Exhibit 10.33

    

    
      Confidential

    

    
      
        

        

      

      
        	
                
                  
                    

                    

                  

                

              	
                
                  www.Frontier.com

                

              


      

      

      

      Personal and Confidential

      

      

      July 17, 2019

      

      

      Mark D. Nielsen

      c/o Frontier Communications Corporation

      401 Merritt 7

      Norwalk, Connecticut 06851

      

      

      
        
          	

                	Re:	
                  Success Bonus

                


        

      

      

      

      Dear Mark:

      

      

      On behalf of Frontier Communications Corporation (the “Company”), I am pleased to offer you the opportunity to receive a success bonus upon the occurrence of certain specified events as set forth below if you agree to the terms and conditions contained in this letter
        agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”).

      

      

      1.          Success Bonus. You will be eligible to receive an amount equal to $1,000,000 (the “Success Bonus”) as follows:  (a) 100% of the
        Success Bonus will vest and become payable upon the occurrence of a “Change in Control” (as defined in the Company’s 2017 Equity Incentive Plan) prior to the Company’s filing of a petition pursuant to Chapter 11 of Title 11 of the United States
        Code (“Chapter 11”), and (b) if no such Change in Control occurs, then (i) 50% of the Success Bonus will vest and become payable upon confirmation of a plan pursuant to Chapter 11, and (ii) 50% of the Success Bonus will vest and become
        payable upon the effective date of a plan pursuant to Chapter 11 (the dates on which the events set forth in clauses (a), (b)(i), and (b)(ii) occur, each, a “Vesting Date”), subject, in each case, to your continued employment with the
        Company through the applicable Vesting Date. Any portion of the Success Bonus that vests and becomes payable will be paid to you in cash in a lump sum within five business days following the applicable Vesting Date. If your employment with the
        Company terminates for any reason, then any unvested portion of the Success Bonus will be forfeited and this Agreement will be of no further force or effect.

      

      

      2.         Withholding Taxes. The Company may withhold from any amounts payable to you hereunder such federal, state, and local taxes as the
        Company determines in its sole discretion may be required to be withheld pursuant to any applicable law or regulation.

      

      

      3.          No Right to Continued Employment. Nothing in this Agreement will confer upon you any right to continued employment with the Company (or
        its subsidiaries or their respective successors) or interfere in any way with the right of the Company (or its subsidiaries or their respective successors) to terminate your employment at any time.

       

      

      
        
          


      

      
      4.         Other Benefits. The Success Bonus (if any) will be a special payment to you and will not be taken into account in computing the amount
        of compensation for purposes of determining any bonus, incentive, pension, retirement, death, or other benefit under any other bonus, incentive, pension, retirement, insurance, or other employee benefit plan of the Company, unless such plan or
        agreement expressly provides otherwise.

      

      

      5.          Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of
        Delaware, without reference to rules relating to conflicts of laws.

      

      

      6.        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
        which taken together shall constitute one and the same instrument.

      

      

      7.         Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to the Success
        Bonus and supersedes any and all prior agreements or understandings between you and the Company with respect to the Success Bonus, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and
        the Company.

      

      

      8.         Section 409A Compliance. The intent of the parties is that the Success Bonus be exempt from the requirements of Section 409A of the
        Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith.

      

      

      [Signature Page Follows]

      

      

      
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          Confidential

        

      

       

      

      This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Success Bonus, please sign, date, and
        return to me one copy of this Agreement. You should make a copy of the executed Agreement for your records.

      

      

      	 	
              Very truly yours,

            
	 	 	 	 
	 	
              FRONTIER COMMUNICATIONS CORPORATION

            
	 	 	 	 
	 	
              By:

            	
              /s/ Daniel J. McCarthy

            
	 	 	
              Name:

            	
              Daniel J. McCarthy

            
	 	 	
              Title:

            	
              President and CEO

            


      

      

      The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Success Bonus, and I hereby confirm my agreement to the same.

      

      

      	 	
              /s/ Mark D. Nielsen

            
	 	
              Mark D. Nielsen

            


      

      

      Date: 7/23/19

       

      

       

      

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