EXHIBIT 10.5.2
The Second Amendment to the Employment Agreement
This Second Amendment dated January 24, 1997 is made between Madison River
Telephone Company, LLC ("Holdings") and J. Xxxxxxx Xxxxxxxxxxx, ("Executive")
pursuant to paragraph 11 of the Employment Agreement between Holdings and
Executive dated April 17, 1996 ("Employment Agreement").
1. Section 3.1 of the Employment Agreement shall be amended by adding the
following paragraph 3.11:
"Beginning February 1, 1997 and continuing until the closing of the
Company's First Acquisition Closing Date, Executive shall accrue but
not vest in any base salary compensation. Executive shall accrue his
unvested base salary compensation at the rate of $8,333.33 per month
for full months and pro-rata amount for partial months. Executive shall
vest in his accrued base salary compensation on the First Acquisition
Closing Date. In the event there is no first acquisition of a business
in any form by the Company or the enterprise contemplated in the LOI is
abandoned or terminated, Executive will not vest in his accrued base
salary compensation and Holdings shall not owe any base salary
compensation to Executive and the Executive shall have no claims for
any base salary compensation against Holdings. Beginning after the
First Acquisition Date, Holdings shall pay Executive a base salary
("Base Salary") at the annual rate of $100,000 under paragraph 3.1
above unless adjusted under paragraph 3.2."
All other provisions of the Employment Agreement remain in full force and
effect.
IN WITNESS WHEREOF, Executive and Holdings have caused this Second Amendment to
the Employment Agreement to be executed as of the date first written above.
Madison River Telephone Company, LLC
by: XXXX X. XXXX
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J. XXXXXXX XXXXXXXXXXX
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Executive
