EX-10.3






Exhibit 10.3




CHANGE IN CONTROL SEVERANCE AGREEMENT




     This CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”), dated as of  ___,
2008 (the “Effective Date”) by and between Centennial Communications Corp., a Delaware
corporation (the “Company”), and [___] (the “Executive”).



     The Board of Directors of the Company (the “Board”) has determined that it is in the
best interests of the Company and its shareholders to assure that the Company and its affiliated
companies will have the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change in Control of the Company. The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and
risks created by the circumstances surrounding a Change in Control and to encourage the Executive’s
full attention and dedication to the Company and its affiliated companies currently and in the
event of any Change in Control (and, under certain circumstances, in the event of the termination
or abandonment of a Change in Control transaction), and to provide the Executive with compensation
and benefits arrangements that ensure that the reasonable expectations of the Executive will be
satisfied and that are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this Agreement.
Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in
Appendix A.



     1. Term. The “Term” of this Agreement is the period commencing on the
Effective Date and ending on the third anniversary thereof; provided, however, that commencing on
the second anniversary of the Effective Date, and on each annual anniversary thereof (such date and
each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”),
unless previously terminated, the Term shall be automatically extended by 12 additional months,
unless at least one hundred twenty (120) days prior to the Renewal Date the Company or the
Executive shall give written notice to the other party that the Term shall not be so extended. In
the event a Change in Control occurs during the Term, the Term shall be further extended until the
end of the Employment Period. Following a Change in Control that occurs during the Term and
extending until the end of the Employment Period, this Agreement shall exclusively apply with
respect to any termination of Executive’s employment and/or any other subject matter described
herein, and in the event of any conflict between the provisions of this Agreement and any other
similar agreement between the Executive and the Company, the provisions of this Agreement shall
apply.



     2. Employment Period. Subject to the terms and conditions of this Agreement, the
Company hereby agrees to continue the Executive in its employ for the period commencing on the
first date on which a Change in Control occurs during the Term and ending on the second anniversary
of such date (the “Employment Period”).



     3. Termination of Employment.



          (a) Termination. The Executive’s employment during the Employment Period (i) shall
automatically be terminated upon the Executive’s death, (ii) may be terminated by the Company due
to the Executive’s Disability, (iii) may be terminated by the Company with or without Cause and
(iv) may be terminated by the Executive with or without Good Reason.




 









 








          (b) Qualifying Termination. Subject to Section 5, if and only if the
Executive is terminated during the Employment Period (i) by the Company for any reason other than
(A) for Cause, (B) due to the Executive’s Disability, or (C) Executive’s death or (ii) by the
Executive for Good Reason (collectively, a “Qualifying Termination”), the Executive shall
be entitled to the payments and benefits described in Section 4.




          (c) Disability. The Company may terminate the Executive’s employment during the
Employment Period due to the Executive’s Disability. If the Company determines in good faith that
the Disability of the Executive has occurred during the Employment Period, it may give to the
Executive written notice in accordance with Section 13(b) of its intention to terminate the
Executive’s employment. In such event, the Executive’s employment with the Company shall terminate
effective on the 30th day after receipt of such notice by the Executive (the “Disability
Effective Date”).




          (d) Notice of Termination. Any termination of the Executive (other than due to the
Executive’s death) during the Employment Period by the Company or by the Executive shall be
communicated by Notice of Termination to the other party hereto given in accordance with
Section 13(b).




     4. Obligations of the Company upon a Qualifying Termination: If the Executive’s
employment is terminated in a Qualifying Termination described in Section 3(b), the Company
shall provide the following payments and benefits:



          (a) Subject to Section 4(g), the Company shall pay to the Executive in a lump sum in cash the
aggregate of the following amounts:





	 	i.	 	an amount equal to the product of (1) the
Severance Multiplier, and (2) the sum of (x) the Executive’s Base
Salary and (y) the Executive’s Target Bonus;
	 
	 	ii.	 	an amount equal to the product of (1)
Executive’s Target Bonus for the bonus period that includes the Date of
Termination and (2) a fraction, the numerator of which is the number of
days in the bonus period during which Executive was employed by the
Company and the denominator of which is the total number of days in
such bonus period;




provided, however, that such amount shall be paid in lieu of, and the Executive hereby waives the
right to receive, any other amount of severance relating to salary or bonus continuation to be
received by the Executive upon termination of employment of the Executive under any severance plan,
policy or arrangement of, including any employment contract with, the Company or its subsidiaries.
The payments required under this Section 4(a) shall be made within the sixty (60) day
period following the Executive’s Date of Termination; provided that if a new calendar year
commences during this period, the payment shall be made no earlier than January 2 of such new
calendar year.




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          (b) With respect to outstanding equity awards, including, without limitation, stock options
and restricted stock, other than performance-based equity awards (the “Equity Awards”):





	 	i.	 	all such outstanding Equity Awards
granted to the Executive shall automatically become fully vested
and, to the extent applicable, exercisable and the restrictions,
deferral limitations, and forfeiture conditions applicable to any
Equity Award shall lapse and such award shall be deemed fully
vested; and
	 
	 	ii.	 	each such Equity Award that is an option,
stock appreciation right, and/or other outstanding award in the
nature of a right that may be exercised (whether or not previously
vested) held by the Executive as of the Date of Termination shall
remain exercisable until the earlier of (i) the expiration of the
original term of such right (without giving effect to any early
termination thereof); (ii) the date that is one year after the Date
of Termination; and (iii) in the case of rights granted prior to the
date hereof, the last day the period of exercisability may be
extended without violation of Section 409A of the Code; and





          (c) The Company shall continue to provide the Executive with life insurance and medical and
health insurance coverage at levels and costs comparable to those in effect prior to such
termination for a period from the date of such termination to the earlier to occur of (x) the date
which is [___] months after such termination and (y) the date upon which the Executive is
actually receiving similar benefits through Executive’s employment with another employer;




          (d) The Company shall pay the Executive in a cash lump sum $10,000 in respect of tax and
financial planning services;




          (e) The Company shall reimburse the Executive for the actual and documented cost of any
outplacement, incurred by the Executive for a period of one year following the Date of Termination,
with such total costs not to exceed $10,000 and




          (f) To the extent not previously paid or provided, the Company shall timely pay or provide to
the Executive any other amounts or benefits required to be paid or provided or which the Executive
is eligible to receive pursuant to this Agreement or otherwise under any plan, program, policy or
practice or contract or agreement of the Company and its affiliated companies (excluding severance
or termination plans, employment agreements, policies and arrangements).




          (g) As a condition to receiving any payments or benefits pursuant to this Section 4,
within 45 days of the Date of Termination, the Executive shall be required to execute and deliver,
and any applicable revocation period shall be required to have expired with respect to, a release
agreement in the form attached as Appendix B (the “Release”).




     5. Anticipatory Termination.



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          (a) An “Anticipatory Termination” occurs if during the nine-month period prior to a
Change in Control either:





	 	 i.	 	(1) the Company terminates the Executive’s employment other
than (A) for Cause, (B) due to the Executive’s Disability, or (C) due to
Executive’s death, (2) it is reasonably demonstrated by the Executive that such
termination of employment (x) was at the request or instruction of a Person who
has entered into a definitive agreement with the Company the consummation of
which would constitute a Change in Control or (y) was otherwise in connection
with, or in anticipation of, a Change in Control, and (3) a Change in Control
occurs; or
	 
	 	 ii.	 	(1) an event occurs that would have constituted Good Reason if
the date on which a Change in Control occurs was deemed to be the date
immediately prior to the date of such event and the Executive terminated his
employment subsequent to such event, (2) the Executive can reasonably
demonstrate that such Good Reason event (x) was at the request or instruction
of a Person who has entered into a definitive agreement with the Company the
consummation of which would constitute a Change in Control or (y) was otherwise
in connection with, or in anticipation of, a Change in Control, and (3) a
Change in Control occurs.





          (b) If the Executive has reason to believe that an Anticipatory Termination may have occurred,
he shall provide a notice setting forth such belief in accordance with Section 13(b) of
this Agreement within 30 days after a Change in Control has occurred. In the event of an
Anticipatory Termination, the Executive shall be entitled to (A) the payments specified in
Sections 4(a), 4(d), and 4(e) (in each case reduced by any comparable amounts previously
paid and required to be paid in the future pursuant to any other severance plan, program or
arrangement), (B) the benefits specified in Section 4(c) (to the extent not previously
provided) (or the after-tax equivalent thereof to the extent that such benefits cannot be
provided), (C) to the extent that the Executive has outstanding any Equity Awards, the provisions
of Section 4(b) shall apply to them, and (D) in respect of any Equity Awards that were
forfeited by the Executive as a result of his termination of employment but would have vested had
Section 4(b) applied, such awards shall be reinstated (or if the Company determines not to
reinstate them, the Executive shall be paid in cash the intrinsic value of such award as of the
Change in Control). For the purposes of the provisions of Section 4 referenced in this
Section 5, the Executive’s Date of Termination shall be deemed to be his last date of
employment by the Company.




          (c) If the Executive is receiving severance or termination benefits at the time of a Change in
Control (the “Previous Benefits”) and the Executive becomes entitled to benefits under this
Section 5 upon the occurrence of a Change in Control, the balance of the Previous Benefits
shall continue to be paid in accordance with their terms and the incremental benefits to be
provided under this Section 5 shall be paid in accordance with Sections 4(a), 4(d) and
4(e) as applicable. Subject to the final sentence of this Section 5(c), any
incremental benefits to be provided under clauses (A), (C) or (D) of Section 5(b) shall be
paid during the 60 day period following the Change in Control; provided that if a new calendar year
commences during this



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period, such payments shall be made no earlier than January 2 of such new calendar year. By
way of example, if the Executive was entitled to continuation of his Base Salary for one year upon
his previous termination of employment and he subsequently becomes entitled to the benefits
described in Section 4(a) upon a Change in Control pursuant to this Section 5, he
shall continue to receive his Base Salary for the balance of the year and the benefits provided
under Section 4(a), reduced by an amount equal to the Executive’s Base Salary, shall be
paid in accordance with this Section 5. For the sake of clarity, any benefits or payments
to be provided upon an Anticipatory Termination shall be reduced by the value of similar severance
or termination benefits paid or payable in connection with the Executive’s termination of
employment. As a condition to receiving any payments or benefits pursuant to Section 5,
within 60 days of the Change in Control, the Executive shall be required to execute and deliver,
and any applicable revocation period shall be required to have expired with respect to the Release.




     6. Other Terminations. In the event the Executive’s employment is terminated during
the Employment Period other than in a manner described in Sections 3(b) or Section
5, the Executive (or, as applicable, the Executive’s estate or designated beneficiaries) shall
be entitled to receive the Executive’s annual base salary through the Date of Termination to the
extent not theretofore paid and all other amounts or benefits required to be paid or provided or
which the Executive is eligible to receive under any plan, program, policy or practice or contract
or agreement of the Company and its affiliated companies.



     7. Section 409A. Notwithstanding the timing of the payments pursuant to this
Agreement, to the extent required to avoid application of any penalty tax imposed under Section
409A of the Code with respect to any payment required to be made hereunder during the six months
period following the Executive’s “separation of service,” as such term is defined for purposes of
Code Section 409A, (i) the payment will not be made to the Executive and instead will be made, at
the election of the Company, either to a trust in compliance with Rev. Proc. 92-64 or an escrow
account established to fund such payments (provided that such funds shall be at all times subject
to the creditors of the Company and its affiliates) and (ii) the payment will be paid to the
Executive on the earlier of the six-month anniversary of Date of Termination or the Executive’s
death or disability (within the meaning of Section 409A of the Code). Similarly, to the extent the
Executive would otherwise be entitled to any benefit (other than a cash payment) during the six
months beginning on the Date of Termination that would be subject to the additional tax under
Section 409A of the Code, the benefit will be delayed and will begin being provided on the earlier
of the six-month anniversary of the Date of Termination or the Executive’s death or disability
(within the meaning of Section 409A of the Code). The Company will establish the trust or escrow
account, as applicable, no later than ten days after the Executive’s Date of Termination. It is
the intention of the parties that the payments and benefits to which the Executive could become
entitled in connection with termination of employment under this Agreement comply with Section 409A
of the Code. In the event that the parties determine that any such benefit or right does not so
comply, they will negotiate reasonably and in good faith to amend the terms of this Agreement such
that it complies (in a manner that attempts to minimize the economic impact of such amendment on
the Executive and the Company and its affiliates).



     8. Non-exclusivity of Rights. Except as otherwise expressly provided for in this
Agreement, nothing in this Agreement shall prevent or limit the Executive’s continuing or future



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participation in any plan, program, policy or practice provided by the Company or any of its
affiliated companies and for which the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Company or any of its affiliated companies at or subsequent to the
Date of Termination shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.



     9. Full Settlement. The Company’s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may
have against the Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and, except as otherwise expressly provided for in
this Agreement, such amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay, during Executive’s lifetime and to the fullest extent
permitted by law, all legal fees and expenses which the Executive may reasonably incur at all
stages of proceedings, including, without limitation, preparation and appellate review, as a result
of any contest (regardless of whether formal legal proceedings are ever commenced and regardless of
the outcome thereof) by the Company, the Executive or others of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by the Executive about the amount of any payment pursuant to
this Agreement), provided that no such payment shall be payable with respect to any frivolous claim
or claim asserted by the Executive in bad faith.



     10.
Certain Additional Payments by the Company. (a) Anything in this Agreement to the
contrary notwithstanding and except as set forth below, in the event it shall be determined that
any payment or distribution by the Company to or for the benefit of the Executive (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 10) (a
“Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Executive 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 the Executive shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by the Executive 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, the Executive retains an amount of Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of
this Section 10, if it shall be determined that the Executive is entitled to the Gross-Up
Payment, but that the parachute value of all Payments, as determined in accordance with Section
280G of the Code, does not exceed 110% of the amount that is $1.00 less than three times the
Executive’s base amount, as defined in Code Section 280G (the “Safe Harbor Amount”), then
no Gross-Up Payment shall be made to the Executive and, if the Executive would receive a larger
amount of Payments on an after tax basis,
the amounts payable or provided under this Agreement shall be reduced so that the parachute
value of all Payments, in the aggregate, equals the Safe



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Harbor Amount. In the event that amounts
payable or provided under this Agreement are reduced so that the parachute value of all Payments,
in the aggregate, equals the Safe Harbor Amount, the amount of any cash Payment due to Executive
shall be reduced first.



          (b) All determinations required to be made under this Section 10, 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 the Company’s independent,
certified public accounting firm or such other certified public accounting firm as may be
designated by the Executive and shall be reasonably acceptable to the Company (the “Accounting
Firm”) which shall provide detailed supporting calculations both to the Company and the Executive
within 15 business days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company. 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 10, shall be paid by the Company to the Executive within five days of the receipt
of the Accounting Firm’s determination, but in any event no later than the end of the Executive’s
taxable year next following the taxable year in which the Executive remits the related taxes. Any
determination by the Accounting Firm shall be binding upon the Company and the Executive.




     11. Certain Covenants



         (a) Confidential Information; Return of Company Documents and Property.





	 	i.	 	Executive acknowledges that Executive’s employment hereunder
will necessarily involve Executive’s understanding of and access to certain
trade secrets and confidential information pertaining to the businesses and
activities of the Company and its Subsidiaries. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive’s employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement) (collectively “Confidential Information”). After
termination for any reason of the Executive’s employment with the Company, the
Executive shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate or divulge any
Confidential Information to anyone other than the Company and those designated
by it.
	 
	 	ii.	 	Upon termination of Executive’s employment with the Company
whether by reason of the termination or expiration of this Agreement, the
Executive shall return to the Company (i) all documents within Executive’s
possession, custody, or control relating to the business and
affairs of the Company, or its products or customers; and (ii) all other
Company property within Executive’s possession, custody, or control





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	 	 	 	including, but not limited to, credit cards issued to Executive by the
Company, office keys or card keys, office passes or badges, office
equipment, supplies, facsimile machines, copiers, computers and peripheral
equipment, answering machines, or any other property or equipment furnished
to Executive or paid for by the Company.





          (b) Non-Solicitation. During the Term and the Employment Period, and extending for a
period of [___] months (the “Restricted Period”), Executive will not directly or
indirectly, and will not assist directly or indirectly any other Person to (A) hire or engage in
any capacity any employee of the Company or any of its subsidiaries (or any person who was an
employee of the Company or any of its affiliates within twelve (12) months of the date such hiring
or engagement occurs) or solicit or seek to persuade any employee of the Company or any of its
subsidiaries to discontinue such employment, or (B) solicit or encourage any independent contractor
providing services to the Company or any of its subsidiaries to terminate or diminish its
relationship with them.




          (c) Non-Disparagement. During the Restricted Period, Executive agrees not to make any
public statement that is intended to or could reasonably be expected to disparage the Company or
its affiliates or any of their products, services, shareholders, directors, officers or employees.




          (d) Trade Secrets and Intellectual Property.





	 	 i.	 	The Executive hereby agrees that all inventions (whether or not
patentable or reduced to practice), patents, innovations, improvements,
developments, works of authorship, copyrights, materials, documents and all
other intellectual property and work product (including, without limitation,
software, code, databases, systems, applications, methods, designs, analyses,
drawings, reports, presentations, research, textual works, content, artwork,
graphics or audiovisual materials) that relate to the Company or any of its
subsidiaries’ actual or anticipated business, research and development or
existing or future products or services and that are authored, conceived,
invented, designed, developed, made, or otherwise created, or contributed to,
by the Executive while employed by the Company or any of its subsidiaries (as
applicable) (whether before or after the date hereof) (collectively, “Work
Product”) belong to and are the property of the Company and its
subsidiaries, and hereby irrevocably assigns, transfers and conveys, to the
extent permitted by applicable law, all right, title and interest in and to all
Work Product (including, without limitation, all intellectual property rights
therein and thereto on a worldwide basis) (including, without limitation,
rights under patent, copyright, trademark, trade secret, unfair competition and
related laws) to the Company (to the extent all right, title and interest does
not automatically under applicable law vest originally in the Company or one of
its subsidiaries, as applicable), and waives any moral rights therein to
the fullest extent permitted under applicable law. The Executive will
promptly disclose such Work Product to the Company and execute such





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	 	 	 	documents and perform all other actions as may be reasonably requested by
the Company (whether during or after the Executive’s employment with the
Company or its subsidiary (as applicable)) to establish and confirm the
Company or its subsidiary’s ownership of such Work Product (including,
without limitation, assignments, consents, powers of attorney and other
instruments) and to assist the Company and its subsidiaries in validating,
effectuating, maintaining, protecting, enforcing, perfecting, recording,
patenting or registering any of its rights hereunder.
	 
	 	 ii.	 	If required by any applicable law in the United States, the
requirements set forth in Section 11(d) of this Agreement shall not
apply to an invention that the Executive develops entirely on his or her own
time without using the Company’s equipment, supplies, facilities, or trade
secret information except for those inventions that either: (i) relate at the
time of conception or reduction to practice of the invention to the Company’s
or any of its subsidiaries’ business, or actual or demonstrably anticipated
research or development of the Company or any of its subsidiaries; or (ii)
result from any work performed by the Executive for the Company or any of its
subsidiaries.





          (e) Upon the receipt of reasonable notice from the Company (including outside counsel), the
Executive agrees that while employed by the Company and thereafter, the Executive will respond and
provide information with regard to matters in which the Executive has knowledge as a result of the
Executive’s employment with the Company, and will provide reasonable assistance to the Company, its
affiliates and their respective representatives in defense of any claims that may be made against
the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of
any claims that may be made by the Company or its affiliates, to the extent that such claims may
relate to the period of the Executive’s employment with the Company. The Executive agrees to
promptly inform the Company if the Executive becomes aware of any lawsuits involving such claims
that may be filed or threatened against the Company or its affiliates. The Executive also agrees
to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if
the Executive is asked to assist in any investigation of the Company or its affiliates (or their
actions), regardless of whether a lawsuit or other proceeding has then been filed against the
Company or its affiliates with respect to such investigation, and shall not do so unless legally
required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the
Executive in accordance with the Company’s expense reimbursement policy in effect from time to time
for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the
Executive in complying with this Section 11(e).




          (f) In signing this Agreement, Executive gives the Company assurance that Executive has
carefully read and considered all the terms and conditions of this Section 11. Executive
agrees that these restraints are necessary for the reasonable and proper protection of the Company
and its affiliates and their trade secrets and Confidential Information and that each and every one
of the restraints is reasonable in respect to subject matter, length of time and
geographic area, and that these restraints, individually or in the aggregate, will not prevent
Executive from obtaining other suitable employment during the period in which Executive is





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bound by the restraints. Executive acknowledges that each of these covenants has a unique,
very substantial and immeasurable value to the Company and its affiliates, that Executive has
sufficient assets and skills to provide a livelihood while such covenants remain in force and that,
as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages
would be an insufficient remedy for the Company and equitable enforcement of the covenant would be
proper. Executive therefore agrees that the Company, in addition to any other remedies available
to it, will be entitled to preliminary and permanent injunctive relief against any breach by
Executive of any of those covenants, without the necessity of showing actual monetary damages or
the posting of a bond or other security. Executive and the Company further agree that, in the
event that any provision of this Section 11 is determined by any court of competent
jurisdiction to be unenforceable, that provision will be deemed to be modified to permit its
enforcement to the maximum extent permitted by law. Executive further covenants that Executive
will not challenge the reasonableness or enforceability of any of the covenants set forth in this
Section 11. It is also agreed that each of the Company’s affiliates will have the right to
enforce all of Executive’s obligations to that affiliate under this Section 11.




     12. Successors. This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive otherwise than by will or
the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns. The Company may assign the
agreement to any acquirer involved in a transaction that constitutes a Change in Control under
clause (f) of the definition of Change in Control in this Agreement. The Company shall 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.



     13. Miscellaneous.



          (a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware without reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.




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          (b) All notices and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:




If to the Executive (see address on signature page hereto):




If to the Company:




Centennial Communications Corp

3349 Route 138

Wall, NJ 07719

Tel: 732-556-2200

Fax: 732-556-2245

Attn: General Counsel [Chief Executive Officer]



or such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received by the addressee.




          (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.




          (d) The Company may withhold from any amounts payable under this Agreement such Federal, state
or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.




          (e) The Executive’s or the Company’s failure to insist upon strict compliance with any
provision hereof or any other provision of this Agreement or the failure to assert any right the
Executive or the Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.




          (f) The Executive and the Company acknowledge that, except as may otherwise be provided under
any other written agreement between the Executive and the Company, the employment of the Executive
by the Company is “at will” and, prior to the Effective Date, may be terminated by either the
Executive or the Company at any time.




          (g) The Executive and the Company agree that any claim or dispute that may arise between them
relating to this Agreement or the termination of the Executive’s employment with the Company
(including any claim of constructive termination) shall be determined exclusively by final and
binding arbitration. The arbitration proceeding will be conducted at a place selected by the
Company and before a single arbitrator under the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association. The demand for arbitration must be submitted
within one year of the Date of Termination, provided, however,




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that no demand for arbitration may be made until thirty (30) days after a written notice,
stating with particularity the nature of the claim or dispute, has first been forwarded by
certified mail to the opposing party. The arbitration proceeding shall be private and all
information disclosed in the course of the arbitration, as well as the arbitration award, shall be
treated as confidential by the parties. The award of the arbitrator shall be final and binding
upon the Executive and the Company and judgment upon the award rendered may be entered in any court
having jurisdiction. Each of the parties hereto expressly waives any right to trial by jury.




     The claims or disputes that are subject to this arbitration provision include, but are not
limited to, any claim of discriminatory discharge, retaliatory discharge or wrongful discharge
under any state, federal or foreign statute, breach of contract, lost wages, emotional distress,
claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act, as amended, the Americans with Disabilities Act, Executive
Retirement Income Security of 1974, as amended, the Family and Medical Leave Act, the Equal Pay Act
of 1963, claims of unjustified dismissal (Law 80 of May 30, 1976), discrimination on account of
sex, religion, race, age, political ideas, social condition or origin, national origin, disability
or any other reason, any common law claims, including, but not limited to, claims for wrongful
discharge, public policy claims, claims for breach of an express or implied contract, claims for
breach of an implied covenant of good faith and fair dealing, intentional and/or negligent
infliction of emotional distress, defamation or damage to name or reputation, invasion of privacy,
and tortious interference with contract or prospective economic advantage. By agreeing to submit
these claims to arbitration, the Executive is giving up any right to a jury trial or court trial
with regard to these claims or disputes.



     Nothing in this section concerning arbitration shall prevent the Company from seeking
equitable remedies in court for purposes of enforcing the performance of, or enjoining the breach
of, any provisions of Section 11. For this limited purpose, the Executive hereby agrees to
submit to personal jurisdiction in any court in the state in which the Executive was last employed
by Company.



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     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from the Board of Directors, the Company has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.



	 	 	 	 	 
	 	[EXECUTIVE]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Address:

Tel:

Fax: 	 
	 
	 	CENTENNIAL COMMUNICATIONS CORP.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




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APPENDIX A




DEFINITIONS




     1. “Base Salary” means the greater of the Executive’s annual base salary in effect
immediately prior to (a) the Change in Control and (b) the Executive’s Date of Termination.



     2. “Cause” shall mean termination upon:



     (a) The willful and continued failure by Executive to substantially perform Executive’s duties
with the Company (other than any such failure resulting from Executive’s incapacity due to physical
or mental illness) after a written demand for substantial performance is delivered to Executive by
the Board, which demand specifically identifies the manner in which the Board believes that
Executive has not substantially performed Executive’s duties;



     (b) The willful engaging by Executive in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise;



     (c) The repeated or illegal use of alcohol or drugs materially affecting Executive’s
performance; or



     (d) Conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude.



     For purposes of this definition, no act, or failure to act, on Executive’s part shall be
deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without
reasonable belief that the Executive’s action or omission was in the best interest of the Company.
The Executive shall not be deemed to have been terminated for Cause unless and until there shall
have been delivered a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and
held for such purpose (after reasonable notice to the Executive and an opportunity for the
Executive, together with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board the Executive was guilty of conduct set forth above and specifying the
particulars thereof in detail.



     3. “Change in Control” shall mean the first (and only the first) to occur of the
following:



     (a) The acquisition or receipt in any manner, by any person (as defined for purposes of the
Securities Exchange Act of 1934 (the “Exchange Act”) or any group of persons acting in
concert, of direct or indirect beneficial ownership (as defined for purposes of the Exchange Act)
of fifty percent (50%) or more of the combined voting securities ordinarily having the right to
vote for the election of directors of the Company; provided that the following shall not constitute
a Change in Control: (i) any acquisition of securities by the Company or any of its affiliates;
(ii) any acquisition of securities by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its affiliates; or (iii) any acquisition of securities by Welsh
Carson and/or one or more affiliates of Welsh Carson;



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     (b) A change in the constituency of the Board with the result that individuals (the
“Incumbent Directors”) who are members of the Board as of the Effective Date cease for any
reason to constitute at least a majority of the Board; provided that any individual who is elected
to the Board after the Effective Date (other than a director whose initial assumption of office is
in connection with an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) and whose nomination for
election was approved by a majority of the Incumbent Directors shall be considered an Incumbent
Director beginning on the date of his or her election to the Board;



     (c) Consummation of a merger, consolidation or reorganization involving the Company, unless
such merger, consolidation or reorganization results in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or parent thereof) more than
fifty percent (50%) of the total voting power represented by the voting securities of the Company
or such surviving entity or parent thereof immediately after such merger, consolidation, or
reorganization; provided that any such transaction shall not constitute a Change of Control if
after consummation of such transaction, Welsh Carson or an affiliate of Welsh Carson beneficially
owns the greatest percentage of the voting power represented by the voting securities of the
Company or such surviving entity or parent thereof;



     (d) The shareholders of the Company approve a compete liquidation or dissolution of the
Company;



     (e) A sale, exchange or other disposition or transfer of all or substantially all of the
Company’s business or assets, other than pursuant to a spin-off or comparable transaction in which
the transferee is controlled by the Company, its existing stockholders immediately prior to such
transfer or Welsh Carson or an affiliate of Welsh Carson; or



     (f) A sale or disposition to a third party of all or substantially all of either the Company’s
Puerto Rico business or U.S. business will be considered to be a Change of Control with respect to
the Executive if he is then directly assigned to that business (i.e., a sale of the Puerto Rico
business would not be a Change in Control if Executive was then assigned to the Company’s New
Jersey headquarters or to the Company’s U.S. business unless it constituted a sale of all or
substantially all of the Company’s assets under clause (e), above).



Notwithstanding the foregoing, (i) the exclusion of transactions involving Welsh Carson from
the definition of Change in Control shall cease to apply (and shall not apply in the future) when
Welsh Carson no longer owns any equity interest in the Company (ii) and “affiliates of Welsh
Carson” shall not include affiliates who are natural persons.



     4. “Company” shall mean the Company as previously defined, any successor to any of its
businesses and/or assets that assumes or agrees to perform this Agreement, by operation of law or
otherwise.



     5. “Date of Termination” shall mean (a) if the Executive’s employment is terminated by
the Company for Cause, or by the Executive for any reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be, (b) if the Executive’s



15









 







employment is terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of such termination, and
(c) if the Executive’s employment is terminated by reason of Disability, the Date of Termination
shall be the Disability Effective Date.



     6. “Disability” shall mean the absence of the Executive from the Executive’s duties
with the Company for 180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician selected by the
Company or its insurers and acceptable to the Executive or the Executive’s legal representative
(such agreement as to acceptability not to be withheld unreasonably).



     7. “Good Reason” for termination by the Executive of the Executive’s employment shall
mean the occurrence (without the Executive’s express written consent which specifically references
this Agreement), of any one of the following acts by the Company, or failures by the Company to
act, unless, in the case of any act or failure to act described in paragraph (a), (d), (e), (f),
(g) or (h) below, such act or failure to act is corrected within the 20-day cure period referred to
below:



     (a) [the Executive’s title shall have been changed without his consent] [the assignment to the
Executive of any duties significantly inconsistent with the Executive’s status as a senior officer
of the Company] or a substantial adverse alteration in the nature or status of the Executive’s
responsibilities from those in effect immediately prior to the Change in Control other than any
such alteration primarily attributable to the fact that the Company may no longer be a public
company;



     (b) a reduction by the Company in the Executive’s annual base salary or annual target bonus,
in each case, as in effect on the date immediately prior to the Change of Control or as the same
may be increased from time to time;



     (c) the relocation of the Executive’s principal place of employment to a location more than 25
miles from the Executive’s principal place of employment immediately prior to the Change in Control
or the Company’s requiring the Executive to be based anywhere other than such principal place of
employment (or permitted relocation thereof);



     (d) the failure by the Company to pay to the Executive any portion of the Executive’s current
compensation or to pay to the Executive any portion of an installment of deferred compensation
under any deferred compensation program of the Company, within seven (7) days of the date such
compensation is due;



     (e) a reduction in the Executive’s annual grants of long-term compensation awards that results
in a material reduction in the Executive’s opportunity to earn long-term compensation, determined
after taking in to account all long-term incentive awards granted to the Executive in connection
with, or after, the Change in Control;



     (f) the failure by the Company to continue to provide the Executive with benefits
substantially similar to those enjoyed by the Executive under any of the Company’s pension,
savings, life insurance, medical, health and accident, or disability plans in which the Executive
was participating immediately prior to the Change in Control unless an equitable arrangement



16









 







has been made with respect to any material reduction in the value of any such benefit, the
taking of any other action by the Company which would directly or indirectly materially reduce the
value of any of such benefits or deprive the Executive of any material fringe benefit enjoyed by
the Executive at the time of the Change in Control unless an equitable arrangement has been made
with respect to any material reduction in the value of such benefits, or the failure by the Company
to provide the Executive with the number of paid vacation days to which the Executive is entitled
on the basis of years of service with the Company in accordance with the Company’s normal vacation
policy in effect at the time of the Change in Control;



     (g) any purported termination of the Executive’s employment which is not effected pursuant to
a Notice of Termination; or



     (h) any material breach by the Company of any material term of this Agreement.



To terminate for Good Reason, the Executive must give written notice within 60 days of the
occurrence of the event purportedly constituting Good Reason and, to the extent applicable, the
Company shall have 20 days to cure such event. In any event, the Executive’s Date of Termination
must occur within the later of 90 days of the occurrence of the event constituting Good Reason or
30 days after the expiration of any applicable cure period.



     8. “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, any other business entity or a governmental entity (or any department, agency, or
political subdivision thereof).



     9. “Notice of Termination” shall mean a written notice which (a) indicates the
specific termination provision in this Agreement relied upon, (b) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated, and (c) if the Date of Termination
is other than the date of receipt of such notice, specifies the Date of Termination (which, except
in the case of a termination due to a Disability, date shall be not more than fifteen days after
the giving of such notice). The failure by the Executive or the Company to set forth in the Notice
of Termination any fact or circumstances which contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company hereunder or preclude the Executive or
the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s
rights hereunder.



     10. “Severance Multiplier” shall mean [___].



     11. “Target Bonus” means the greater of the Executive’s target annual bonus in effect
immediately prior to (a) the Change in Control and (b) the Executive’s Date of Termination.



     12. “Welsh Carson” shall mean Welsh, Carson, Anderson & Stowe VIII, L.P.




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