## ***EXHIBIT 10.13***

## *** ***

## ***HICKORYTECH CORPORATION***

**EXECUTIVE INCENTIVE PLAN**

**(February 16, 2005 Amended &Restated)**

 

Section I. Establishment and Purpose

 

A.            Establishment

 

HickoryTech Corporation,a Minnesota corporation (the “Company”), has established, effective January 1,1989, the HICKORYTECH EXECUTIVE INCENTIVE PLAN, which has since been amended(the “Plan”).

 

B.            Purpose

 

The purpose of this Planis to provide a means whereby key executives of the Company may be rewardedaccording to their impact on, and contribution to, the operating success of theCompany and its component organizations. It is also the purpose of this Plan to motivate such executives toachieve a continuing, high level of personal effectiveness.

 

Section II. Definitions, Gender and Number

 

A.            Definitions

As used in this Plan, thefollowing terms are defined as indicated unless the context clearly requires adifferent meaning:

 

1.       “AdjustedCash Flow” means EBITDA less CAPEX, debt principal repayment required bythe Company’s debt agreements, interest and taxes.  Taxes are the actual cash payment of taxesversus the GAAP/book accrual concept.

2.     “AnnualAward” means the total annual cash award earned under the provisions ofthis Plan.

3.     “Boardof Directors” or “Board” means the Board of Directors of theCompany.

4.     “Chair”means the Chair of the Board of the Company.

5.     “Committee”or “Compensation Committee” means a committee appointed by andresponsible to the Board to administer this Plan, among other things, and whosemembers shall be ineligible to participate in this Plan.

6.     “Company”means Hickory Tech Corporation, a Minnesota corporation and any successorthereto, including all Subsidiaries.

7.     “EBITDA”means earnings before interest expense, income taxes, depreciation, andamortization.  In years where employeeprofit sharing expense is recorded, EBITDA for the Plan shall be after theemployee profit sharing expense at a 1% payout level and before the incrementalemployee profit sharing expense at a 2% payout level.

8.     “EBITDAMinus CAPEX” means EBITDA minus the capital and expenditures for property,plant and equipment, and capitalized software and any other capitalizedexpenditures approved by the Compensation Committee to be included in thisdefinition.

9.     “NetIncome” means after-tax net income as defined by Generally AcceptedAccounting Principles.

10.   “Participant”means an executive of the Company who has been selected to participate in thePlan.

11.   “PerformanceAccount” means an account maintained in the name of a Participant with creditsin Company stock.

12.   “Plan”means the HickoryTech Executive Incentive Plan, as stated herein and as  further amended from time to time.

13.   “PlanYear” means any fiscal year of the Company for which the Plan is in effect.

14.   “Pre-TaxEarnings” means operating revenues and other income minus operating andother expenses.

15.   “Retirement”means termination for any reason (other than death or permanent and totaldisability) after attaining age 55 with ten years of service or after attainingage 62 irrespective of service.

 

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16.   “Returnon Invested Capital” means earnings before interest and taxes divided bytotal capital (debt and equity).

17.   “Revenue”means operating revenues, and excludes other income from such sources asinterest and dividends. For purposes of this plan, the inter-companytransactions between or among its Subsidiaries are considered to be at an armslength (i.e., at fair market value), and thus are not eliminated. In contrast,the transactions between the Company (parent Company) and its Subsidiaries,consisting mainly of cost allocations and interest on inter-company loans, willbe eliminated in the calculation to determine “Revenue”. Significant variancesdue to non-operating income will be reviewed on a case-by-case basis.

18.   “Subsidiary”means a corporation, the majority of whose stock is owned by the Company.

19.   “Trustee”means Trustee for the Trust under the HickoryTech Corporation Executive Plan.This Trust holds shares of Company Stock for the Participants’ PerformanceAward Accounts.

 

B.            Gender and Number

Except when otherwiseindicated by the context, any masculine terminology when used in the Plan shallalso include the feminine gender, and the definition of any term herein in thesingular shall also include the plural.

 

Section III. Summary of Plan

 

A.            AnnualAward Opportunity

Each fiscal year, anaward opportunity will be established for each Plan Participant, expressed as apercent of the Participant’s fiscal-year base salary earnings (See AttachmentA).

 

B.            Performance Goals

Performance goals, bywhich Participants’ performance will be measured for Plan purposes, will beestablished at the beginning of the fiscal year. Such goals will relate toCompany, Subsidiary or division organizational performance.

 

C.            Award Determination

At fiscal year-end theorganizational performance will be evaluated, and a percentage achievement willbe determined. An incentive award, called an Annual Award, will be determined,such being the total of the awards earned.

 

D.            Disposition ofAwards

Annual Awards will bepaid in cash as soon as is practicable following the end of the fiscal year butno later than March 15 of the following calendar year.

 

E.             ShareholderProtection

It is the policy of theCompany to establish fiscal goals under this Plan which will provide, first,for the protection of the shareholders. Accordingly, no awards will be paidwhich, by their payment, would cause the Company to experience Adjusted CashFlow of less than 50% of HickoryTech’s budgeted Adjusted Cash Flow for thefiscal year.

 

# **Section IV.Eligibility**

# ** **

A.            Eligibility

Executives who, by virtueof their position, exert a significant impact on Company performance areeligible to participate in this Plan. Participation is at the recommendation ofthe President/CEO, with the approval of the Board of Directors.

 

# **Section V.Annual Plan**

# ** **

A.            Basis of AwardsEarned

Awards earned under this Plan are earned on afiscal-year basis.

 

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B.            Annual AwardOpportunity

 

An annual targetaward opportunity will be assigned to each Participant, expressed as a percentof fiscal year base salary earnings. This will establish the dollar awardtarget for the executive, as follows:

 
| ** **   | ** ** | **Base**   | ** ** | **Target** | ** ** | **Target** | ** ** |
|--------------|------------|------------|------------|------------|------------|------------|------------|
| **Position** | ** ** | **Salary** | ** ** | **Award%** | ** ** | **Award**  |       |
| ** **   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |       |
| Executive A  |       | $          | 140,000    |       | 40         | %          | $          | 56,000 |   |
| Executive B  |       | $          | 90,000     |       | 30         | %          | $          | 27,000 |   |
| Executive C  |       | $          | 60,000     |       | 25         | %          | $          | 15,000 |   |

 

C.            Annual AwardMake-up

1.     AnnualAward make-up will reflect the impact of the Participant’s position andperformance on the operating results of the Company. As such, award make-up mayvary among positions.

 

Example

 
| ** **   | ** ** | **Percent of Award Relating to—** | ** ** |
|--------------|------------|------------------------------------------------------------|------------|
| ** **   | ** ** | **Organizational Performance**                        | ** ** |
|         |       | **Corporate**                                              | ** ** | **Subsudiary  or Division** |   |
| **Position** |       | **Financial  Results**                                     | ** ** | **Financial  Results** |   |
|         |       |                                                       |       |   |   |
| Executive A  |       | 100                                                        | %          | — |   |
| Executive B  |       | 25                                                         | %          | 75 |   |
| Executive C  |       | 45                                                         | %          | 55 |   |

 

2.     Eachaward segment will be determined separately, and the resulting awards will beaggregated into a total award.

3.     Organizationalperformance will reflect equally on Participant awards.

 

D.            OrganizationalGoals

1.     Organizational goals will beestablished in the areas of financial achievement or operational achievement.These areas will be weighted and the weightings will be reviewed annually andmay be adjusted at the time of review.

2.     Goals will be establishedprior to the start of the fiscal year for purposes of the Plan and approved bythe Board of Directors. Such goals will relate to, but may not necessarily be,the Company’s annual operating budget goals.

 

E.             Award Calculations

 

1.             OrganizationalAwards

a.            Organizationalperformance will be evaluated in terms of actual versus planned results foreach result area.

(i)            The target award forthe results area will be reduced 3% for each 1% by which actual performance isless than planned performance.

(ii)           The target award forthe results area will be increased 3% for each 1% by which actual performanceexceeds planned performance.

(iii)          No award will be paidfor the Net Income results area unless actual performance is at least 100% ofplanned performance. For other organizational awards, no award will be paid fora results area if actual performance is less than 85% of planned performance.

b.            The sum of awards forall results areas will be payable as the organizational award.

c.            Award calculationswill be interpolated where actual results are other than even percentages ofthe planned amount.

d.            There will be a cap,or maximum, for award payments as a result of actual performance that exceedsthe planned amount. This cap shall be 200% payout maximum for each awardsegment.

 

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Example:

 
|                  |   | **(Assume  $3,000 target organizational award)** |       |
|-----------------------|--------|--------------------------------------------------|------------|
|                  |   | **Net Income**                                   | ** ** | **Revenue** | ** ** | **EBITDA** | ** ** | **Total** |   |
|                  |   | **(20%)**                                        | ** ** | **(30%)** | ** ** | **(50%)** | ** ** | **Award** |   |
|                  |   | ** **                                       | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |   |
| Target Award          |   | $                                                | 600        |   | $ | 900 |   | $ | 1,500 |   | $ | 3,000 |   |
| Actual% of Plan       |   | 98                                               | %          | 250 | % | 95 | % | — |   |
| Adjustment to  Target |   |                                             |       | 200 | % | -15 |   | — |   |
| Award                 |   | $                                                | -0-        |   | $ | 1800 |   | $ | 1,275 |   | $ | 3,075 (102.5% | ) |

 

e.             A review of the awardpayouts will be made by the Compensation Committee. In the event that aone-time occurrence affects the year-end organization’s performance, theCompensation Committee may review and adjust award payouts, if determinedappropriate.

 

F.             Total Award

Organizational andindividual awards are combined into a total annual award (See Attachment A).

 

Example:
|                   |   | **Executive  A** | ** ** | **Executive  B** | ** ** | **Executive  C** | ** ** |
|------------------------|--------|------------------|------------|------------------|------------|------------------|------------|
|                   |   |             |       |             |       |             |       |
| Organization  Award I  |   | $                | 45,000     |             | —     |             | $          | 2,500 |   |
|                   |   |             |       |             |       |             |       |
| Organization  Award II |   | —           |       | 19,500           |       | 5,000            |       |
|                   |   |             |       |             |       |             |       |
| Total Award            |   | $                | 45,000     |             | $          | 19,500           |       | $ | 7,500 |   |
|                        |        |                  |            |                  |            |                  |            |  |  |  |

 

G.    Payment of Awards

 

1.     Board Approval

Awards earnedunder this Plan are payable only with the approval of the Board of Directors.In the event of a Change of Control, as defined in the Participant’s Change ofControl Agreement, and to the extent provided in Section VI (G), awardswill be payable without the Board of Directors’ approval required.

 

2.     Time and Manner of Payment

Annual Awards willbe payable with respect to each fiscal year within thirty (30) days followingcompletion of the final audited financial report for the year, no later than March 15of the following calendar year. Awards will be paid in cash, subject to allrequired withholdings such as state and federal taxes.

 

# **Section VI.Long-Term Performance Account**

# ** **

A.            Performance Account

The PerformanceAccount holds shares of company stock that were previously issued under thisPlan. No additional awards will be granted to this account after the 2002fiscal year awards, but shares in the account will continue to receive interestat a value equal to the dividend as described in VI (B).

 

B.            Valuation ofPerformance Account

In lieu ofdividends on Shares held in a Participant’s Performance Account, the Companyshall issue, pursuant to its 1993 Stock Award Plan, additional Shares having aFair Market Value as of the applicable dividend record date as would otherwisebe paid on the Shares in the Participant’s Performance Account on that date.

 

C.            Vesting

All shares in thePerformance Account are fully vested.

 

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D.            Effect of aParticipant’s Death, Retirement, or Disability

1.             A deceasedParticipant’s Performance Account shall be distributed beginning no later than March 15of the following calendar year, according to the provisions in Section VI(F), to the Participant’s designated beneficiary. A Participant may, by writtennotice to the Company in the form of Attachment B, designate a beneficiary toreceive any payments made after his death. The Participant may select as hisbeneficiary any person or entity, including a trust. The Participant maydesignate multiple, successive or contingent beneficiaries and may change hisdesignation at any time. If a Participant dies without having any validbeneficiary designation in effect, his estate shall be the beneficiary.

 

2.             The PerformanceAccount value for a Participant who terminates employment by reason ofRetirement or who becomes permanently and totally disabled, shall bedistributed beginning no later than March 15 of the calendar yearfollowing such termination or disability, according to the provisions of Section VI(F).

 

E.             Effect of OtherTermination of Employment

1.     If a Participant’s employmentwith the Company is terminated for any reason other than his death, retirement,or permanent and total disability, such Participant’s participation in the Planimmediately ceases, and any applicable Performance Award shall be distributedbeginning no later than 90 days following such termination of employment,according to the provisions of Section VI (F).

 

2.     If a Participant becomesineligible for the Plan based on a change of position within the Company wherethe new position is not eligible for participation in the Plan, any applicableParticipant’s Performance Account value shall be distributed commencing nolater than March 15 of the calendar year following such change.

 

F.             Method of Paymentand Value of Performance Account

1.     A Performance Account will bedistributed in three, approximately equal annual installments, commencing asspecified in Section VI (D) or (E) above. The Committee may, inits sole discretion, accelerate payments and pay the Performance Account valuein a lump sum.

 

2.     The Performance Account willbe paid out in shares of company stock following the Participant’s terminationof employment with the company.

 

G.            Payment in theEvent of a Change of Control of the Company

 

1.     If a Change of Control in theCompany occurs, as defined in a Participant’s Change of Control Agreement, thetarget Annual Award for the calendar year in which the Change of Control occurswill become immediately payable. The full target Annual Award will beautomatically and immediately payable to the Participant.

 

2.     If a payment becomes due to aParticipant under the Change of Control Agreement, the Annual Award wouldbecome immediately payable at the target annual award amount. The full targetAnnual Award will be automatically and immediately payable to the Participant.

 

3.     If a payment shall become dueto the Participant under a Change of Control         Agreement, all applicable PerformanceAwards shall immediately become distributable to the Participant. PerformanceAwards will be paid to the Participant within thirty (30) days after the dateof the Participant’s payment being due under a Change of Control Agreement andwill be subject to all normal withholding of state and federal taxes.

 

4.     The provisions of this Section VI(G), shall take precedence over all other provisions of this Plan.

 

H.            Withholding

All payments anddistributions shall be subject to applicable withholding requirements.

 

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Section VII.Administration of the Plan

 

A.            Authority of Boardof Directors

This Plan will beadministered by the Compensation Committee of the Board of Directors, appointedby and accountable to the Board and whose members are not eligible for awardsunder the Plan. The Committee may establish rules and regulations fromtime to time that are not inconsistent with the provisions of this Plan.

 

B.            Authority of theChair

The Chair and/orhis appointee shall be responsible to the Committee for the administration ofthis Plan.

 

C.            Amendment andTermination

The Board ofDirectors may amend this Plan in any respect at any time and may terminate thePlan in whole or in part at any time, subject to the following:

 

1.             Fiscal-yearperformance goals may not be altered, amended, suspended or discontinued duringany Plan Year with respect to that Plan Year without the approval of theCompensation Committee.

 

2.             Amendment ortermination may not adversely affect the value of any earned Annual Awards.

 

D.            Denial of AnnualPerformance Awards

Any Participantwho voluntarily terminates employment except as provided in paragraph (E) below,or who is involuntarily discharged for any reason whatsoever prior to the lastday of a Plan Year, with the exception of a Change of Control of the Company,will not be entitled to an award for that Plan Year unless such exception isapproved by the Committee. In the event of a Change of Control in the Company, Section VI(G) will apply.

 

E.             Pro-Rata Awards

A Participant,whose employment is terminated prior to the last day of a Plan Year by reasonof death, Retirement or permanent and total disability, shall be entitled to apro-rata Annual Award through the date of such termination of a Participant’semployment.

 

F.             Status ofParticipants’ Claims

All distributionsunder this Plan are made from the general assets of the Company or the fundsheld by the Trustee, as applicable. The Plan does not create any lien on orsecurity interest in any property of the Company and no person may assert anyrights under the Plan superior to the  rightsof an unsecured general creditor of the Company.

 

G.            Non-alienability

Rights under thisPlan are not subject to voluntary or involuntary assignment or alienation. Anyattempted assignment or alienation will be disregarded by the Company.

 

H.            Severability

If any provisionof this Plan is determined to be invalid or illegal, the remaining provisionsshall be effective and shall be interpreted as if the invalid or illegalprovision did not exist, unless the continuance of the Plan in suchcircumstances would defeat its purposes.

 

I.              Employment Rights

Nothing in thePlan shall confer upon any Participant the right to continue in the employmentof the Company or any subsidiary or affect any right which the Company or anysubsidiary may have to terminate the employment of the Participant with orwithout cause.

 

J.             Headings

All headings inthis Plan are for reference only and are not to be utilized to construe itsterms.

 

K.            Governing Law

This Plan isgoverned in all respects by the laws of the State of Minnesota.

 

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Attachment A

 

HICKORYTECHCORPORATION

 

# **Annual Award Calculation**

# ** **

### **Worksheet Example**

### ** **

| **Name:                                                                                           **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** **                                                                                                                                                                                                                                              | **Plan Year:                                                                ** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
| Position Title:                                                                                                                                                                                                |                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
| 1. Fiscal Base  Salary Earnings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | $                                          |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
| 2. Target  Incentive:               %                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $                                          |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
| 3. Organizational  Award I:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | a.                                                                                                                                                                                                                                                      | Target Amount (            % of Line 2                                                                                                                                                                                                                                                                                                                            | )          |   |   |   |   |   |   | $                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | b.                                                                                                                                                                                                                                                      | Performance  Adjustment:                                                                                                                                                                                                                                                                                                                                                                                            |       | : |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    | **Net  Income**                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **ROIC** |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **·**                                                                                                                                                                                                                                              | Target                                                                                                                                                                                                                                                                                                                                                                                                              |       | $                                  |   | $                   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** **                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ·                                                                                                                                                                                                                                                  | % of Plan                                                                                                                                                                                                                                                                                                                                                                                                           |       | $                                  |   | $                   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **·**                                                                                                                                                                                                                                              | Factor                                                                                                                                                                                                                                                                                                                                                                                                              |       | $                                  |   | $                    |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | c.                                                                                                                                                                                                                                                      | Award                                                                                                                                                                                                                                                                                                                                                                                                               |       |   | $                                  |  + | $                   |   |   |   | =$                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |   |   |   | $                                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                     |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| 4. Organizational  Award II:              |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |
|-------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                      |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |
|                                      | a.         | Target Amount (            % of Line 2 | )          |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   | $                              |   |
|                                      |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |
|                                      | b.         | Performance  Adjustment:                                                                 |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |   |   |
|                                      |       | **Division**                                                                             | ** ** | **Division**                                                                                                                                                                                            |   |                                                                                                                |   |                                                                                                                                                                                  |   |
|                                      |       | **EBITDA**                                                                               | ** ** | **Revenue**                                                                                                                                                                                             |   |                                                                                                                |   |                                                                                                                                                                                  |   |
|                                      |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |
|                                      | **·** | Target                                                                                   |       | $                                  |   | $                         |   |                                                                                                                                                                                  |   |   |   |
|                                      | ** ** |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |   |   |
|                                      | ·     | % of Plan                                                                                |       | $                                  |   | $                         |   |                                                                                                                                                                                  |   |   |   |
|                                      |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |   |   |
|                                      | **·** | Factor                                                                                   |       | $                                  |   | $                    |   |                                                                                                                                                                                  |   |   |   |
|                                      |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |   |   |   |
|                                      |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |
|                                      | c.         | Award                                                                                    |       | $                                  |   | $                         |   |                                                                                                                                                                                  |   | =$                              |   |
|                                      |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   |                                                                                                                                                                                  |   |
| Total Annual  Award (3c  +  4c) |       |                                                                                     |       |                                                                                                                                                                                                    |   |                                                                                                                |   | $                               |   |
|                                           |            |                                                                                          |            |                                                                                                                                                                                                         |        |                                                                                                                     |        |                                                                                                                                                                                       |        |  |  |  |  |  |  |  |

 

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7

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Attachment B

 

##### ***HICKORYTECH CORPORATION***

##### *** ***

ExecutiveIncentive Plan

 

# **               **Designation of Beneficiary

# ** **

Participant’s Name:                                                                      Social Security Number:                                                                      

 

Home Address:                                                                                                                                                                                             

 

If I die prior to thepayment of all or a portion of any amount payable to me under the HickoryTechCorporation Executive Incentive Plan, the balance of the amount payable shallbe paid to the following person(s):

 

Instructions:         List each beneficiary whois to share in any payment due under the plan. State specifically what percentage of the total amount to be paid is tobe received by each beneficiary.  Usefirst, middle and last names (such as Mary Alice Jones not Mrs. WilliamJones).

 

## ***Primary***

## *** ***

| **Beneficiary(s) Name** | ** ** | **Beneficiary (s)** | ** ** | **Beneficiary (s)** | ** ** | ** ** | ** ** | **Relationship** | ** ** | **Percent** | ** ** |
|------------------------------|------------|--------------------------|------------|--------------------------|------------|------------|------------|------------------|------------|-------------|------------|
|                         |       | **Social  Security #**   |       | **Address**              |       |       |       |             |       |        |       |
|                         |       |                     |       |                     |       |       |       |             |       |        |       |
| 1.                           |       |                     |       |                     |       |       |       |             |       |        |       |
|                         |       |                     |       |                     |       |       |       |             |       |        |       |
| 2.                           |       |                     |       |                     |       |       |       |             |       |        |       |
|                         |       |                     |       |                     |       |       |       |             |       |        |       |
| 3.                           |       |                     |       |                     |       |       |       |             |       |        |       |
|                         |       |                     |       |                     |       |       |       |             |       |        |       |
| 4.                           |       |                     |       |                     |       |       |       |             |       |        |       |

 

## ***Contingent***

## *** ***

| 1.     |   |   |   |   |   |   |   |   |   |   |   |
|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|   |   |   |   |   |   |   |   |   |   |   |   |
| 2.     |   |   |   |   |   |   |   |   |   |   |   |
|   |   |   |   |   |   |   |   |   |   |   |   |
| 3.     |   |   |   |   |   |   |   |   |   |   |   |
|   |   |   |   |   |   |   |   |   |   |   |   |
| 4.     |   |   |   |   |   |   |   |   |   |   |   |

 

 

In the event that all ofthe above-named beneficiaries shall predecease me or if there is doubt as tothe right of any beneficiary, HickoryTech Corporation shall make payments,which would otherwise have been made to such beneficiary, to my estate, and insuch event HickoryTech Corporation shall not be under any further liability.

 

This beneficiarydesignation cancels and supersedes any previous designation that I may havewith respect to this Plan.  Thedesignation is effective as of the date this form is signed by me. I have theright to change this beneficiary designation at any time by filing a newbeneficiary designation form with the Company.

 
|                          |   |
|-------------------------------|--------|
| Participant’s  Signature |   | Date |   |
|                               |        |  |  |

 

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8

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