AGREEMENT AND PLAN OF MERGER Among AT&T INC. INDEPENDENCE MERGER SUB INC., and CENTENNIAL COMMUNICATIONS CORP. Dated as of November 7, 2008Agreement and Plan of Merger • November 13th, 2008 • Centennial Communications Corp /De • Radiotelephone communications • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2008 (this “Agreement”) among AT&T Inc., a Delaware corporation (“Parent”), Independence Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”) and Centennial Communications Corp., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2008 • Centennial Communications Corp /De • Radiotelephone communications • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) made as of this ___, 2008 by and between Centennial Communications Corp., a corporation organized and subsisting under the laws of Delaware and whose address for the purposes of this Agreement is 3349 Route 138, Wall, New Jersey 07719 (together with its Subsidiaries, the “Company”) and [ ], an individual residing at the address set forth on the signature page hereto (“Employee”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 13th, 2008 • Centennial Communications Corp /De • Radiotelephone communications • Delaware
This CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”), dated as of ___, 2008 (the “Effective Date”) by and between Centennial Communications Corp., a Delaware corporation (the “Company”), and [___] (the “Executive”).
November 7, 2008Centennial Communications Corp /De • November 13th, 2008 • Radiotelephone communications • Delaware
Each of the stockholders listed on Schedule I to this letter agreement (individually, a “Stockholder,” and together, the “Stockholders”) understands that AT&T Inc., a Delaware corporation (“Parent”), Independence Merger Sub Inc., a Delaware corporation (“Merger Sub”) and Centennial Communications Corp., a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of November 7, 2008 (as it may be from time to time amended or terminated the “Merger Agreement”), providing for, among other things, a merger of Merger Sub with and into the Company (the “Merger”), in which all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) (other than Excluded Shares and any Dissenting Shares to which appraisal rights shall have been perfected) will be cancelled and converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall ha
