THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 21st day of February, 2005 by and between
ITC^DeltaCom Inc., a Delaware corporation (“Employer” or the “Company”), and Richard E. Fish, Jr. (“Employee”).
WHEREAS, the Company desires to employ Employee as provided herein; and
WHEREAS, Employee desires to be employed by Employer as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as
1. EMPLOYMENT . The Company agrees to employ Employee and Employee hereby agrees to be employed on a full-time
basis by the Company, and by such of its subsidiary corporations as determined by the Board of Directors of the Company (the
“Board”) in such position with such corporations as is designated by the Board, for the period and upon the terms and
conditions hereinafter set forth.
2. DUTIES . Employee shall serve as Chief Administrative Officer of the Company. During his employment, Employee shall
perform the duties and bear the responsibilities commensurate with such position and any other position to which he may be
appointed by the Board within sixty (60) days after the Effective Date (as defined below), and shall report directly to the Chief
Executive Officer. During the Term (as defined below) of the Agreement, and excluding any periods of vacation, holiday,
personal leave and sick leave to which Employee is entitled, Employee shall devote Employee’s full business time, attention and
ability to the business and affairs of the Company.
3. COMPENSATION AND BENEFITS .
(a) Base Salary . The Company shall pay Employee during the Term of this Agreement a base salary at an annual rate
of three hundred twenty-five thousand dollars ($325,000), which shall be payable bi-weekly or otherwise in accordance
with the Company’s regular payroll practices. Employee’s base salary, as in effect at any time, is hereinafter referred to as