AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone)
From: Mike Weaver Re: Otelco Employment Agreement and IRS Section 409A ComplianceOtelco Inc. • March 11th, 2009 • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
Vice President From: Curtis Garner, CFO Re: Otelco Employment Agreement and IRS Section 409A ComplianceOtelco Inc. • March 11th, 2009 • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
To: Mr. Dennis Andrews Senior Vice President From: Curtis Garner, CFO Re: Otelco Employment Agreement and IRS Section 409A ComplianceOtelco Inc. • March 11th, 2009 • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 31, 2008, between Otelco Inc., a Delaware corporation (the “Company”), War Holdings, Inc., a Delaware corporation, Pine Tree Holdings, Inc., a Delaware corporation, The Pine Tree Telephone and Telegraph Company, a Maine corporation, CRC Communications of Maine, Inc., a Delaware corporation, Saco River Telegraph and Telephone Company, a Delaware corporation, Communications Design Acquisition Corporation, a Delaware corporation, Granby Holdings, Inc., a Delaware corporation and The Granby Telephone & Telegraph Co. of Mass., a Massachusetts corporation (each a “New Guarantor” and together the “New Guarantors”), each other subsidiary of the Company listed on the signature pages hereto (the “Existing Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture defined below (the “Trustee”).
EMPLOYEE AGREEMENTEmployee Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone) • Delaware
This Employee Agreement (the “Agreement”) is intended to state the terms of your employment with Pine Tree Holdings, Inc. (the “Company”). The Company hereby agree with you as follows:
To: Mr. Jerry Boles Vice President From: Curtis Garner, CFO Re: Otelco Employment Agreement and IRS Section 409A ComplianceOtelco Inc. • March 11th, 2009 • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
To: Mr. Nick Winchester Senior Vice President From: Curtis Garner, CFO Re: Otelco Employment Agreement and IRS Section 409A ComplianceOtelco Inc. • March 11th, 2009 • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
