Exhibit 10.23


 


 


[FairPoint Communications,
Inc. Letterhead]


 


 


October 25, 2004


 


 


 


Ms. Valeri Marks


241 Grant Avenue


Newton, Massachusetts 02459


 


 


Dear Valeri:


 


Congratulations on your appointment as President of
FairPoint Communications, Inc. (the “Company”).


 


As a member of the Company’s
senior management team, you are entitled to certain severance benefits should
your employment be terminated by the Company without cause, all as set forth on
Exhibit A attached hereto.


 


Sincerely,


 


/s/
Gene Johnson


 


Gene
Johnson


 


/bcs


Encl.


 

















 


EXHIBIT A  —  VALERI MARKS OCTOBER 25, 2004 LETTER


Obligations
of the Company upon Termination.


 


(a)                                  For Cause or
Upon Employee’s Voluntary Resignation.  If FairPoint Communications, Inc. (the “Company”) shall terminate
Valeri Marks (the “Executive”) for Cause, or the Executive shall voluntarily
resign her employment, the Executive shall not be entitled to any benefits
pursuant to this letter agreement.


 


(b)                                 Without Cause.  In the event that the Executive’s employment
is terminated by the Company without Cause, the Executive shall be entitled to
receive in a lump sum payment from the Company an amount equal to one times the
Executive’s Annual Base Salary as of the date of termination plus all accrued
and unpaid base salary and benefits as of the date of termination.  In addition, the Company shall maintain the
Executive’s (and her family, as applicable) long term disability and medical
benefits for a period of twelve (12) months following the date of termination.


 


Severability.  If any provision of this agreement is held
to be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable, this agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this agreement, and the remaining provisions of this
agreement shall remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its severance from this
agreement.


 


For purposes of this
agreement, “Cause” shall mean (a) misappropriating any funds or any material
property of the Company; (b) obtaining or attempting to obtain any material
personal profit from any transaction in which the Executive has an interest
which is adverse to the interest of the Company unless the Company shall first
give its consent to such transaction; (c)(i) the willful taking of actions
which directly impair the Executive’s ability to perform the duties required by
the terms of her employment; or (ii) taking any action detrimental to the
Company’s goodwill or damaging to the Company’s relationships with its
customers, suppliers or employees; provided that such neglect or refusal,
action or breach shall have continued for a period of twenty (20) days following
written notice thereof; (d) being convicted of or pleading nolo contendere
to any crime or offense constituting a felony under applicable law or any crime
or offense involving fraud or moral turpitude; or (e) any material intentional
failure to comply with applicable laws or governmental regulations within the
scope of Executive’s employment.  For
purposes of the Agreement, “without Cause” shall mean a termination by the
Company of the Executive’s employment for any reason other than a termination
based upon Cause, death or disability, as well as a voluntary resignation by
the Executive following (i) a


 


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material diminishment of her
duties, responsibilities and authority, (ii) a reduction in her base compensation
or bonus opportunity, or (iii) a relocation of the Company’s headquarters more
than thirty (30) miles from its current location.


 


Sincerely,


 


 /s/ Eugene Johnson


 


Eugene Johnson


Chief Executive Officer


 


Offer understood and
accepted by


 


	
  /s/ Valeri Marks

  	
  October 25, 2004

  	
   

  
	
  Signature

  	
  Date

  	
   

  



 


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