**Exhibit 10.22**

 

**EMPLOYMENT AGREEMENT**

 

**THIS EMPLOYMENT AGREEMENT**(the “**Agreement**”), dated as of December 20,2006 (the “**Effective Date**”), isentered into by and between HICKORYTECH CORPORATION, a Minnesota corporation(the “**Company**”), and JOHN MORTON (“**Executive**”).

 

**WHEREAS**, Executive possesses certainskills, experience and expertise which will be of use to the Company; and

 

**WHEREAS**, in light of the foregoing,the Company has offered to employ Executive as the President of its BusinessSolutions Division and Executive has accepted such employment;

 

**NOW, THEREFORE**, in consideration of thepromises and the mutual covenants and agreements herein contained, the Companyand Executive hereby agree as follows:

 

**Section 1. Employment Agreement**

 

1.1 Employment and Duties. TheCompany hereby employs Executive as the President of its Business SolutionsDivision. In this capacity, Executive will report to and perform such duties asshall reasonably be assigned by the Company’s Chief Executive Officer or hisdelegate. Executive shall perform such duties and carry out Executive’sresponsibilities hereunder faithfully and to the best of Executive’s ability.Executive hereby confirms that he is under no contractual obligations whichwould preclude or restrict his performance of his duties and responsibilitiesin his position with the Company.

 

**Section 2. Compensation and Benefits**

 

2.1 Compensation.

 

(a) Base Salary. The Companyshall pay Executive a salary at an annual rate of One Hundred Fifty-fiveThousand and no/100 Dollars ($155,000.00) to be paid in bi-weekly installments,in arrears (the “**Base Salary**”).The Base Salary shall be subject to periodic review and adjustment.

 

(b) Annual Incentive Compensation.Executive shall be a participant in the HickoryTech Executive Incentive Plan(the “**EIP**”) and shall be eligibleto receive an annual cash incentive award pursuant to the EIP in accordancewith its terms, as they may be amended or modified from time to time. Executiveshall be eligible to receive an annual cash incentive award of 52.5% of hisBase Salary for “at target” performance, subject to the terms of the EIP.Executive’s incentive award eligibility is subject to periodic review andadjustment.

 

c) Stock Compensation.Executive shall be a participant in the HickoryTech Corporation Long-TermExecutive Incentive Program (the “**IncentiveProgram**”) and shall be eligible to receive stock awards grantedunder the 1993 Stock Award Plan, as amended, in accordance with the terms ofthe Incentive Program, as they may be amended or modified from time to time.

 

2.2 Participation in Company Benefit Plans. Executiveshall be entitled to participate in all employee benefit plans or programs ofthe Company offered to other employees to the extent that Executive’s position,tenure, salary, and other qualifications make Executive eligible to participatein accordance with the terms of such plans, except as otherwise expresslyprovided in this Agreement. The Company does not guarantee the continuance ofany particular employee benefit plan or program except as expressly provided inthis Agreement, and Executive’s participation in any such plan or program shallbe subject to all terms, provisions, rules and regulations applicablethereto. Executive will be entitled to 232 hours of earned paid time off peryear, to be used and administered in accordance with the Company’s paid timeoff policy as it may change from time to time.

 

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2.3 Expenses. The Company will pay or reimburseExecutive for all reasonable and necessary out-of-pocket expenses incurred byExecutive in the performance of his duties under this Agreement. Executiveshall provide to the Company detailed and accurate records of such expenses forwhich payment or reimbursement is sought, and Company payments shall be inaccordance with the regular expense reimbursement guidelines maintained by theCompany from time to time, all subject to the Board’s right of review.

 

2.4 Executive Perquisites. During the term of hisemployment under this Agreement, the Company shall:

 

(a) Provide to Executive the gross sumof Forty Thousand and no/100 Dollars ($40,000.00) in a single, lump sum paymentfor miscellaneous costs incurred by Executive in relocating to the metropolitanarea of Minneapolis, Minnesota.

 

(b) Pay directly to the moving companyof Executive’s choice an amount not to exceed Ten Thousand and no/100 Dollars($10,000) to reimburse the actual cost of moving Executive’s household goods tothe metropolitan area of Minneapolis, Minnesota.

 

(c) Provide Executive with anautomobile for his business and personal use. Such vehicle shall be replaced bythe Company at approximately 75,000 miles or three years in age. Executiveacknowledges that he remains solely responsible for the payment of all taxesowed by reason of his personal use of that vehicle;

 

(d) Provide Executive with a cellulartelephone for his business and personal use.

 

(e) Provide for Executive’s periodicexecutive physical examination in accordance with the Company’s guidelines forexecutive physical examinations.

 

2.5 Withholding Taxes. All compensation, payments orbenefits provided to, or for the benefit of, Executive shall be made subject towithholding and otherwise treated and reported by the Company as required toensure compliance with all applicable laws and regulations.

 

**Section 3. Termination of Employment**

 

3.1 Definitions. As used in Section 3 of thisAgreement, the following terms shall have the meaning set forth for each below:

 

(a) “Cause” shall mean any ofthe following:

 

(i) the gross neglect or willfulfailure or refusal of Executive to perform Executive’s duties hereunder (otherthan as a result of Executive’s death or Disability) provided Executive hasfailed to cure such deficiency after having been given written notice of suchdeficiency and a period of twenty-one (21) days following written notice tocure such deficiency;

 

(ii) perpetration of an intentionaland knowing fraud against or affecting the Company or any affiliate, customer,supplier, agent or employee thereof;

 

(iii) any willful or intentional actthat could reasonably be expected to injure the reputation, financialcondition, business or business relationships of the Company or Executive’sreputation or business relationships;

 

(iv) conviction (including convictionon a plea of *nolo contendere*) ofa felony or any crime involving fraud, dishonesty or moral turpitude;

 

(v) the material breach by Executiveof this Agreement (including, without limitation, the Employment Covenants setforth in Section 4 of this Agreement) which is not cured within twenty-one(21) days after receipt of written notice from the Company specifying thenature of the breach; or

 

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(vi) the failure or continued refusalto carry out the directives of the Chief Executive Officer or his delegate,which is not cured within twenty-one (21) days after Executive has receivedwritten notice specifying the nature of such failure or refusal.

 

(b) “Date of Termination” shallmean the date specified in the Notice of Termination (as hereinafter defined)except in the case of Executive’s death, in which case the Date of Terminationshall be the date of death.

 

(c) “Notice of Termination”shall mean a written notice from the Company to Executive that indicates thespecific provision of Section 3 of this Agreement relied upon as the basisfor such termination and the Date of Termination.

 

(d) “Good Reason”shall mean:

 

(i) Company, without Executive’sconsent, effects a material reduction of Executive’s title, position, totalcompensation as specified in Sections 2.1 and 2.2 above, authority or duties;

 

(ii) any requirement that Executive,without his consent, move his regular office to a location more than onehundred (100) miles from Company’s current office location;

 

(iii) the material failure byCompany, or its successor, if any, to pay compensation or provide benefits orperquisites to Executive as and when required by the terms of this Agreement;or

 

(iv) any material breachby Company of this Agreement.

 

The Executive shall have Good Reason toterminate Executive’s employment if (i) within ten (10) daysfollowing Executive’s actual knowledge of the event which Executive determinesconstitutes Good Reason, Executive notifies the Company in writing thatExecutive has determined a Good Reason exists and specifies the event creatingGood Reason, and (ii) following receipt of such notice, the Company failsto remedy such event within twenty-one (21) days. If either condition is notmet, Executive shall not have a Good Reason to terminate Executive’semployment.

 

3.2 Termination Upon Death or Disability. ThisAgreement, and Executive’s employment hereunder, shall terminate automaticallyand without the necessity of any action on the part of the Company upon thedeath or Disability (as defined below) of Executive. For purposes of thisSection, “Disability” shall mean the inability of the Executive to perform theduties and responsibilities of his or her employment, with or withoutreasonable accommodation, by reasons of illness or other physical or mentalimpairment or condition, if such inability continues for an uninterruptedperiod of ninety (90) calendar days or more. A period of inability shall be “uninterrupted”unless and until the Executive is no longer considered disabled by the Company’slong term disability insurer.

 

(a) The determination of whether theExecutive is suffering from a Disability shall be made on the same basis as theCompany provided long-term disability benefit, which is a fully insured benefitprovided by an independent third party. If the Executive meets the disabilitycriteria for long term disability benefits under this Company provided benefit,the Executive will also be considered to have a Disability under thisAgreement.

 

(b) The Executive agrees to makehimself available for and to submit to examinations by such physicians as maybe requested by the Company or the Company’s long term disability insurer. TheExecutive’s failure to submit to examinations by such physicians as may berequested shall result in a conclusive determination that Executive does, infact, have a Disability.

 

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3.3 Company’s and Executive’s Right to Terminate. ThisAgreement and Executive’s employment hereunder may be terminated at any time bythe Company for Cause or, if without Cause, upon thirty (30) days prior writtennotice to Executive, subject to the provisions of Section 3.4(b) below.In the event the Company should give Executive a Notice of Termination withoutCause, the Company may, at its option, elect to provide Executive with salaryin lieu of Executive’s continued active employment during the notice period.This Agreement and Executive’s employment hereunder may be terminated byExecutive at any time for Good Reason and, if without Good Reason, upon thirty(30) days prior written notice to the Company.

 

3.4 Compensation Upon Termination.

 

(a) Severance. In the event theCompany terminates this Agreement without Cause, or in the event Executive terminatesthis Agreement for Good Reason, Executive shall be entitled to receive: (i) Executive’sthen current Base Salary through the Date of Termination, and (ii) aseverance payment equal to twelve (12) months of Executive’s then current BaseSalary to be made in regular payroll installments commencing upon the nextregular payday following the expiration of the revocation period in Executive’sRelease (as provided in Section 3.4(b) below) without any revocationhaving occurred. Notwithstanding the foregoing, the Company shall, to theextent necessary and only to the extent necessary, modify the timing ofdelivery of severance benefits to Executive if the Company reasonablydetermines that the timing would subject the severance benefits to anyadditional tax or interest assessed under Section 409A of the Code. Insuch event, the delayed payments will be made in a lump sum as soon aspracticable without causing the severance benefits to trigger such additionaltax or interest under Section 409A of the Code. In the event thisAgreement is terminated for any reason other than by the Company without Cause,or by Executive for Good Reason, Executive shall not be entitled to thecontinuation of any compensation, bonuses or benefits provided hereunder, orany other payments following the Date of Termination, other than the thencurrent Base Salary earned through such Date of Termination.

 

(b) Release. Anything to thecontrary contained herein notwithstanding, as a condition to Executivereceiving any severance benefits to be paid pursuant to this Agreement,Executive shall execute and deliver to the Company a general release ofemployment related claims in terms satisfactory to the Company. The Companyshall have no obligation to provide any severance benefits to Executive untilit has received the general release from Executive and any revocation orrescission period applicable to the release shall have expired withoutrevocation or rescission.

 

**Section 4. Employment Covenants**

 

4.1 Restrictive Covenants. As an essential inducementto the Company to enter into this Agreement, and as consideration for theforegoing promises of the Company, and the severance payment to be providedsubject to the limitations of Section 3.4(a), Executive agrees as follows:

 

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(a) Executive acknowledges that duringhis employment with the Company, he will be exposed to and entrusted withConfidential Information as defined hereafter in this subparagraph. Executiveunderstands and agrees that such Confidential Information will be disclosed tohim in confidence and for the sole benefit of the Company. Executive agreesthat commencing on the date of this Agreement he (i) will diligentlyprotect the confidentiality of all Confidential Information, (ii) will notdisclose or communicate any Confidential Information to any third party withoutthe consent of the Company or as may be required by law, and (iii) willnot make use of Confidential Information on his own behalf or on behalf of anythird party. In view of the nature of Executive’s employment and the nature ofthe Confidential Information which Executive will receive during suchemployment, Executive agrees that any unauthorized disclosure or use of suchinformation to or on behalf of third parties would cause irreparable harm tothe confidential status of such information and to the Company and that,therefore, the Company shall be entitled to an injunction prohibiting Executivefrom any such disclosure, use, or threatened disclosure or use. WhenConfidential Information becomes generally available to the public by meansother than Executive’s acts or omissions, it is no longer subject to thisAgreement. Executive expressly acknowledges that the undertakings set forth inthis subparagraph shall survive the expiration or termination of otheragreements or duties in this Agreement. As used in this Agreement, “**Confidential Information**” meansinformation, whether in written, oral, electronic or other form, not generallyavailable to the public concerning (i) the Company’s trade secrets, (ii) thecontents or duration of the Company’s agreements with third parties, (iii) theCompany’s financial results or other financial matters, (iv) the sales,pricing and marketing methods, practices and strategies of the Company, or (v) itsbusiness plans.

 

(b) During the period ending on a datethat is eighteen (18) months following the Date of Termination, regardless ofthe reason for termination, Executive agrees:

 

(i) that he will not, directly orindirectly, render services to any Conflicting Organization (as defined below)or otherwise engage in competition with the Company in any manner or capacitywithin the Territory (as defined below), nor direct any other individual orbusiness enterprise to engage in competition with the Company, e.g., as anadvisor, principal, agent, partner, employee, officer, director or shareholder(except by ownership of less than five percent of the outstanding stock of apublicly held corporation), on any products or services competitive with theCompany’s existing or announced products or services or any products orservices which have not yet been offered or announced but which were underactive development by the Company as of the Date of Termination. For purposesof this Section, “**Conflicting Organization**”shall be defined as any person, corporation, partnership or other entity thatdevelops or provides products, services or equipment that competes with orreplaces products, services or equipment provided by the Company. For the purposesof this Agreement, “**Territory**”shall be defined as: (i) the states of Minnesota and Iowa, and (ii) anyother location within a one hundred (100) mile radius surrounding any existingor planned office of the Company (including administrative, executive, sales,and service offices) in which the Company, as of the Date of Termination, isengaged in or actively planning to engage in the provision of services or saleof equipment;

 

(ii) that he will not, directly orindirectly, assist, solicit, entice, or induce (or assist any other person orentity in soliciting, enticing, or inducing) any customer doing business withthe Company or any potential customer that has been or is being activelysolicited for business by the Company (or agent, employee, or consultant of anycustomer or potential customer) during the period of Executive’s employmentwith the Company, to deal with any competitor of the Company;

 

(iii) that he will not, directly orindirectly, in any manner, solicit, assist or encourage (or assist any otherperson or entity in soliciting or encouraging) any other officer or employee ofthe Company to work or otherwise provide services for the Executive or for anyentity in which the Executive participates in the ownership, management,operation, or control of, or is connected with in any manner as an employee,independent contractor, consultant, or otherwise.

 

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4.2 Other Confidentiality Obligations. Executiveacknowledges that the Company may, from time to time, have agreements withother persons or entities which impose confidentiality obligations or otherrestrictions on the Company. Executive hereby agrees to be bound by all suchobligations and restrictions and shall take all actions necessary to dischargethe obligations of the Company there under, including, without limitation,signing any confidentiality or other agreements required by such third parties.

 

4.3 Return of Confidential Information. At any timeduring Executive’s employment with the Company, upon the Company’s request, andin the event of Executive’s termination of employment with the Company for anyreason whatsoever, Executive shall immediately surrender and deliver to theCompany all records, materials, notes, equipment, drawings, documents and dataof any nature or medium, and all copies thereof, relating to any ConfidentialInformation (collectively the “**CompanyMaterials**”) which is in Executive’s possession or under Executive’scontrol. Executive shall not remove any of the Company Materials from theCompany’s business premises or deliver any of the Company Materials to anyperson or entity outside of the Company, except as required in connection withExecutive’s duties of employment.

 

4.4 Other Obligations. The terms of this Section 4are in addition to, and not in lieu of, any statutory or other contractual orlegal obligation to which Executive may be subject relating to the protectionof Confidential Information.

 

4.5 Exclusivity of Employment. Executive shall notdirectly or indirectly, without prior approval of the Board, engage in anyactivity competitive with or adverse to the Company’s business or welfare orrender a material level of services of a business, professional or commercialnature to any other person or firm, whether for compensation or otherwise;provided, however, that Executive may serve on various trade or industry boardsor, with the prior approval of the Chief Executive Officer, serve on the boardsof other unrelated corporations, as well as participate in charitable and civicactivities, provided that such activities do not in any way interfere with theperformance of Executive’s duties to the Company.

 

4.6 Judicial Enforcement.

 

(a) Executive acknowledges that abreach or threatened breach of any portion of this Section 4 will causeirreparable harm to the Company and could not be compensated by money damages.Accordingly, the Executive specifically agrees that the Company shall beentitled to injunctive relief to enforce the provisions of this Section 4and that such relief may be granted without the necessity of proving actualdamages. The Company’s rights with respect to obtaining injunctive relief,however, will not diminish its rights to pursue any other available remediesfor such breach or threatened breach, including the recovery of actual damages.

 

(b) Should any court of competentjurisdiction determine that any of the covenants set forth in this Section 4are overbroad or otherwise invalid in any respect, the parties agree that thecourt so holding shall revise such covenant in duration or in scope, or inboth, or in any other manner which the court determines sufficient to renderthe covenant enforceable against the Executive, and shall then enforce the sameto that more limited extent.

 

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**Section 5. Miscellaneous**

 

5.1 Notices. All notices or other communications whichare required or permitted hereunder shall be deemed to be sufficient ifcontained in a written instrument given by personal delivery or registered orcertified mail, postage prepaid, return receipt requested, addressed to suchparty at the address set forth below or such other address as may thereafter bedesignated in a written notice from such party to the other party:

 
|   | To Company:   | Hickory Tech Corporation                     |
|--------|---------------|----------------------------------------------|
|   |          | 221 East Hickory Street                      |
|   |          | P.O. Box 3248                           |
|   |          | Mankato, Minnesota 56002-3248                |
|   |          | Attention: Vice President of Human Resources |
|   |          |                                         |
|   | To Executive: | John Morton                                  |
|   |          | 2950 Xenium Lane North                       |
|   |          | Suite 183                               |
|   |          | Plymouth, Minnesota 55441                    |

 

All such notices and communications shall be deemed to havebeen delivered and received (i) in the case of personal delivery, on thedate of such delivery, and (ii) in the case of mailing, on the thirdbusiness day following such mailing.

 

5.2 Headings. The headings of the sections of thisAgreement are inserted for convenience only and shall not be deemed a part ofor affect the construction or interpretation of any provision hereof.

 

5.3 Modifications; Waiver. No modification of anyprovision of this Agreement or waiver of any right or remedy herein providedshall be effective for any purpose unless specifically set forth in a writingsigned by the party to be bound thereby. No waiver of any right or remedy inrespect of any occurrence or event on one occasion shall be deemed a waiver ofsuch right or remedy in respect of such occurrence or event on any otheroccasion.

 

5.4 Entire Agreement. This Agreement, together withthe various plans, programs and policies expressly referenced herein, containsthe entire agreement of the parties with respect to the subject matter hereofand supersedes all other agreements, oral or written, heretofore made withrespect thereto.

 

5.5 Severability. Any provision of this Agreement thatmay be prohibited by, or unlawful or unenforceable under, any applicable law ofany jurisdiction shall, as to such jurisdiction, be ineffective withoutaffecting any other provision hereof. To the full extent, however, that theprovisions of such applicable law may be waived, they are hereby waived, to theend that this Agreement be deemed to be a valid and binding agreementenforceable in accordance with its terms.

 

5.6 Controlling Law. This Agreement has been enteredinto by the parties in the State of Minnesota and shall be enforced inaccordance with the laws of Minnesota.

 

5.7 Arbitration. Any controversy, claim, or breacharising out of or relating to this Agreement or the breach thereof shall besettled by arbitration in the State of Minnesota in accordance with the rules ofthe American Arbitration Association for employment / commercial disputes andthe judgment upon the award rendered shall be entered by consent in any courthaving jurisdiction thereof; provided, however, that this provision shall notpreclude the Company from seeking injunctive or similar relief from the courtsto enforce its rights under the Employment Covenants set forth in Section 4of this Agreement. It is understood and agreed that, in the event the Companyprovides a Notice of Termination to Executive for Cause, and it should befinally determined in a subsequent arbitration that Executive’s termination wasnot for Cause as defined in this Agreement, then the remedy awarded toExecutive shall be limited to such compensation and benefits as Executive wouldhave received in the event of Executive’s termination other than for Cause atthe same time as the original termination.

 

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5.8 Assignments. Subject to obtaining Executive’sprior approval, which shall not be unreasonably withheld or delayed, andprovided the assignee assumes all of the Company’s obligations hereunder, theCompany shall have the right to assign this Agreement and to delegate allrights, duties and obligations hereunder to any entity that controls theCompany, that the Company controls or that may be the result of the merger,consolidation, acquisition or reorganization of the Company and another entity.Executive agrees that this Agreement is personal to Executive and Executive’srights and interest hereunder may not be assigned, nor may Executive’sobligations and duties hereunder be delegated (except as to delegation in thenormal course of operation of the Company), and any attempted assignment ordelegation in violation of this provision shall be void.

 

5.9 Read and Understood. Executive has read thisAgreement carefully and understands each of its terms and conditions. Executivehas sought independent legal counsel of Executive’s choice to the extentExecutive deemed such advice necessary in connection with the review andexecution of this Agreement.

 

IN WITNESS WHEREOF, the parties haveexecuted this Agreement as of the Effective Date.

 
|   | **HICKORYTECH  CORPORATION** |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          | /s/ John W. Finke |
|   |                         | John Finke |
|   |                         |   |
|   | Its:                         | President and Chief  Executive Officer |
|   |                         |   |
|   |  /s/ John P. Morton     |
|   | **JOHN  MORTON**             |

 

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**Amendment to**

**John Morton Employment Agreement of December 20,2006**

 

On December 20, 2006HickoryTech Corporation and John Morton entered into an Employment Agreement (“Agreement”).  This letter serves as an Amendment to that December 20,2006 Agreement.

 

The following Amendmentwill become effective November 29, 2007. Section 3.4 of the Agreement will be modified to read:

 

3.5                                 CompensationUpon Termination.

 

b.)          Severance. In theevent the Company terminates this Agreement without Cause, or in the eventExecutive terminates this Agreement for Good Reason, Executive shall beentitled to receive: (i) Executive’s then current Base Salary through theDate of Termination, and (ii) a severance payment equal to twelve (12)months of Executive’s then current Base Salary to be made in a lump sum paymentin the next regular payday following the expiration of the revocation period inExecutive’s Release (as provided in Section 3.4(b) below) without anyrevocation having occurred. For purposes of this Section 3.4(a) atermination of employment shall mean a separation from services as that term isdefined under Section 409A of the Code. In the event this Agreement isterminated for any reason other than by the Company without Cause, or byExecutive for Good Reason, Executive shall not be entitled to the continuationof any compensation, bonuses or benefits provided hereunder, or any otherpayments following the Date of Termination, other than the then current BaseSalary earned through such Date of Termination.

 

In witness whereof, theparties have executed this Amendment on November 29, 2007.

 

**IN WITNESS WHEREOF**, the parties have executed thisAmendment on November 29, 2007.

 
|   | **HICKORYTECH CORPORATION** |
|--------|-----------------------------|
|   |                        |   |
|   | By:                         | /s/ John W. Finke |
|   |                        |   |
|   | Its:                        | President and CEO |
|   |                        |   |
|   |  /s/ John P. Morton    |
|   | **JOHN  MORTON**            |

 

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