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Senior Vice President & Chief Financial Officer Employment Agreement

This is an actual contract by Dobson Communications.

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Sectors: Telecommunications
Governing Law: Oklahoma, View Oklahoma State Laws
Effective Date: November 01, 2004
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THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 1st day of November, 2004, by and between DOBSON COMMUNICATIONS CORPORATION, an Oklahoma corporation (the "Company") and Bruce R. Knooihuizen ("Executive").

IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

1. Employment. The Company hereby agrees to employ Executive as Senior Vice President and Chief Financial Officer of the Company, and Executive hereby accepts employment, on the terms and conditions set forth in this Agreement.

2. Term. The period of employment of Executive by the Company under this Agreement (the "Employment Period") will commence on November 1, 2004 (the "Commencement Date") and continue through October 31, 2007 (the "Expiration Date"). The Employment Period may be sooner terminated under Section 6 of this Agreement.

3. Position and Duties. Executive will have those powers and duties normally associated with the position of as Senior Vice President and Chief Financial Officer will devote substantially all of his working time, attention and energies (other than absences due to illness or vacation) to the performance of his duties for the Company. Notwithstanding the above, Executive will be permitted, to the extent such activities do not unreasonably interfere with the performance by Executive of his duties and responsibilities under this Agreement or violate Sections 10(a), (b) or (c) of this Agreement, to (i) manage Executive's personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees; and (iii) serve on boards or committees of other entities not in conflict or competition with the Company.

4. Place of Performance. The principal place of employment of Executive will be the Company's principal executive offices in Oklahoma City, Oklahoma.

5. Compensation and Related Matters.

(a) Base Salary. During the Employment Period, the Company will pay Executive a base salary at the rate of not less than $400,000.00 per year ("Base Salary"), in approximately equal installments in accordance with the Company's customary payroll practices. Executive's Base Salary may be increased, but not decreased, pursuant to annual review by the Board. Such increased Base Salary will then constitute the Base Salary for all purposes of this Agreement.

(b) Annual Incentive Bonus. The Board shall establish bonus target amounts and performance goals for the Executive during each year of the Employment Period.

(c) Welfare, Pension and Incentive Benefit Plans; Reimbursement for COBRA Coverage. During the Employment Period, Executive (and his spouse and/or dependents to the extent provided in the applicable plans and programs) will be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the

Company for the benefit of its senior executive officers pursuant to the terms of such plans and programs, including, without limitation, all medical, life, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, Executive will be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executive officers.

6. Termination. Executive's employment under this Agreement may be terminated during the Employment Period under the following circumstances:

(a) Death. Executive's employment under this Agreement will terminate upon his death.

(b) Disability. If, as a result of Executive's incapacity due to physical or mental illness, Executive is substantially unable to perform his duties under this Agreement (with or without reasonable accommodation, as defined under the Americans With Disabilities Act), for an entire period of six (6) consecutive months, and within thirty (30) days after a Notice of Termination (as defined in Section 7(a)) is given after such six (6) month period, Executive does not return to the substantial performance of his duties on a full-time basis, the Company has the right to terminate Executive's employment under this Agreement for "Disability", and such termination will not be a breach of this Agreement by the Company.

(c) Cause. The Company has the right to terminate Executive's employment for Cause, and such termination will not be a breach of this Agreement by the Company. "Cause" means termination of employment for one of the following reasons: (i) the conviction of the Executive by a federal or state court of competent jurisdiction of a felony which relates to the Executive's employment at the Company; (ii) an act or acts of dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company; or (iii) the Executive's "willful" failure to follow a direct, reasonable and lawful written directive from his supervisor or the Board of Directors (the "Board"), within the reasonable scope of the Executive's duties, which failure is not cured to the satisfaction of the Board within thirty (30) days. Further, for purposes of this Section (c):

(1) No act or omission by the Executive shall be
deemed "willful" unless done, or omitted by the Executive in bad faith
and without reasonable belief that the Executive's action or omission
was in the best interest of the Company.

(2) The Executive shall not be deemed to have been
terminated for Cause unless and until the Company delivers to the
Executive a copy of the resolution duly adopted by the affirmative vote
of not less than three-fourths (3/4ths) of the entire membership of the
Board of Directors of the Company, at a meeting of the Board of
Directors called and held for such purpose (after reasonable notice to
the Executive and an opportunity for the Executive, together with the
Executive's counsel, to be heard before the Board of Directors),
finding that in the good faith opinion of the Board of Directors, the
Executive was guilty of conduct set forth in clauses (i), (ii), or
(iii) above and specifying the particulars thereof in detail.


(d) Good Reason. Executive may terminate his employment for "Good Reason" by providing Notice of Termination to the Company within one hundred and twenty (120) days after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the events set forth below, and such termination will not be a breach of this Agreement:

(1) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties
or responsibilities;

(2) the reduction of the rate of the Executive's Base
Salary below the amount specified in Section 5(a) other than as a part
of compensation reduction program which applies equally to all
executives at the Vice President and above levels;

(3) the Company requiring the Executive to be based
at any office or location outside of the greater Oklahoma City,
Oklahoma, metropolitan area or outside the metropolitan area where the
Executive is regularly employed at the date of this Agreement except
for travel reasonably required in the performance of the Executive'
responsibilities; provided, transfer of the Executive from any location
to Oklahoma City, Oklahoma shall not be a violation of this Section

(4) any failure by the Company to comply with and
satisfy Section 12(a) herein; or

(5) termination in accordance with Subsection 6(e).

(e) Voluntary Termination Following Any Management Change. Executive may terminate his employment for any reason following the first anniversary of the effective date of any Management Change. A "Management Change" means the termination or replacement of either the current Chief Executive Officer or Chief Operating Officer followed by the hiring or selection of a replacement for either such position during the term of this Agreement. The effective date of a Management Change shall be the date the Company employs or selects a replacement for either the current Chief Executive Officer or Chief Operating Officer.

(f) Without Cause. The Company has the right to terminate Executive's employment under this Agreement without Cause by providing Executive with a Notice of Termination, and such termination will not in and of itself be a breach of this Agreement.

(g) Voluntary Termination. The Executive may voluntarily terminate employment with the Company at any time, and if such termination is not for Good Reason or as provided in Section 6(e) above, then, the Executive shall be only entitled to compensation and benefits as described in Section 8(b) hereof.


7. Termination Procedure.

(a) Notice of Termination. Any termination of Executive's employment by the Company or by Executive during the Employment Period (other than termination pursuant to Section 6(a)) will be communicated by written Notice of Termination to the other party in accordance with Section 14. For purposes of this Agreement, a "Notice of Termination" means a written notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment.

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