exhibit10-22.htm


    Exhibit 10.22

    


    May 27,
2009

    


    Robert
Larson

    7 Titus
Place

    Ridgefield,
CT 06877

    


    Dear
Rob:

    


    Pursuant to Paragraph 1 of the Amended
Employment Agreement between you and Frontier Communications Corporation (the
“Company”) dated December 24, 2008 (the “Agreement”), this letter shall serve as
notice to you that the Company has elected not to renew the
Agreement.  Therefore, effective September 1, 2009, the Agreement will
expire pursuant to its terms.  The Company believes that non-renewal
of your agreement is consistent with its general philosophy not to provide
employment agreements to its executives, other than the CEO and, on limited
terms, to members of the Senior Leadership Team.

    


    Although the Company has chosen not to
renew the Agreement, and the terms of the Agreement will no longer be in effect
as of September 1, 2009, we would like to confirm your “at-will” employment
pursuant to the terms and conditions previously discussed with you by Don
Shassian, the Company’s Executive Vice-President and Chief Financial Officer,
and as set forth below (the “Offer Letter”).  The terms and conditions
set forth in this Offer Letter will become effective September 1,
2009.

    


    1.      Title and
Responsibilities.

    


    You will
hold the position of Senior Vice President and Chief Accounting Officer of the
Company and your duties and responsibilities will be commensurate with this
title as determined by the Company in its sole and exclusive
discretion.  You will report directly to the Executive Vice-President
and Chief Financial Officer.

    


    2.      Compensation.

    


    a.         Your
annual salary will be $189,300, less all applicable withholdings and deductions,
to be paid on a bi-monthly basis.  Your base salary will be subject to
annual review by the Compensation Committee of the Board of
Directors.  As you know the Company has enacted a furlough program
beginning April 1, 2009 due to the economic recession.  While the
furlough program is in effect, your base salary will be reduced by
6.15%.  The Company expects to discontinue this furlough program at
the end of 2009.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    b.         You
will be eligible to participate in the Frontier Bonus Plan (“Bonus Plan”) with
an annual target cash incentive of 60%.  Incentive compensation under
the Bonus Plan is discretionary and, subject to approval of the Compensation
Committee, may be earned based upon achieving the goals set forth in the Bonus
Plan and your individual performance.  Incentive awards are issued at
the Company’s discretion and on an annual basis.  The Company reserves
the right to implement or discontinue the Bonus Plan at its own
discretion.  Eligibility for any given plan does not guarantee
participation.

    


    c.         You
will be eligible to receive an annual restricted stock target award with a fair
market value on the date of grant in the range of $121,875 - $162,500 (subject
to approval by the Compensation Committee of the Board of Directors) in
accordance with the Company’s current equity incentive plan.  This
amount is consistent with the range for other Senior Vice Presidents who are not
members of the Senior Leadership Team.  Those shares of restricted
stock, as well as the shares of restricted stock and options to purchase common
stock already held by you will be subject to the annual vesting schedule set
forth in the applicable agreement pursuant to which they were granted and to the
other terms set forth in those agreements and the applicable equity incentive
plan pursuant to which they were issued.

    


    3.      Benefits.

    


    You will
be eligible to participate in such other Company benefit plans as are generally
available to other exempt employees of the Company.

    


    4.      At-Will
Employment.

    


    As of
September 1, 2009, your employment with the Company will be
at-will.  Either you or the Company may terminate your employment at
any time, for any reason.  As such, this Offer Letter is not an
express or implied contract, or promise or guarantee of employment.

    


    Your
employment will also be subject to the conditions set forth in the Company’s
Code of Conduct as well as your compliance with all other Company policies, the
terms of which may change from time to time and are incorporated herein, and
your compliance with all applicable Federal, State and local
laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    5.      Governing
Law.

    


    This
Offer Letter shall be governed by and constructed in accordance with the laws of
the State of Connecticut, without regard to conflicts of laws principles
thereof.

    


    


    
      	 
      	
              Sincerely,

            
	 
      	 
      
	 
      	
              /s/
      Cecilia K. McKenney

            
	 
      	
              Cecilia
      K. McKenney

            
	 
      	
              Executive
      Vice President, HR & Call Center

            
	 
      	
              Sales
      & Service

            
	 
      	 
      


    

    


    


    Cc:
Daniel Schwartz, Esq.