EXHIBIT 10.12(c)
AMENDMENT TO EMPLOYMENT AGREEMENT DATED DECEMBER 1, 1995
BY AND BETWEEN
RURAL CELLULAR CORPORATION
AND
XXXXX X. XXXXXX
THIS AMENDMENT entered into this 18th day of December, 1997, by and between
Rural Cellular Corporation ("RCC" or "Company") and Xxxxx X. Xxxxxx (the
"Employee").
WHEREAS, RCC and the Employee entered into a written Employment Agreement
on December 1, 1995 (the "Employment Agreement");
WHEREAS, pursuant to Section 14 of the Employment Agreement, RCC and the
Employee desire to amend the Employee's Employment Agreement to extend the term
of the Agreement and to increase certain payments to Employee in the event of a
change in control of RCC;
NOW, THEREFORE, it is AGREED as follows:
5. The Employee's term of employment as set forth in Section 5 of the
Employment Agreement is hereby extended to December 31, 2000.
6. The amount to be paid to the Employee in the event of the involuntary
termination of his employment, absent Just Cause, in connection with, or within
twelve (12) months after, any change in control of RCC, as stated in Section
11(a) of the Employment Agreement, shall be equal to the product of 2.99 times
the Employee's "base amount" as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code") and the rgulations promulgated
thereunder.
7. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Employment Agreement.
8. All other terms, conditions and provisions of the Employment Agreement
remain in full force and effect.
RURAL CELLULAR CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
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Xxxxx X. Xxxxxx
