Offer of Employment Letter, dated June 7, 2019, between Frontier and Sheldon L. Bruha

Exhibit 10.1

June 7, 2019

RE: Sheldon L. Bruha



Dear Sheldon,



On behalf of the Board of Directors of Frontier Communications Corporation (the “Company”), I am pleased to confirm the terms of your promotion effective June 3, 2019 to the position of Executive Vice President, Chief Financial Officer, continuing to report to Dan McCarthy, EVP, President and Chief Executive Officer.  

Your executive compensation program includes four principle components:















As part of this promotion, you will also be awarded a one-time grant of 100,000 restricted shares of stock, on June 6, 2019.  Restricted shares of common stock will vest in three equal annual installments (33.3% per year), commencing one year from the date of grant subject to continued employment and all other provisions of the grant agreement.



Your original Non-Disclosure Agreement dated November 27, 2017 continues to apply.



As a member of our Senior Leadership Team (SLT), you are also eligible to receive severance in the case of involuntary termination not for cause or voluntary termination for good reason in the amount and form as the other members of the SLT and as shown in Exhibit 2.



Frontier reserves the right to implement or discontinue executive compensation plans at its own discretion. Eligibility for any given plan does not guarantee award values since Frontier’s Executive Compensation Program is based on performance of Frontier and the executive. Further, awards are subject to the terms and conditions of Frontier’s compensation plans.



This offer is not an express or implied contract, promise or guarantee of employment, of any particular position, or of any particular term or condition of employment. Your employment by Frontier is at will and is subject to the conditions set forth in Frontier’s Code of Conduct as well as all other Frontier policies and plans and applicable Federal, State and local laws.

Congratulations on your promotion.    To acknowledge your acceptance of this offer, please sign the bottom of this offer letter and email a scanned copy back to the Compensation team.  Please return the original signed offer letter as soon as convenient.



Sincerely,

Elisa Bannon-Jones

EVP, Chief Human Resources Officer

Frontier Communications Corporation







Acceptance of Offer

By signing below, I hereby agree to the provisions of this letter.  I understand that I will continue to be an at-will employee and I will not have a contract of employment with the Company for a specified period of time.  I further agree to abide by policies and procedures established by the Company.  I understand and agree that my signature below represents that I understand the terms outlined above and attached in Exhibits 1 and 2 and also signifies my willingness to abide by said terms both during and after my employment as may be applicable.  Additionally, by signing below, I hereby represent that I am not subject to any contractual restriction(s) with any current or former employer, or any other entity, that would prevent me from accepting this offer of employment without actual or possible breach of such contractual restriction(s).







/s/ Sheldon L. Bruha_____________________ _June 7, 2019________________

Sheldon L. BruhaDate

Exhibit 1



Recapture Agreement 

2019 Frontier Bonus Plan (FBP), Performance Retention Award (PRA) and

Retention Award



This agreement is made as of June 6, 2019 (“Date of Award”) between Frontier Communications Corporation, a Delaware corporation (the “Company”) and Sheldon L. Bruha (the “Grantee”). The Company and the Grantee agree as follows:













“Misconduct” means any of the following, as determined by the Committee in good faith: (i) violating any agreement between the Company and the Grantee, including but not limited to a violation relating to the disclosure of confidential information or trade secrets, the solicitation of employees, customers, suppliers, licensors or contractors, or the performance of competitive services; (ii) competing with the company by working for, managing, operating, controlling or participating in the ownership, operation or control of, any company or entity which provides telephone, Internet or video products or services, (iii) violating the Company’s Code of Business Conduct and Ethics; (iv) making, or causing or attempting to cause any other person to make, any statement (whether written, oral or electronic), or conveying any information about the Company which is disparaging or which in any way reflects negatively upon the Company, unless required by law or pursuant to a Company policy; (v) improperly disclosing or otherwise misusing any confidential information regarding the Company; (vi) unlawful trading in the Company’s securities or of another company based on information gained as a result of the Grantee’s employment or other relationship with the Company; (vii) engaging in any act which is considered to be contrary to the best interests of the Company, including but not limited to recruiting or soliciting employees of the Company; or (viii) commission of a felony or other serious crime; or (ix) engaging in any activity which constitutes gross misconduct including, but not limited to, sexual harassment.







Acceptance

By signing below, I hereby agree to the provisions of this agreement.  I understand that I will not have a contract of employment with the Company for a specific period of time.  I further agree to abide by the policies and procedures established by the Company.







_____________________________ ___________________

Sheldon L. BruhaDate 

Exhibit 2

Severance Agreement



June __, 2019

Sheldon L. Bruha

Chief Financial Officer

Frontier Communication Corporation

Dear Sheldon:

Frontier Communications Corporation has implemented a new severance arrangement reflecting changes in our compensation programs over the past few years.  As further detailed below, the severance arrangement that is reflected in this letter agreement (“Agreement”) fully replaces any previous severance arrangements you may have with the Company.

Upon your termination of employment with the Company, the Company will provide you with severance benefits pursuant to this agreement.

Your employment with the Company may be terminated by you or the Company for any reason upon 60 days advance notice (30 days advance notice in the event you resign for “Good Reason” or “CIC Good Reason” as defined below).

For each termination scenario below, you will be entitled to receive: (i) your base salary through the date of termination, (ii) any cash incentive earned for a previously completed performance period that has not yet been paid as of the date of termination, (iii) your accrued but unpaid vacation, and (iv) an amount equal to 3 months of medical coverage with the same subsidy you are receiving as an active employee.  Other key elements are shown below, with detail regarding payment provided later in this Agreement.











If you resign your employment without Good Reason or CIC Good Reason or the Company terminates your employment for Cause, you will be entitled to receive only the following: (i) your base salary through the date of termination, (ii) any annual cash incentive earned for a previously completed performance period that has not yet been paid as of the date of termination, and (iii) your accrued but unpaid vacation.  The Company shall not be obligated to provide any advance notice to you in the event it terminates your employment for Cause.

Indemnification 

While employed pursuant to this agreement (and subsequently with respect to the period during which you were so employed), you shall be indemnified by the Company to the fullest extent permitted by its charter, by-laws or the terms of any insurance or other indemnity policy applicable to officers or directors of the Company (including any rights to advances or reimbursement of legal fees thereunder, but excluding indemnification for any violation of the Company’s code of conduct or Security and Exchange Commission requirements if it is a material violation, or if applicable law bars indemnification without regard to materiality).   The Company's obligation under this paragraph shall survive any termination of your employment or this Agreement.

Non-Competition/Non-Solicitation/Non-Disparagement 

You acknowledge and recognize the highly competitive nature of the businesses of the Company and its affiliates and accordingly agree that, while employed by the Company and for a period of one year following any termination of your employment with the Company (the “Restricted Period”), you will not, whether on your own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”),







You shall not at any time issue any press release or make any public statement about the Company or any director, officer, employee, successor, parent, subsidiary or agent or representative of, or attorney to the Company (any of the foregoing, a “Company Affiliate”) regarding (i) any of the foregoing’s financial status, business, services, business methods,

compliance with laws, or ethics or otherwise, or (ii) regarding Company personnel, directors, officers, employees, attorneys, agents, that, in either case, is intended or reasonably likely to disparage the Company or any Company Affiliate, or otherwise degrade any Company Affiliate’s reputation in the business, industry or legal community in which any such Company Affiliate operates, and the Company shall not at any time (either by official Company action or through a director of the Company or an executive who is a senior vice president or above) issue any press release or make any public statement about you or your spouse that is intended or reasonably likely to disparage your reputation in the business, industry or legal community or otherwise degrade you or your spouse’s reputation or standing in their community; provided, that, you and the Company shall be permitted to (a) make any statement that is required by applicable securities or other laws to be included in a filing or disclosure document, subject to prior notice to the other thereof, and (b) defend your or itself against any statement made by the other party (including those made by any Company Affiliate or by any person affiliated with you or your spouse) that is intended or reasonably likely to disparage or otherwise degrade that party’s reputation, but only if there is a reasonable belief that the statements made in such defense are not false statements, (c) while employed as an officer of the Company, make any statement that you determine in good faith is necessary or appropriate to the discharge of your duties as an officer of the Company, and (d) provide truthful testimony in any legal proceeding.

It is expressly understood and agreed that although you and the Company consider the restrictions contained in this Agreement to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against you, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

You acknowledge and agree that the remedies at law for a breach or threatened breach of any of the provisions of this Agreement that appear under the “Non-Competition/Non-Solicitation/Non-Disparagement” heading above would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach.  In recognition of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In addition, in the event of an alleged breach of this section by the Company, you shall not be required to post a bond in order to seek equitable relief or any other equitable remedy.

The foregoing provisions of this Agreement under the “Non-Competition/Non-Solicitation/Non-Disparagement” heading above will survive the termination of your employment with the Company for any reason.

Arbitration

Except for the rights to seek specific performance provided above, any other dispute arising out of or asserting breach of this Agreement, or any statutory or common law claim by you relating to your employment under this Agreement or the termination thereof (including any tort or discrimination claim), shall be exclusively resolved by binding statutory arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association. Such arbitration process shall take place in Connecticut. A court of competent jurisdiction may enter judgment upon the arbitrator's award. All costs and expenses of arbitration (including fees and disbursements of counsel) shall be borne by the respective party incurring such costs and expenses, unless the arbitrator shall award costs and expenses to the prevailing party in such arbitration.





Amendment 

The Committee may amend any term or provision of this Agreement with 12 months’ advance notice to you. This amendment right allows the Committee to ensure that your overall compensation, the current mix and weighting of compensation components, and the other terms of your employment are adjusted to reflect all of the relevant factors. These factors include, for example, changes in peer group practices, changes in institutional shareholder expectations, other external factors, and developments at the Company.  In addition, the Committee shall also have the right to amend any term or provision of this Agreement, with less than 12-months’ notice, to the extent that the Committee determines that the change is required by applicable law and that the time when the change is required does not permit 12 months’ notice.  In

this case, the Committee will act reasonably, to the extent possible, to minimize the change and to hold you harmless in the aggregate.  In the event that it is necessary to materially reduce compensation on a Company-wide basis, the Committee is entitled to reduce your compensation on the same basis as compensation is reduced for other senior executives, with less than 12-months’ notice.

Governing Law    

This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflicts of laws principles thereof.

Entire Agreement and Successors 

This Agreement contains the entire understanding of the parties with respect to your potential severance benefits from the Company.  There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein.  In addition, this Agreement supersedes entirely any previous severance arrangements between you and the Company.  Further, you expressly acknowledge and agree that this supersession applies without condition, including (without limitation) if you did not receive 12-months’ advance notice in accordance with your February 25, 2015 letter agreement with the Company.  Subject to the Company’s amendment right described above, this Agreement may not be altered, modified or amended except by written instrument signed by the parties hereto.

This Agreement shall inure to the benefit of and be binding upon (i) the Company and its subsidiaries, and (ii) you and any personal or legal representatives, executors, administrators, successors, assigns, heirs, distributees, devisees and legatees. Further, the Company will 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 the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets which is required by this successor provision to assume and agree to perform this Agreement or which otherwise assumes and agrees to perform this Agreement; provided, however, in the event that any successor, as described above, agrees to assume this Agreement in accordance with the preceding sentence, as of the date such successor so assumes this Agreement, the Company shall cease to be liable for any of the obligations contained in this Agreement.

Withholding Taxes 

The Company may withhold from any amount payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Section 409A 

This Agreement will be construed and administered to preserve the exemption from Section 409A of the Code, and the Department of Treasury guidance thereunder (collectively, “Section 409A”) of each payment pursuant to this Agreement that qualifies as a short-term deferral under Section 409A or otherwise qualifies for exemption from Section 409A.  With respect to other amounts payable pursuant to this Agreement that are subject to Section 409A, it is intended, and this Agreement will be so construed, that any such amounts and the Company’s and your exercise of authority or discretion under this Letter will comply with the provisions of Section 409A, so as not to subject you to the payment of interest and additional tax that may be imposed under Section 409A.  For this purpose, and except as otherwise provided below under this heading, each payment of continued Base Salary severance pay shall be paid at regular intervals in accordance with the Company’s standard payroll practices for the payment of base salary to executives, and each such payment and each payment of any other amounts shall be deemed a separate payment for purposes of Section 409A.



Accordingly, each payment of continued Base Salary severance pay and any single lump payment of severance pay that is payable and paid by March 15th of the year following your termination of employment (or in the case of payments related to a change in control, March 15th of the year following the later of your termination date or the date of the change in control) is intended to be exempt from Section 409A as a short-term deferral.  In addition, each payment of continued Base Salary severance pay that is not exempt from Section 409A under the prior payment and that is also not part of the first six months of continued Base Salary severance pay, is intended to be exempt from Section 409A to the maximum extent possible, under the exemption for separation pay in Treas. Reg. § 1.409A-1(b)(9)(iii).  Any remaining continued Base

Salary severance pay shall comply with the Section 409A payment rules.  For this purpose, the Section 409A payment rules require that, when this Agreement provides for payment upon your termination of employment, (i) this Agreement shall be understood to require payment upon your “separation from service” within the meaning of Section 409A, and (ii) if you are a “specified employee” on the date of your termination of employment, payment shall not be made earlier than six months after such termination of employment (provided that if you die after the date of the termination of employment but before payment has been made, payment will be made to your estate without regard to such six-month delay).  The group of “specified employees” shall be determined in accordance with the Company’s then generally applicable rules for determining specified employees in accordance with Section 409A. Otherwise, such payments shall comply by being paid at the regular payment interval, as scheduled. 



Similarly, all equity awards subject to this Agreement that may be exempt from Section 409A shall be exempt, and to the extent not exempt shall be paid in accordance with Section 409A based on the terms of the applicable award agreements and the Equity Plan.       

To the extent that any expense reimbursement provided for by this Agreement does not qualify for exclusion from Federal income taxation, the Company will make the reimbursement only if you incur the corresponding expense during your employment with the Company (or, for legal expenses subject to reimbursement under the “Legal Fees” heading above, during calendar year 2019) and submit the request for reimbursement to the Company no later than three months prior to the last day of the calendar year following the calendar year in which you incur the expense so that the Company can make the reimbursement on or before the last day of the calendar year following the calendar year in which you incur the expense; the amount of expenses eligible for reimbursement during a calendar year will not affect the amount of expenses eligible for reimbursement in another calendar year; and your right to reimbursement is not subject to liquidation or exchange for another benefit from the Company.

Payments of continued Base Salary severance pay that are payable based on your death, your termination of employment or the date of a change in control shall commence within 30 days of the date of death, termination or change in control (as applicable) and, as necessary, shall then be paid retroactively back to the first payroll date following the date of death, termination or change in control.  Notwithstanding the preceding sentence, no payment shall be made until the required release has been received (and any revocation period has expired), and to the extent any payment related to termination of employment is subject to a required six-month delay, such six-month delay shall apply.  Once the release requirement is met or the six-month delay is completed, payment shall be made retroactively back to the first payroll date following the termination of employment.    

Acknowledgment and Acceptance

Please do not hesitate to contact me with any questions regarding this Severance Agreement.  To acknowledge your acceptance of this program, please sign the bottom of this Agreement and email a complete scanned copy back to me directly, which you agree is valid and binding just like the signed original. 

Sincerely,

/s/ Elisa Bannon-Jones

Elisa Bannon-Jones

Chief Human Resources Officer

Frontier Communications Corporation

Acceptance

By signing below, I hereby agree to the provisions of this Agreement. I understand that I will not have a contract of employment with the Company for a specified period of time.  I further agree to abide by policies and procedures established by the Company.



________________________________________                   ________________________

Sheldon L. Bruha   Date                    



Appendix A

The following are definitions for purposes of this Agreement.

“Cause” means your:









“Misconduct” means any of the following, as determined by the Compensation Committee in good faith:

















“Good Reason” means:









In addition to the above definition of “Good Reason”, for the purposes of “CIC Good Reason”, the following conditions shall also be conditions that constitute “Good Reason”:









Notwithstanding the foregoing, in connection with a resignation for either “Good Reason” or “CIC Good Reason”, your resignation will only qualify as being for “Good Reason” or for “CIC Good Reason” (as applicable) if: