Exhibit 10.1


 


	
  

  	
  Atlantic
  Tele-Network, Inc.



  600
  Cummings Center

  Beverly,
  MA 01915

  Tel:
  (978) 619-1300

  Fax:
  (978) 922-0079

  



 


Michael
T. Prior


Chief
Executive Officer


 


May 27, 2010


 


Leonard
Q. Slap


Belmont,
MA


 


Dear
Lee:


 


I
am delighted to offer you a position as Senior Vice President and General
Counsel of Atlantic Tele-Network, Inc. (“ATN”).    You
will report to the Chief Executive Officer.  
You will have all typical duties of a company general counsel, including
corporate governance, litigation and overall legal strategy, managing of legal
expenses and you are also expected to be involved with our strategic
transactions and financings.


 


This
position is based in our corporate headquarters, soon to be located in Beverly
Massachusetts.


 


Your
initial base salary will be $225,000 per year, payable bi-weekly.  You will be eligible for an annual cash
performance bonus at a target maximum level 40% of your base salary (pro-rated
in the first year).  The bonus will be
entirely discretionary and not earned until paid.


 


In
addition, subject to approval of the ATN board at its June 2010 meeting, you
will also receive an initial grant of ATN common stock options and/or
restricted stock.  As discussed, I expect
to recommend numbers consistent with other senior hires and that there would be
a mix of restricted stock and options.   Any
equity grant also will be subject to vesting and other customary restrictions
and terms.  Our options typically vest at
the rate of 25% a year for four years, although the compensation committee has
considered “cliffs” recently, which might mean the first vesting is 50% after
two years.   The underlying shares are
registered on the NASDAQ Global market.


 

















 


ATN has a history of providing very good benefits,
including health, dental and 401(k) programs and you will generally be
eligible to participate in all of those programs and benefits.  I believe you have already had a conversation
with Justin outlining the current details of those benefit plans.


 


Vacation would be four weeks, but we have a “personal
time off” plan which would mean the PTO days will be more than 20 and I believe
you also have been given that information. 
The PTO approach means that whether you are out for illness, personal
day or vacation it is all treated the same.


 


This
offer assumes you can start employment in May.  
Let’s discuss once you have thought through it further.


 


If
you accept this offer, you will be an employee-at-will, which means that each
of you and the Company are free to terminate the employment relationship at any
time with or without cause.  None of the
Company’s current employees or executives have employment agreements, excluding
officers of certain subsidiaries.


 


By
joining the Company you are agreeing not to engage in any competitive work
during your employment or within six months after leaving its employment,
voluntarily or involuntarily.  For the
purposes of this document, competitive work is defined as performing work for,
or directly benefiting, competitors of the Company or any of our subsidiaries
or affiliates.  You will also be expected
to sign a basic employee confidentiality agreement.  The equity plans have further non-competition
requirements.


 


I
very much look forward to having you join the ATN team.  I am excited about the opportunities and
believe that you will be a major contributor to the company’s success.  Please call me with any questions.


 


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Michael T. Prior

  	
   

  	
   

  
	
  Michael
  T. Prior

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Leonard Q. Slap

  	
   

  	
  May 27,
  2010

  
	
  Leonard
  Q. Slap

  	
   

  	
  Date

  



 


2