**Exhibit 10.6**

 

**GENERALRELEASE AND COVENANT NOT TO SUE**

 

This Agreement, presented tothe recipient, Philip A. Grybas, on March 5, 2008 represents the finalAgreement between SureWest Communications (“SWC”) and you (“Employee”).Capitalized terms not defined herein shall have the meaning ascribed to suchterms in the Agreement.

 

**FORGOOD AND VALUABLE CONSIDERATION,** as set forth in theAgreement (which is incorporated herein by reference as if set forth fullyherein and made a part hereof) and on the attached Exhibit A, the receipt,sufficiency and adequacy of which is hereby acknowledged by Employee’ssignature below, Employee agrees as follows:

 

1.     **Acknowledgement and Release.**  Employee on behalf of Employee and Employee’sheirs, successors and assigns, hereby fully and completely releases and waivesany and all claims, complaints, causes of action or demands of whatever kindwhich Employee has or may have against SureWest (the “Company”) itspredecessors, successors, current and former parent entities, owners,shareholders, subsidiaries and affiliates and all officers, employees, boardmembers and agents of those persons and companies (the “Released Parties”),arising out of any employment or other matters between Employee and the Companyand/or its subsidiaries or affiliates occurring prior to Employee’s executionof this release (“Release”) other than claims Employee may have (i) underthe Agreement by and between Employee and the Company, dated March 5, 2008,(ii) under any other written agreement between Employee and the Companyand/or its subsidiaries or affiliates or (iii) claims for vested benefitsaccrued under any employee benefit plan of the Company or its subsidiaries oraffiliates.  Notwithstanding anythingherein to the contrary, Employee does not release and discharge the Companyfrom any claims, rights, demands, actions, obligations and causes of actionarising from or in any way connected with Employee’s rights to receiveindemnification from the Company and/or its subsidiaries or affiliates, whetherpursuant to applicable law or contract, for acts, events, or omissions arisingduring the term of Employee’s employment or service with the Company.

 

Employee understands and agreesthat this Release is a full and complete waiver of all claims including,without limitation, claims to attorneys’ fees and costs, claims of wrongfuldischarge, constructive discharge, breach of contract, breach of the covenantof good faith and fair dealing, harassment, retaliation, discrimination,violation of public policy, defamation, invasion of privacy, interference witha leave of absence, personal injury or emotional distress and claims underTitle VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, theEqual Pay Act of 1963, the Americans With Disabilities Act, the Civil RightsAct of 1866, the Age Discrimination in Employment 

 

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Act of 1967 (ADEA), as amended by OlderWorkers Benefit Protection Act of 1990, the California Labor Code, theCalifornia Fair Employment and Housing Act, the California Family Rights Act,the Family Medical Leave Act, the Employee Retirement Income Security Act of1974, the National Labor Relations Act or any other federal or state law orregulation relating to employment or employment discrimination.  Employee further understands and agrees thatthis waiver includes all claims, known and unknown, to the greatest extentpermitted by applicable law.

 

# *Employee also hereby agrees that nothing contained in thisRelease shall constitute or be treated as an admission of liability orwrongdoing by the parties.*

# * *

# *In addition, Employee hereby expressly waives any and allrights and benefits conferred upon Employee by the provisions of Section 1542of the Civil Code of the State of California, which states as follows:*

# * *

**A GENERAL RELEASE DOES NOT EXTEND TO CLAIMSWHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVEMATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.**

 

2.                             **Covenant Not to Sue.**

 

(a)           To the fullest extentpermitted by law, except as set forth in Sections 2(b) and (c) below,at no time subsequent to the date this Release becomes effective shall Employeepursue or prosecute (or cause or knowingly permit the pursuit or prosecutionof) any claim released under this Release (a “Released Claim”) in (1) anystate, federal or foreign court, (2) any local, state, federal or foreignadministrative agency, or (3) any other tribunal.

 

(b)           Section 2(a) shallnot prohibit Employee from filing a charge or complaint with the EqualEmployment Opportunity Commission (“EEOC”) or Department of Fair Employment andHousing (DFEH) or participating in an investigation or proceeding conducted bythe EEOC or DFEH.  However, Employeeunderstands and agrees that while Employee may participate in such aninvestigation or proceeding, Employee is waiving his/her right to recover inany such action Employee might commence or that may be commenced on Employee’sbehalf before the EEOC or DFEH.

 

(c)           Section 2(a) shallnot prohibit Employee from challenging whether any Released Claim covered bythe Age Discrimination in Employment Act of 1967 as amended by the OlderWorkers Benefit Protection Act of 1990 was effectively released in accordancewith the requirements of such laws. However, Employee understands and agrees that while Employee maychallenge the validity of such release, unless such release is found to beinvalid, Employee is waiving his/her right to recover with respect to allReleased Claims (including those covered by the Age Discrimination inEmployment Act of 1967 as amended by the Older Workers Benefit Protection Actof 1990) under this Release.

 

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(d)           Ifeither party breaches this release, the breaching party will pay for all costsincurred by the non-breaching party , including reasonable attorneys’ fees, toenforce the Release.

 

3.             **Other Provisions.**

 

# *(a)*           If any provision of this Releaseis found to be unenforceable, it shall not affect the enforceability of theremaining provisions and the court shall enforce all remaining provisions tothe full extent permitted by law.

# * *

# *(b)*           This Release constitutes theentire agreement between Employee and the Company with regard to the subjectmatter of this Release.  It supersedesany other agreements, representations or understandings, whether oral orwritten and whether express or implied, which relate to the subject matter ofthis Release.  Employee and the Companyunderstand and agree that this Release may be modified only in a writtendocument signed by Employee and an authorized officer of the Company.

# * *

# *(c)*           Employee understands that Employeehas the right to consult with an attorney before signing this Release.  Employee also understands that, as providedunder ADEA, as amended by the Older Workers Benefit Protection Act of 1990,Employee has at least 21 days after receipt of this Release to review andconsider this Release, discuss it with an attorney of Employee’s own choosing,and decide to execute it or not execute it. Employee also understands that Employee may revoke this Release during aperiod of seven days after Employee signs it and that this Release will notbecome effective for seven days after Employee signs it (and then only ifEmployee does not revoke it).  In orderto revoke this Release, within seven days after Employee executes this Release,Employee must deliver to the Company a letter stating that Employee is revokingit, in which case it will have no effect.

# * *

# *(d)*           Employee agrees not to disclose toothers the terms of this Release, except that Employee may disclose suchinformation to Employee’s spouse and Employee may disclose such information toEmployee’s attorneys or accountants in order for such attorneys or accountantsto render services to Employee related to this Release.

 

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# *(e)*           Employee states that beforesigning this Release, Employee:

# * *

·        Has read it,

 

·        Understandsit,

 

·        Knowsthat he or she is giving up important rights,

 

·        Isaware of his or her right to consult an attorney before signing it, and

 

·        Hassigned it knowingly and voluntarily.

 

(f)            This Release shall be governedby the laws of the State of California and the Company and Employee agree thatany action related to this release shall be brought in the State or FederalCourts in the State of California and the parties further agree to personaljurisdiction in the State of California  for such action.

 
| ** ** | **EMPLOYEE**                                     |
|------------|--------------------------------------------------|
|       |                                             |
|       |                                             |
|       | /s/ Philip  A. Grybas                            |
|       | Philip A. Grybas, Chief Financial Officer        |
|       |                                             |
|       | Date:                                            |    March 24,  2008 |
|       |                                             |
|       |                                             |
| ** ** | **SUREWEST COMMUNICATIONS**                      |
|       |                                             |
|       |                                             |
|       | By:                                              |   /s/ Steven C. Oldham |
|       |   Steven  C. Oldham, President and CEO |
|       |   SureWest  Communications             |
|       |                                             |
|       |                                             |
|       | Date:                                            |    March 25,  2008 |
|            |                                                  |  |  |

 

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**ExhibitA**

** **

**Phil Grybas**

** **

**Severance Agreement Calculation -Separation Date:  March 31, 2008**

 
| ** ** | ** **                                                                                                                                                                                                         | ** ** | ** ** | ** ** | **9 Month** | ** **  |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|-------------|-------------|
| ** ** | ** **                                                                                                                                                                                                         | ** ** | **Annual** | ** ** | **Total**   | ** **  |
|       |                                                                                                                                                                                                               |       |       |       |        |        |
| 1)         | Salary as of  January 1, 2008                                                                                                                                                                                      |       | $          | 258,000    |        | $           | 193,500 |   |
|       |                                                                                                                                                                                                               |       |       |       |        |        |
| 2)         | Estimated  approximate total value of outstanding shares                                                                                                                                                           |       |       |       | $           | 100,000     |   |
|       |                                                                                                                                                                                                               |       |       |       |        |        |
| 3)         | SureWest  will pay an estimated cash equivalent of the amount of life insurance for  employee for 12 months.                                                                                                       |       |       |       | $           | 4,000       |   |
|       |                                                                                                                                                                                                               |       |       |       |        |        |
| 4)         | SureWest  will pay for the cost of leased vehicle for two months                                                                                                                                                   |       |       |       | $           | 1,200       |   |
|       |                                                                                                                                                                                                               |       |       |       |        |        |
| ** ** | **Total  Cash Compensation**                                                                                                                                                                                       | ** ** | ** ** | ** ** | **$**       | **298,700** | ** ** |
|       |                                                                                                                                                                                                               |       |       |       |        |        |
| 5)         | In addition  to the above, SureWest will cover medical benefits through COBRA for 12  months; a value of approximately $18,000. Human Resources must be notified  once new employment benefits have been obtained. |       |       |       | $           | 18,000      |   |
|       |                                                                                                                                                                                                               |       |       |       |        |        |
| ** ** | **Total  Cash Compensation plus value of medical benefits**                                                                                                                                                        | ** ** | ** ** | ** ** | **$**       | **316,700** | ** ** |
|            |                                                                                                                                                                                                                    |            |            |            |             |             |  |  |

 

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