|
FRONTIER COMMUNICATIONS PARENT, INC.
|
|||
|
By: /s/ Alan Gardner
|
|||
|
Name:
|
Alan Gardner
|
||
|
Title:
|
EVP, Chief People Officer
|
||
|
Date:
|
January 16, 2026
|
||
|
EXECUTIVE
|
|||
|
By: /s/ John Stratton
|
|||
|
Name:
|
John Stratton
|
||
|
Title:
|
Executive Chairman
|
||
|
Date:
|
January 16, 2026
|
||
| 1. |
My employment with the Company will terminate effective as of, and contingent upon, the closing of the Merger (as defined in the agreement to which this Exhibit B is attached (such agreement, the “Separation Agreement”)), and as of such date I hereby resign
from any position as an officer, member of the board of managers or directors (as applicable) or fiduciary of the Company or any other member of the Company Group (or reaffirm any such resignation that may have already occurred). I
understand that any payments or benefits paid or granted to me under Section 3 of the Separation Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already
entitled. I understand and agree that I will not receive the payments and benefits specified in Section 3 of the Separation Agreement unless I execute this General Release and do not revoke this General Release within the time period
permitted hereafter. I understand and agree that such payments and benefits are subject to the provisions of the Employment Agreement addressing confidentiality, restrictive covenants, and ongoing cooperation, which (as noted below)
expressly survive my termination of employment and the execution of this General Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or
hereafter established by the Company or its affiliates. I acknowledge that, in view of the nature of the business and the business objectives of the Company in entering into the Separation Agreement and engaging me, the restrictions
contained in the Employment Agreement are reasonably necessary to protect the interests of the Company, and that any violation of such restrictions could result in irreparable injury to the Company for which damages will not be an adequate
remedy. The rights and remedies of the Company are not exclusive of, limited by or in limitation of any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative.
|
| 2. |
Except as provided in paragraphs 4 and 5 below, I knowingly and voluntarily (for myself and my heirs, executors, administrators and assigns) release and forever discharge the
Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date on which I execute this General Release) and whether known or unknown, suspected, or
claimed against the Company or any of the Released Parties, which I, my spouse, or any of my heirs, executors, administrators or assigns may have, which arise out of or are connected with my employment with, or my separation or termination
from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as
amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification
Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or
under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful
discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the
“Claims”).
|
| 3. |
I represent that I have made no assignment or transfer of any right, claim, demand, cause of action or other matter covered by paragraph 2 above.
|
| 4. |
I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 that arise after the date I
execute this General Release and the Supplemental Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Employment Agreement shall not serve as the basis for any claim or
action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).
|
| 5. |
I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim,
including, without limitation, reinstatement, back pay, front pay and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived
under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or
proceeding. Additionally, I am not waiving (a) any right to the Accrued Benefits or any severance benefits to which I am entitled under the Employment Agreement, (b) any claim relating to directors’ and officers’ liability insurance
coverage or any right of indemnification under the Company’s organizational documents, the Employment Agreement, my indemnification agreement or otherwise, or (c) my rights as an equity or security holder in the Company or its Affiliates
that exist pursuant to the terms of the applicable agreement(s) or applicable law.
|
| 6. |
In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly
consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute
that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver
is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Employment Agreement. I further agree that in the event I should bring a Claim seeking damages
against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent
permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release and the Supplemental Release.
|
| 7. |
I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the
Company, any Released Party or myself of any improper or unlawful conduct.
|
| 8. |
I agree that I will forfeit all severance benefits payable by the Company pursuant to the Employment Agreement and any other amounts payable by the Company pursuant to the
Employment Agreement that are subject to the effectiveness of this General Release if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties,
I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Employment Agreement on or after the termination
of my employment.
|
| 9. |
I agree that this General Release and the Employment Agreement are confidential and agree not to disclose any information regarding the terms of this General Release, the
Separation Agreement or the Employment Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not
to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law. The foregoing shall apply to the extent this General Release (or the form
thereof) is required to be included in any public filing of the Company.
|
| 10. |
Any nondisclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying
facts and circumstances by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD) or any other self-regulatory organization or governmental entity or otherwise limit the scope of any
protections that may apply to me under any applicable whistleblower laws.
|
| 11. |
I hereby acknowledge that Sections 6 through 22 of the Employment Agreement shall survive my execution of this General Release.
|
| 12. |
I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in
addition to or different than those that I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and that, if known or suspected at the time of entering into this General Release, may
have materially affected this General Release and my decision to enter into it.
|
| 13. |
Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish or in any way affect any rights or claims arising out of any
breach by the Company or by any Released Party of the Employment Agreement after the date hereof.
|
| 14. |
Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This Release shall be binding upon and inure to
the benefit of the Company and Parent and their respective permitted successors and assigns, including the surviving corporation of the Merger.
|
| 1. |
I HAVE READ IT CAREFULLY;
|
| 2. |
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS
AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
|
| 3. |
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
|
| 4. |
I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
|
| 5. |
I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT
AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;
|
| 6. |
I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED;
|
| 7. |
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
|
| 8. |
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
COMPANY AND BY ME.
|
|
SIGNED:
|
/s/ John Stratton
|
DATED:
|
January 16, 2026
|
|
John Stratton
|