Exhibit 10.11


 


Dear Steven C. Oldham:


 


The Board of Directors of SureWest
Communications (“SureWest”) for and on behalf of SureWest and all of its
subsidiaries and affiliates has recently approved this contract to provide
enhanced severance payments and benefits to you in the event of certain
terminations of employment connected with a change in control of SureWest.  This Agreement (“Agreement”) sets forth your
rights and obligations under the Agreement.


 


Payments and benefits provided by this Agreement are in lieu of and not
in addition to any payments or benefits to which you may be otherwise entitled
under any other severance program. 
Furthermore, this is not a contract of employment and nothing contained
herein shall confer on you any right to be retained, in any position, as an
employee, consultant or officer of SureWest or any of its affiliates (the “Companies”),
and you shall remain an employee-at-will.


 


1.               Definitions.  As used in
this Agreement, the following terms shall have the meanings set forth below:


 


(a)          “Board” means the Board of Directors of SureWest.


 


(b)         “Cause” means your (i) conviction of, or
pleading nolo contendere to, a
felony; (ii) conviction of, or pleading nolo
contendere to any misdemeanor involving the purchase or sale or any
security, mail or wire fraud, theft, embezzlement, moral turpitude or property
of the Companies; (iii) material neglect of, willful misconduct in
connection with, or material breach of, your duties to the Companies as an
employee or officer including, without limitation, your obligations to protect
the confidentiality of material non-public information that you have obtained
in the course of your employment, as well as your material obligations under
The SureWest Code of Conduct, as may be amended from time to time, and (iv) any
material breach or violation of the Companies’ Code of Ethics.


 


(c)          “Change in Control” means the first to occur of any
one of the following events:


 


(i)                                     any “Person,”
as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) (other than (A) any of the Companies, (B) any
trustee or other fiduciary holding securities under an employee benefit plan of
any of the Companies, (C) any entity owned, directly or indirectly, by the
stockholders of SureWest in substantially the same proportions as their
ownership of Voting Securities or (D) any corporation or other entity of
which at least a majority of the combined voting power is owned directly or 


 


1

















 


indirectly by SureWest) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly (not
including any securities acquired directly (or through an underwriter) from
SureWest or the Companies), of 50% or more of SureWest’s then outstanding
securities eligible to vote in the election of the Board (“Voting Securities”);


 


(ii)           the following
individuals cease for any reason to constitute a majority of the number of
directors then serving on the Board: individuals who, on the date hereof, were
members of the Board and any new director (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 SureWest) whose appointment or election by the Board
or nomination for election by SureWest’s stockholders was approved or
recommended by a vote of a majority of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended;


 


(iii)          there is
consummated a merger or consolidation of SureWest with any other corporation or
entity or SureWest issues Voting Securities in connection with a merger or
consolidation of any direct or indirect subsidiary of SureWest with any other
corporation, other than (A) a merger or consolidation that would result in
the stockholders of SureWest immediately prior to such merger or consolidation
continuing to own directly or indirectly immediately after such merger or
consolidation more than 50% of SureWest’s then outstanding Voting Securities or
50% of the combined voting power of the surviving or parent entity in such
merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of SureWest (or similar transaction) in which no
Person, directly or indirectly, acquired 50% or more of SureWest’s then
outstanding Voting Securities (not including any securities acquired directly
(or through an underwriter) from SureWest or the Companies); or


 


(iv)                             the
consummation of a plan of complete liquidation of SureWest or the consummation
of the sale or disposition by SureWest of all or substantially all of SureWest’s
assets to an entity, other than a sale or disposition of all or substantially
all of SureWest’s assets to an entity at least 50% of the combined voting power
of the voting securities of which are owned directly or indirectly by (A) stockholders
of SureWest in substantially the same proportions as their ownership of
SureWest immediately prior to such sale or (B) SureWest.


 


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(d)         “Disability” shall mean a disability that would
qualify as such under SureWest’s long term disability plan applicable to you at
the time of your termination.


 


(e)          “Good Reason” means, without your express consent: (i) material
reduction of your position authority, duties, or responsibilities as they
existed immediately prior to a Change in Control, (ii) material reduction
of your base salary, annual bonus opportunity or long-term incentive
opportunity as they existed immediately prior to a Change in Control, (iii) any
successor corporation or entity’s refusal to expressly assume the obligations
of the Agreement in connection with a Change in Control as required by Section 7
hereof, or (iv) relocation of your primary work location by more than
fifty (50) miles from SureWest’s headquarters. 
Before “Good Reason” has been deemed to have occurred, you must give
SureWest written notice detailing why you believe a Good Reason event has
occurred and such notice must be provided to SureWest within ninety days of the
initial occurrence of such alleged Good Reason event.  SureWest shall then have thirty days after
its receipt of written notice to cure the item cited in the written notice so
that “Good Reason” will have not formally occurred with respect to the event in
question.  This “Good Reason” definition
is intended to comply with Treasury Regulation Section 1.409A-1(n)(2)(i) and
shall be interpreted accordingly.


 


(f)            “Qualifying Termination”
means a termination of your employment (i) by SureWest other than for
Cause or (ii) by you for Good Reason. 
Termination of your employment on account of death, disability or
retirement shall not be  treated as a
Qualifying Termination.  In no event will
a termination of your employment by you for Good Reason constitute a Qualifying
Termination if it occurs more than two years following the initial existence of
a Good Reason event.


 


2.               Payments
Upon Termination of Employment following a Change in Control.  If, within the period beginning (i) on
the approval of a definitive agreement by the Board of Directors of SureWest
(the “Board”), which agreement, if consummated would result in a Change in
Control (ii) the approval by the Board of a transaction or series of
transactions, the consummation of which would result in a Change in Control or (iii) the
public announcement of a tender offer for SureWest’s voting stock, the
completion of which would result in a Change in Control, and ending one (1) year
following a Change in Control, your employment with SureWest terminates
pursuant to a Qualifying Termination, then contingent upon your executing and
not revoking of a release in favor of the Companies substantially in the form
annexed hereto as Exhibit A, you shall be entitled to the following
payments and benefits provided that you execute such release within 45 days
after your Qualifying Termination:


 


(a)          Severance.  On
the first day following expiration of the 7 days period to rescind or revoke
the release attached as Exhibit A following your Qualifying Termination,
SureWest shall pay you a lump sum cash payment equal to three times your annual
salary at the rate in effect on the date of your Qualifying Termination.


 


3

















 


(b)         Incentive Compensation.  Notwithstanding any provision of any SureWest
plan to the contrary, SureWest shall pay you on the first day following expiration
of the 7 day period to rescind or revoke the release attached as Exhibit A
following your Qualifying Termination a lump sum cash payment equal to three
times your most recently established annual incentive target award.  In addition, all of your outstanding options
which have not vested as of the date of your Qualifying Termination shall
become immediately vested and remain exercisable for the longer of the period
provided in the applicable award agreement and plan pursuant to which such
options were granted or ninety (90) days, but in no event beyond the Expiration
Date of such option.  Similarly, any
outstanding restricted stock awards, restricted units, or performance grants,
any outstanding targeted long term incentive, or any grant to which you are
entitled under any program, plan, contract or arrangement in existence at the
time of your Qualifying Termination, shall become immediately vested and
nonforfeitable whether or not earned as of the date of the Qualifying
Termination.  Other than as provided in
this Section 2(b), options and other equity-based awards shall continue to
be subject to the applicable terms of the applicable plan and the agreements
pursuant to which they were granted.


 


(c)          Health and Welfare Benefits.


 


(i)            Provided that
you timely elect continuation coverage (as defined in the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”)) under SureWest’s
medical and dental plans as in effect at the time of your Qualifying
Termination, SureWest shall pay all COBRA premiums for you and your dependents
under such plans (or any successor plans) until the earliest of (x) the
termination of your COBRA termination coverage period or (y) the date you
secure subsequent employment with comparable medical and dental coverage.


 


(ii)           SureWest shall
continue to provide you, for 36 months following your Qualifying Termination,
with the same level of accident (AD&D) and life insurance benefits upon
substantially the same terms and conditions (including contributions required by
you for such benefits) as existed immediately prior to the date of your
Qualifying Termination (or, if more favorable to you, as such benefits and
terms and conditions existed immediately prior to the Change in Control);
provided, however, that these benefits shall only be provided to the extent
that the aggregate amount of taxable premiums that are paid by SureWest on your
behalf do not exceed the limit set forth in Section 402(g)(1)(B) of
the Internal Revenue Code of 1986, as amended (the “Code”) in effect for year
in which your separation from service (as defined in Section 409A of the
Code) occurs.


 


4

















 


(d)         Retirement Benefits. Your vested accrued benefits
under any Retirement Plan shall be distributed in the time, form and manner as
you elect pursuant to the applicable provisions of such plans.


 


(e)          Outplacement Services.  SureWest shall provide you with reasonable
outplacement services suitable to your position for a period of 12 months
following your Qualifying Termination or, if earlier, until your first
acceptance of an offer of employment.


 


(f)            409A Short-Term
Deferral.  The payments described in
Sections 2(a) and (b) are intended to comply with the short-term
deferral exemption under Section 409A of the Code.  Accordingly, in no event shall such payments
be made later than March 15th following the calendar year in which the
Qualifying Termination occurs.


 


3.               Withholding
Taxes.  SureWest may withhold from all
payments or benefits due to you hereunder or under any other plan or
arrangement of the Companies all taxes which, by applicable federal, state,
local or other law, SureWest determines it is required to withhold therefrom.


 


4.               Certain Additional Payments by
the Company.  Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution to you or for your benefit (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 4)
(a “Payment”) would be subject to the excise tax imposed by Section 4999
of the Code (and/or any corresponding provisions of state or local tax laws) or
any interest or penalties with respect to such excise taxes (such excise taxes,
together with any such interest and penalties, are hereinafter collectively
referred to as “Excise Taxes”), then you shall be entitled to receive an
additional payment (a “Tax Restoration Payment”) in an amount such that after
your payment of all income and other taxes (and any interest or penalties
imposed with respect to such taxes) and Excise Taxes imposed upon the Tax
Restoration Payment, you retain an amount of the Tax Restoration Payment equal
to the Excise Taxes imposed upon the Payments. 
Such tax computations shall be performed applying the then highest
marginal tax rates.


 


All
determinations required to be made under this Section 4, including whether
and when a Tax Restoration Payment is required and the amount of such Tax
Restoration Payment shall be made by Ernst & Young LLP or such other
nationally recognized accounting firm as may be designated by you (the “Accounting
Firm).  Such payment shall be fully made
to you upon any determination that there are Excise Taxes owed but in no event
later than the end of the calendar year next following the calendar year in
which you remit the related taxes ; provided, however, that if you are a “specified
employee” (as defined in, and pursuant to, Treas. Reg. Section 1.409A-1(i) or
any successor regulation) on the date of your separation from service
hereunder, the Tax Restoration Payment shall be made to you no earlier than the
date which is six months after the date of such separation (or, if earlier, the
date of your death) to the


 


5

















 


extent
required to avoid adverse tax treatment to you (including, without limitation,
the additional twenty percent (20%) tax for which you would otherwise be liable
under Section 409A(a)(1)(B) in the absence of such deferral).  You and SureWest shall furnish the Accountant
such documentation and documents as the Accountant may reasonably request in
order to make a determination.  SureWest
shall bear all costs that the Accountant may reasonably charge in connection
with performing any calculations contemplated by this Section 4.


 


5.               Covenant
and Conditions.  As a
condition precedent to and in consideration of your receipt of the payments and
benefits set forth above:


 


(a)          You agree to return all property of SureWest.  This includes (i) all documents, data,
materials, details, and copies thereof in any form (electronic or hard copy)
that are the property of SureWest or were created using SureWest resources or
during any hours worked for SureWest including, without limitation, any data
referred to in Section (e) and (ii) all other property of
SureWest including, without limitation, all computer equipment, and associated
passwords, property passes, keys, hardware keys, credit cards, and identification
badges.


 


(b)         You agree that you shall not directly recruit or
solicit any current employee of SureWest to leave the employ of SureWest for
one year following the date of your Qualifying Termination.  The term “directly” as used in this Section 5(b) shall
mean that you shall not initiate such discussions with a then current employee
of the Companies.


 


(c)          You agree to cooperate with SureWest and to provide
all information that SureWest may hereafter reasonably request with respect to
any matter involving your present or former relationship with SureWest, the
work you have performed, or present or former employees of SureWest so long as
such requests do not unreasonably interfere with any other job or important
personal activity in which you are engaged. 
SureWest agrees to reimburse you for all reasonable out-of-pocket costs
you incur in connection therewith.


 


(d)         You agree that, with regard to all confidential
technical, business, tax, financial or proprietary knowledge and information
you may have obtained while employed by SureWest (“Proprietary Information”),
you will not at any time disclose any such Proprietary Information to any
person, firm, corporation, association, governmental agency, employee, or
entity or use any such Proprietary Information for your own benefit or for the
benefit of any other person, firm, corporation, or other entity, except
SureWest and except as may be required by court order or subpoena.  You agree to notify the SureWest Office of
General Counsel at the address noted above as soon as practicable after your
receipt of such a court order or subpoena. 
For purposes of this Agreement, the term “Proprietary Information” does
not include information that is the public domain. For purposes of this
Agreement, the term “Proprietary Information” shall include,


 


6

















 


but
not be limited to, non-public aspects of all information about or relating to
SureWest which:


 


(i)            relates to
specific matters such as trade secrets, pricing and advertising techniques or
strategies, research and development activities, software development, market
development, exchange registration, SureWest’s costs, expenses, human resources
or other employment issues, matters relating to pending litigation, any matters
pertaining to pending, past or future mergers, studies, market penetration
plans, listing retention plans and strategies, marketing plans and strategies,
financial information, communication and/or public relations products, plans,
programs, and strategies, financial formulas and methods relating to SureWest’s
business, computer software programs, accounting policies and practices, tax
information, information from and about tax returns, tax strategies, policies
and methods, and all strategic plans or other matters, strategies, and
financial or operating information pertaining to clients, lenders, customers,
counsel, or transactions as they may exist from time to time which you may have
acquired or obtained directly or indirectly by virtue or your employment with
SureWest; and/or,


 


(ii)           is known to you
from your confidential employment relationship with  SureWest.


 


The information described above shall be
presumed to constitute “Proprietary Information,” except to the extent that the
same information: (i) was known to you prior to your employment with
SureWest as evidenced by written records in your possession prior to such
disclosure; (ii) was lawfully disclosed to you following the end of your
employment with SureWest by a third party under no obligation of
confidentiality; or (iii) is generally known and available to all persons
in the securities industry.


 


(e)          You agree that you shall not
issue, circulate, publish or utter any false or disparaging, statement,
remarks, opinions or rumors about SureWest or its shareholders unless giving
truthful testimony under subpoena or court order.  Notwithstanding the preceding or any other
provision of this Agreement to the contrary, you may provide truthful
information to any government agency or self-regulatory organization with or
without subpoena or court order.


 


(f)            You agree to cancel,
terminate and rescind any previous contract or agreement which provides for any
benefits on a Change in Control and that your execution of this Agreement shall
effectuate a termination, cancellation and rescinding of such agreement.


 


6.               Breach of
Agreement.  If you
materially breach or threaten to materially breach this Agreement, including
but not limited to your obligations in Section 5 above and/or commence a
suit or action or complaint in contravention of the release attached as


 


7

















 


Exhibit A, you acknowledge that SureWest’s
obligation to make the payments and/or provide the benefits referred to above
shall immediately cease, and that SureWest shall have, in addition to all other
rights or remedies provided in law or in equity by reason of your material
breach, the right to seek the return of all payments and benefits paid pursuant
to this Agreement unless prohibited by applicable law or regulation.  You specifically agree and acknowledge that
SureWest, after affording you reasonable, written notice of the material breach
or threatened material breach of this Agreement and of the reasonable opportunity
to cure, has the right to cease performing their obligations under this
Agreement in advance of any determination of material breach by a court of
competent jurisdiction.  If SureWest
ceases performing its obligations due to such material breach or threatened
material breach and a court of competent jurisdiction later determines that
such action was without right, SureWest agrees to promptly pay you all monies
thus withheld plus simple interest at the prime rate in effect at the time the
payments ceased and your reasonable costs and expenses incurred in such action
(including attorney fees).  If SureWest
ceases performing their obligations due to such material breach or threatened
material breach and a court of competent jurisdiction later determines that a
breach occurred and that such action was thus appropriate and permitted under
this Agreement, you agree to pay, in addition to such other costs as court may
direct, all of SureWest’s reasonable costs and expenses, including attorney’s
fees, unless prohibited by applicable law or regulation.


 


7.               Binding
Agreement; Successors. 
SureWest 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 SureWest, by written agreement to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that SureWest would be required to perform it if no such succession had
taken place.  This Agreement shall inure
to the benefit of and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributes, devisees and
legatees.  If you die while any amounts
would be payable to you hereunder had you continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to such person or persons appointed in writing by you to receive
such amounts or, if no person is so appointed, to your estate.


 


8.               Governing
Law and Miscellaneous.  The
law of the State of California shall govern this Agreement without given effect
to its conflict of law principles. 
Should a court of competent jurisdiction find that any provision of this
Agreement is void, voidable, illegal, or unenforceable, no other provision
shall be affected thereby and the balance shall be interpreted in a manner that
gives effect to the intent of the parties. 
The parties agree that the normal rule of construction that holds
that all ambiguities are construed against the drafting party will not apply to
the interpretation of this Agreement. 
You and SureWest acknowledge that this, along with the release attached
as Exhibit A, and any award agreements you entered into under the Equity
Plan, is our entire agreement.  We
further acknowledge that the headings in this


 


8

















 


Agreement are for
convenience only and have no bearing on the meaning of this Agreement.


 


	
  9.

  	
  Section 409A. This
  Agreement is intended to comply with the applicable requirements of
  Section 409A and shall be limited, construed and interpreted in a manner
  so as to comply therewith. Notwithstanding the foregoing, SureWest agrees to
  consent to any amendments that are reasonably necessary or advisable to
  comply with Section 409A or an exemption therefrom.

  



 


	
  10.

  	
  Term. This
  agreement shall terminate three years after the date of execution except on
  occurrence of a Change in Control or an event described in Section 2
  above, in which event, the Agreement shall expire on the later of
  (i) three years; (2) termination of an event described in
  Section 2 which, if consummated, would result in a Change in Control or;
  (iii) one year following a Change in Control.

  



 


Please sign and date this Agreement and return the signed copy to Darla
Yetter.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/ Kirk C. Doyle

  	
   

  	
   

  
	
  Kirk C. Doyle

  	
   

  
	
   

  	
   

  
	
  Agreed and Acknowledged:

  	
   

  
	
   

  	
   

  
	
  /s/ Steven C. Oldhamn

  	
  2/7/2008

  	
   

  	
   

  
	
  Steven C. Oldham

  	
  Date

  	
   

  
				



 


9

















 


EXHIBIT A


 


GENERAL
RELEASE AND COVENANT NOT TO SUE


 


Reference is made to that certain Change in
Control Agreement (the “CIC Agreement”) entered into as of                               ,
by and between SureWest and you (“Employee”). 
Capitalized terms not defined herein shall have the meaning ascribed to
such terms in the CIC Agreement.


 


FOR GOOD
AND VALUABLE CONSIDERATION, as set forth in the CIC
Agreement (which is incorporated herein by reference as if set forth fully
herein and made a part hereof), the receipt, sufficiency and adequacy of which
is hereby acknowledged by Employee’s signature below, Employee agrees as
follows:


 


1.             Acknowledgement and Release.  Employee on behalf of Employee and Employee’s
heirs, successors and assigns, hereby fully and completely releases and waives
any and all claims, complaints, causes of action or demands of whatever kind
which Employee has or may have against SureWest (the “Company”) its
predecessors, successors, current and former parent entities, owners,
shareholders, subsidiaries and affiliates and all officers, employees, board
members and agents of those persons and companies (the “Released Parties”),
arising out of any employment or other matters between Employee and the Company
and/or its subsidiaries or affiliates occurring prior to Employee’s execution
of this release (“Release”) other than claims Employee may have (i) under
the CIC Agreement by and between Employee and the Company, dated [DATE], (ii) under
any other written agreement between Employee and the Company and/or its
subsidiaries or affiliates or (iii) claims for vested benefits accrued
under any employee benefit plan of the Company or its subsidiaries or
affiliates.  Notwithstanding anything
herein to the contrary, Employee does not release and discharge the Company
from any claims, rights, demands, actions, obligations and causes of action
arising from or in any way connected with Employee’s rights to receive
indemnification from the Company and/or its subsidiaries or affiliates, whether
pursuant to applicable law or contract, for acts, events, or omissions arising
during the term of Employee’s employment or service with the Company.


 


Employee understands and agrees that this
Release is a full and complete waiver of all claims including, without
limitation, claims to attorneys’ fees and costs, claims of wrongful discharge,
constructive discharge, breach of contract, breach of the covenant of good
faith and fair dealing, harassment, retaliation, discrimination, violation of
public policy, defamation, invasion of privacy, interference with a leave of
absence, personal injury or emotional distress and claims under Title VII of
the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act
of 1963, the Americans With Disabilities Act, the Civil Rights Act of 1866, the
Age Discrimination in Employment Act of 1967 (ADEA), as amended by Older
Workers Benefit Protection Act of 1990, the California Labor Code, the
California Fair Employment and Housing Act, the California Family Rights Act,
the Family Medical Leave Act, the Employee Retirement Income Security Act of
1974, the National Labor Relations Act or any other federal or state law 


 


10

















 


or regulation relating to employment or employment discrimination.  Employee further understands and agrees that
this waiver includes all claims, known and unknown, to the greatest extent
permitted by applicable law.


 


Employee also hereby agrees that nothing contained in
this Release shall constitute or be treated as an admission of liability or
wrongdoing by the parties.


 


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


 


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


 


	
  2.

  	
  Covenant Not to Sue.

  	
   

  



 


(a)           To
the fullest extent permitted 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 Employee pursue or prosecute (or cause or knowingly permit the
pursuit or prosecution of) any claim released under this Release (a “Released
Claim”) in (1) any state, federal or foreign court, (2) any local,
state, federal or foreign administrative agency, or (3) any other
tribunal.


 


(b)           Section 2(a) shall not
prohibit Employee from filing a charge or complaint with the Equal Employment
Opportunity Commission (“EEOC”) or Department of Fair Employment and Housing
(DFEH) or participating in an investigation or proceeding conducted by the EEOC
or DFEH.  However, Employee understands
and agrees that while Employee may participate in such an investigation or proceeding,
Employee is waiving his right to recover in any such action Employee might
commence or that may be commenced on Employee’s behalf before the EEOC or DFEH.


 


(c)           Section 2(a) shall not
prohibit Employee from challenging whether any Released Claim covered by the
Age Discrimination in Employment Act of 1967 as amended by the Older Workers
Benefit Protection Act of 1990 was effectively released in accordance with the
requirements of such laws.  However,
Employee understands and agrees that while Employee may challenge the validity
of such release, unless such release is found to be invalid, Employee is
waiving her right to recover with respect to all Released Claims (including
those covered by the Age Discrimination in Employment Act of 1967 as amended by
the Older Workers Benefit Protection Act of 1990) under this Release.


 


(d)           If Employee breaches the provisions
of Section 2(a), Employee will pay for all costs incurred by the Released
Parties, including reasonable attorneys’ fees, in defending against such claim.


 


11

















 


	
  3.

  	
  Other Provisions.

  	
   

  



 


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


 


(b)           This
Release constitutes the entire agreement between Employee and the Company with
regard to the subject matter of this Release. 
It supersedes any other agreements, representations or understandings,
whether oral or written and whether express or implied, which relate to the
subject matter of this Release.  Employee
and the Company understand and agree that this Release may be modified only in
a written document signed by Employee and an authorized officer of the Company.


 


(c)           Employee
understands that Employee has the right to consult with an attorney before
signing this Release.  Employee also
understands that, as provided under 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 and consider 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 a period of seven days after Employee signs it and
that this Release will not become effective for seven days after Employee signs
it (and then only if Employee does not revoke it).  In order to revoke this Release, within seven
days after Employee executes this Release, Employee must deliver to the Company
a letter stating that Employee is revoking it, in which case it will have no
effect.


 


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


 


12

















 


(e)           Employee
states that before signing this Release, Employee:


 


	
  ·

  	
  Has read it,

  
	
   

  	
   

  
	
  ·

  	
  Understands it,

  
	
   

  	
   

  
	
  ·

  	
  Knows that he or she is giving up important rights,

  
	
   

  	
   

  
	
  ·

  	
  Is aware of his
  or her right to consult an attorney before signing it,and

  
	
   

  	
   

  
	
  ·

  	
  Has signed it knowingly and voluntarily.

  



 


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven C. Oldhamn

  
	
   

  	
  Steven C. Oldham

  
	
   

  	
   

  
	
   

  	
  Date:

  	
     2/7/2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUREWEST COMMUNICATIONS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


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