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10. Indemnification. D&E shall indemnify and hold harmless the Executive, to the fullestextent permitted by Pennsylvania law and D&E’s Articles of Incorporation and By-Laws, whichever affords greater protection, with respect to any threatened, pending or completed action, suit or proceeding brought against him by reason of thefact that he is or was a director, officer, employee or agent of D&E or is or was serving at the request of D&E as a director, officer, employee or agent of another person or entity. To the fullest extent permitted by Pennsylvania law andD&E’s Articles of Incorporation and By-Laws, D&E shall, in advance of final disposition, advance expenses (including, without limitation, attorney’s fees) incurred by the Executive in connection with any threatened, pending orcompleted action, suit or proceeding with respect to which the Executive may be entitled to indemnification hereunder; provided, however, that the Executive agrees to reimburse D&E all such monies advanced if the presiding court finds that he isnot entitled to be indemnified by D&E under Pennsylvania law or D&E’s Articles of Incorporation and By-Laws. The Executive’s right to indemnification provided herein is not exclusive of any other rights of indemnification to whichthe Executive may be entitled under any bylaw, agreement, vote of shareholders or otherwise, and shall continue beyond the term of this Agreement. D&E shall use its best efforts to obtain insurance coverage for the Executive under an insurancepolicy covering officers and directors of D&E against lawsuits, arbitrations or other proceedings, provided, however, that nothing herein shall be construed to require D&E to obtain such insurance, if the Board of Directors of D&Edetermines that such coverage cannot be obtained at a commercially reasonable price. 

11. Attorney’s Fees and Costs. In theevent of any litigation, arbitration, mediation or other proceeding between D&E and the Executive with respect to the subject matter of this Agreement and the enforcement of the rights hereunder and such litigation or other proceeding results ina judgment, order, or other administrative determination in favor of the Executive, D&E shall reimburse the Executive for all of his reasonable costs and expenses relating to such litigation or other proceeding, including, without limitation,his reasonable attorneys’ fees and expenses. 

12. Notices. Any notice required or desired to be given under this Agreementshall be deemed given if in writing and sent by overnight courier, or via certified mail, return receipt requested, to the Executive’s residence or to D&E’s principal office, as the case may be. 

13. Waiver of Breach. Either party’s waiver of a breach of any provision in this Agreement by the other party shall not operate or beconstrued as a waiver of any subsequent breach by the non-breaching party. No waiver shall be valid unless in writing and signed by an authorized officer of D&E. 

14. Assignment. The Executive acknowledges that his services are unique and personal. Accordingly, the Executive may not assign his rights or delegate his duties or obligations under this Agreement.D&E’s rights and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, D&E’s successors and assigns, and D&E may assign this Agreement, including the restrictive covenants contained inParagraph 7 of this Agreement, to any successor or assign. Executive’s rights under this Agreement shall inure to the benefit of his designated beneficiaries, or heirs and assigns to the extent provided by the express terms of this Agreement,and be binding upon any successor or assign to the same extent and with the same force as D&E. 

 

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15. Entire Agreement. This Agreement contains the entire understanding of the parties. It may notbe changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. 

16. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 

17. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. 

 

Attest:
  D&E COMMUNICATIONS, INC.
 
  By 
 

 
  Title: 
 

Witness:
  EXECUTIVE
 
  
 

 

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