EXHIBIT 10.7.2
The Second Amendment to the Employment Agreement
This Second Amendment dated October 16, 1997 is made between Madison River
Telephone Company, LLC ("Holdings") and Xxxxxx X. Xxxxxxxx, ("Executive")
pursuant to paragraph 11 of the Employment Agreement between Holdings and
Executive dated August 1, 1996 ("Employment Agreement").
1. Section 3.1 of the Employment Agreement shall be amended by inserting the
following after the first full sentence:
"Notwithstanding the foregoing, the closing of MebCom Communications,
Inc. ("MebCom") shall not be considered the first acquisition and its
closing date shall not be considered the First Acquisition Closing
Date for purposes of paragraph 2 (Term of Employment), this paragraph
3 (Compensation) and paragraph 6 (Termination of Employment). In the
event the closing of MebCom is chronologically the closing prior to
the First Acquisition Closing Date for Holdings, Executive shall vest
at the closing of MebCom $75,000 of his unvested and accrued
compensation and said vested amount shall be paid at or soon after the
closing of MebCom."
2. Section 8, third sentence shall be amended by replacing the place of
arbitration submission from "Chicago, Illinois" to "Raleigh-Durham
metropolitan area of North Carolina" and by replacing the language "in
accordance with Illinois law" with "in accordance with Delaware law".
3. Section 7.0 is amended to reflect the new address for Executive:
Xxxxxx X. Xxxxxxxx
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: /s/ J. XXXXXXX XXXXXXXXXXX
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XXXXXX X. XXXXXXXX
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Executive
