EXHIBIT 10.8.1
The First Amendment to the Employment Agreement
This First Amendment dated October 8, 1996 is made between Madison River
Telephone Company, LLC ("Holdings") and Xxxx X. Xxxx, ("Executive") pursuant to
paragraph 11 of the Employment Agreement between Holdings and Executive dated
June 4, 1996 ("Employment Agreement").
1. The last sentence of Section 3.4 of the Employment Agreement shall be
amended and restated in its entirety to read as follows:
"Notwithstanding anything contained herein to the contrary (except for
(i) the legal fees referred to in Section 8 hereof which shall not
require further approval and (ii) the costs of the directors and
officers insurance referred to in Section 13 (b) hereof and other
insurance (including property and casualty) which is reasonably deemed
necessary by Executive and is approved by the Board (which approval
shall not be unreasonably withheld)), prior to the First Acquisition
Closing Date, Executive is authorized to incur, and shall be
reimbursed, only for items approved by all of the Institutional
Investors (as defined in the LOI) (it being understood that the
listing of such costs in a budget attached to the LOI that has been
approved by all of the Institutional Investors constitutes approval by
all Institutional Investors)."
2. Section 5.5 of the Employment Agreement shall be amended and restated in
its entirety to read a follows:
"5.5 Restrictions on Transfer of Incentive Equity. Other than pursuant
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to Tag-Along Rights, Registration Rights, and Other Exit Rights with
respect to his vested Incentive Equity (as such terms are defined in
the LOI and as such concepts may be incorporated in the agreements
referred to in Section 5.4), Executive may not transfer his Incentive
Equity at any time (other than transfers of Incentive Equity for
estate-planning purposes to immediate family members and trusts and/or
other vehicles for the benefit of immediate family members) without
the approval of members of the Board holding a majority of the votes
of all members of the Board who do not have a pecuniary interest in
such transfer, which majority shall include approval by members of the
Board holding a majority of the votes of all of the members of the
Board designated by the Institutional Investors."
3. Section 6.1(b)(i) of the Employment Agreement shall be amended by adding
the following parenthetical to the end of such Section 6.1 (b) (i):
"(and not cured after 15 days prior notice to all of the members of
the Board)."
4. Section 6.5 of the Employment Agreement shall be amended and restated to
read as follows:
"6.5 Termination Prior to First Acquisition Closing Date.
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Notwithstanding anything in this Agreement to the contrary, in the
event that the enterprise contemplated by the LOI is abandoned or
otherwise terminated in accordance with the terms of the LOI prior to
the First Acquisition Closing Date (such date being referred to herein
as the "LOI Termination Date"), then Executive shall not be entitled
to any amounts pursuant to Section 3 (other than accrued and unpaid
amounts
through the LOI Termination Date pursuant to Section 3.4), Section 4
or this Section 6, other than salary and benefits accrued but unpaid
as of the LOI Termination Date."
5. The last sentence of Section 14 of the Employment Agreement shall be
amended and restated to read as follows:
"Prior to all of the Institutional Investors becoming a party to the
LLC Agreement, (i) all references to an action, decision,
determination or approval of the Board shall only be made with the
prior consent of all of the Institutional Investors and (ii) all of
the Institutional Investors shall be a third party beneficiary under
this Agreement."
All other provisions of the Employment Agreement remain in full force and
effect.
IN WITNESS WHEREOF, Executive and Holdings have caused this First Amendment to
the Employment Agreement to be executed as of the date first written above.
Madison River Telephone Company, LLC
by: J. XXXXXXX XXXXXXXXXXX
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XXXX X. XXXX
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Executive
