Senior VP of Operations & Engineering Employment Agreement - Grant Raney

EXHIBIT 10.48


FORM OF EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT, is entered into and effective as of [INSERT DATE OF CONSUMMATION OF IPO] (the "Effective Date) by and among Valor Communications Group, Inc., a Delaware corporation (the "Company"), Grant Raney (the "Employee") and, for the purposes of Section 15 only, Valor Telecommunications, LLC, a Delaware limited liability company ("VTC").


WHEREAS, prior to the date hereof, the Employee was employed by VTC as its Senior Vice President - Operations and Engineering pursuant to an Employment Agreement dated February 28, 2000 between the Employee and VTC (the "2000 Employment Agreement");


WHEREAS, as of the date hereof, the Company has consummated an initial public offering (the "IPO") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and in connection with the IPO, VTC has become a wholly-owned subsidiary of the Company; and


WHEREAS, commencing on the Effective Date, the Company desires to employ the Employee as its Senior Vice President - Operations and Engineering and Employee is willing to accept such employment with the Company on a full time basis, all in accordance with the terms and conditions set forth below;


NOW, THEREFORE, for and in consideration of the premises hereof and the mutual covenants contained herein, the parties hereto hereby covenant and agree as follows:


1. Employment; Effective Date.


(a) The Company hereby agrees to employ the Employee, and the Employee hereby agrees to accept such employment with the Company commencing on the Effective Date and continuing for the period set forth in Section 2 hereof, all upon the terms and conditions hereinafter set forth.


(b) Except as previously disclosed to the Company in writing by the Employee, the Employee affirms and represents that as of the Effective Date, he will be under no obligation to any former employer or other party which is in any way inconsistent with, or which imposes any restriction upon, the Employee's acceptance of employment hereunder with the Company, the employment of the Employee by the Company or the Employee's undertakings under this Agreement.


2. Term of Employment.


(a) Unless earlier terminated as provided in this Agreement, the term of the Employee's employment under this Agreement shall be for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date (the "Initial Term").


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(b) The term of the Employee's employment under this Agreement shall be automatically renewed for additional one-year terms (each a "Renewal Term") upon the expiration of the Initial Term or any Renewal Term unless the Company or the Employee delivers to the other, at least ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term, as the case may be, a written notice specifying that the term of the Employee's employment will not be renewed at the end of the Initial Term or such Renewal Term, as the case may be. The period from the Effective Date until the end of the Initial Term, or, in the event that the Employee's employment hereunder is earlier terminated as provided herein or renewed as provided in this Section 2(b), such shorter or longer period, as the case may be, is hereinafter called the "Employment Term".


3. Duties. The Employee shall be employed as Senior Vice President -
Operations and Engineering of the Company, shall faithfully perform and
discharge such duties as inhere in the position of Senior Vice President -
Operations and Engineering of the Company and as may be specified in the
Certificate of Incorporation or Bylaws of the Company with respect to such
position, and shall also perform and discharge such other duties and
responsibilities consistent with such position as the Board of Directors
of the Company (the "Board of Directors") shall from time to time
determine. The Employee shall report to the President and Chief Executive
Officer of the Company. The Employee shall perform his duties principally
at offices of the Company in Irving, Texas, with such travel to such other
locations from time to time as the President and Chief Executive Officer
may reasonably prescribe. Except as may otherwise be approved in advance
by the Board of Directors, and except during vacation periods and
reasonable periods of absence due to sickness, personal injury or other
disability, the Employee shall devote his full business time throughout
the Employment Term to the services required of him hereunder. The
Employee shall render his business services exclusively to the Company and
its subsidiaries during the Employment Term and shall use his best
efforts, judgment and energy to improve and advance the business and
interests of the Company and its subsidiaries in a manner consistent with
the duties of his position. Notwithstanding the foregoing, the Employee
shall be entitled to participate as a director or advisor to one or more
associations, businesses or community or charitable organizations in the
Dallas/Ft. Worth area, so long as such activity does not (i) involve a
substantial amount of the Employee's time, (ii) impair in any material
respect the Employee's ability to perform his duties under this Agreement
or (iii) violate the provisions of Section 9 of this Agreement.


4. Salary and Bonus.


(a) Salary. As compensation for the performance by the Employee of the services to be performed by the Employee hereunder during the Employment Term, the Company shall pay the Employee a base salary at the annual rate of Two Hundred Fifty Seven Thousand Dollars ($257,000) (said amount, together with any increases thereto as may be determined from time to time no less frequently than annually by the Board of Directors in its sole discretion, being hereinafter referred to as "Salary"). Any Salary payable hereunder shall be paid in regular intervals in accordance with the Company's payroll practices from time to time in effect.


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(b) Bonus. The Employee shall be eligible to receive bonus compensation from the Company (i) in respect of each fiscal year (or portion thereof) occurring during the Employment Term (each an "Annual Bonus") in an amount targeted at 50% of his Salary in accordance with the Company's management bonus plan as in effect from time to time (pro rated for any portion of a fiscal year occurring during the Employment Term), in each case as may be determined by the Board of Directors in its sole discretion on the basis of performance-based criteria consistent with the Company's business plan to be established by the Board of Directors in its sole discretion and disclosed to the Employee prior to the commencement of each fiscal year of the Company, and (ii) in an amount equal to (A) $100,000 upon the consummation of the IPO, (B) $200,000 on January 1, 2006 and (C) $200,000 on January 1, 2007 (each a "Special Bonus"), so long as the Employee is still employed by the Company or any of the Company's subsidiaries as of the date on which payment of each such Special Bonus becomes due.


(c) Payments Generally. Any payments or benefits required to be made or provided hereunder by the Company may be provided either by the Company or any of its subsidiaries.


5. Other Benefits; Equity Interests.


(a) General. During the Employment Term, the Employee shall:


(i) be eligible to participate at a level commensurate with his position in any employee equity purchase plans or programs that may be adopted for the benefit of the Company's officers or employees generally and in any employee fringe or other employee benefits and pension and/or profit sharing plans that may be provided by the Company for its senior executive employees in accordance with the provisions of any such plans, as the same may be in effect from time to time;


(ii) be eligible to participate in any medical and health plans and other employee welfare benefit plans that may be provided by the Company for its senior executive employees in accordance with the provisions of any such plans, as the same may be in effect from time to time;


(iii) be entitled to the number of paid time off days in each calendar year determined by the Company from time to time for its senior executive officers, provided that such number of paid time off days in each calendar year shall not be less than twenty-nine (29) work days, and the Employee shall also be entitled to all paid holidays given by the Company to its senior executive officers;


(iv) be entitled to short term disability benefits in accordance with any Company policy that may be applicable to senior executive employees from time to time; and


(v) be entitled to reimbursement for all reasonable and necessary out-of-pocket business expenses incurred by the Employee in the performance of his duties hereunder in accordance with the Company's normal policies from time to time in effect.


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(b) The Company will obtain for the benefit of the Employee (i) term life insurance coverage providing two times salary in death benefits to beneficiaries designated by the Employee and (ii) long-term disability insurance coverage providing the Employee with long-term disability benefits equal to 66 2/3% of his Salary payable on and after the 181st day of the Employee's qualifying disability, provided, however, that (x) annual premiums for the insurance coverage described in (i) and (ii) above cannot exceed $25,000 and (y) the foregoing assumes the insurability of the Employee. The Company and the Employee agree that the Employee's existing life and disability insurance policies may, if permitted to be carried over to the Company, wholly or partially satisfy the Company's obligations under this paragraph (subject nevertheless to clauses (x) and (y) above). In the event that the annual premiums for the insurance coverage described in (i) and (ii) above would exceed $25,000, then either (A) the coverage will be reduced to the extent necessary to keep the annual premiums under $25,000 or (B) the Employee shall pay the amount of such excess.


(c) Retention of Common Stock. Pursuant to a restricted stock grant agreement (the "Grant Agreement"), dated as of [THE DATE HEREOF] by and between the Employee and the Company, the Employee has been granted shares of Common Stock under the Valor Communications Group, Inc. 2005 Long-Term Equity Incentive Plan (the "Plan"). During the Employment Term, the Employee commits to maintain an ownership position in the Common Stock granted to him pursuant to the Grant Agreement on such terms and in such amounts as the Employee and the Company shall mutually agree.


6. Confidential Information. The Employee hereby covenants, agrees and
acknowledges as follows:


(a) The Employee has and will have access to and will participate in the development of or be acquainted with confidential or proprietary information and trade secrets related to the business of the Company and any present or future subsidiaries or affiliates of the Company (collectively with the Company, the "Companies"), including but not limited to (i) customer lists; related records and compilations of ...