Exhibit
10.1


SEPARATION AGREEMENT AND GENERAL
RELEASE


This Separation
Agreement and General Release (the “Agreement”) is entered into by and between
John Edward Duffy (the “Executive”) and Hickory Tech Corporation (the “Company”)
as of this 2 day of June, 2006 (the “Execution Date”).


WHEREAS, Executive has tendered and the Company has accepted Executive’s
resignation from his positions as an employee, officer and director of the
Company and its subsidiaries effective upon the close of business on June 30, 2006
(the “Separation Date”); and


WHEREAS, Executive and the
Company desire to fully and finally settle all issues, differences and actual
or potential claims between them, including, but in no way limited to, any
claims that might arise out of Executive’s employment with the Company, and the
cessation thereof;


NOW THEREFORE, in consideration of the
mutual promises contained herein, Executive and the Company agree as follows:


1.             Resignation. Executive represents,
understands and agrees that his employment with the Company will end effective
upon the close of business on the Separation Date, and that he ended his
employment voluntarily by submitting his resignation. Executive further
acknowledges his resignation as a director of the Company and from any other office
or position he may hold with the Company or any of its subsidiaries or
affiliates.


2.             Separation Benefits. The Company agrees
to provide Executive the following payments and benefits:


A.            Within seven (7) days following the
expiration of the revocation periods specified in Section 4F of the Agreement
below as well as in the General Release to be provided









 



by Executive pursuant to
Section 4H below, Company will pay to Executive the gross sum of Two Hundred
Forty-Five Thousand Dollars ($245,000.00) in a single, lump sum payment,
subject to all applicable taxes, withholding and deductions.


B.            Executive acknowledges that he has
been notified of his rights to continue in effect certain employer-provided
insurance benefit coverages pursuant to COBRA. In the event that Executive
elects to continue his current group health and dental benefit coverage in effect
pursuant to COBRA, the Company will pay the amounts due for continuation
premium payments on behalf of Executive for such coverage for a period ending
upon the earlier of (i) the date Executive becomes eligible for group health
and dental coverage provided by another employer, or (ii) June 30, 2007.


C.            Executive shall also be paid all
amounts remaining due for earned, unused vacation as of the Separation Date.


D.            The Company will continue to provide
to Executive the communications services package currently provided by the
Company to Executive at his residence on the same basis as currently in effect
for so long as Executive continues to reside at that location or for a period
of twelve (12) months following the Separation Date, whichever is earlier.


E.             The payments and benefits to be
provided by the Company to Executive pursuant to this Section 2 of the
Agreement shall be in lieu of, and shall discharge, any obligations of the
Company to the Executive for compensation, earned, unused vacation or any other
expectation of remuneration on the part of the Executive.


3.             Restrictive Covenants. As an essential
inducement to the Company to enter into this Agreement, and as consideration
for the foregoing promises of the Company, Executive agrees as follows:



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A.            Executive acknowledges that during
his employment with the Company, he has been exposed to, or acquired,
Confidential Information as defined hereafter in this subparagraph. Executive
understands and agrees that such Confidential Information has been disclosed to
him in confidence and for the sole benefit of the Company. Executive agrees
that commencing on the date of this Agreement he (i) will diligently protect
the confidentiality of all Confidential Information, (ii) will not disclose or
communicate any Confidential Information to any third party without the consent
of the Company, and (iii) will not make use of Confidential Information on his
own behalf or on behalf of any third party. In view of the nature of Executive’s
employment and the nature of the Confidential Information which Executive received
during such employment, Executive agrees that any unauthorized disclosure or
use of such information to or on behalf of third parties would cause
irreparable harm to the confidential status of such information and to the
Company and that, therefore, the Company shall be entitled to an injunction
prohibiting Executive from any such disclosure, use, or threatened disclosure
or use. When Confidential Information becomes generally available to the public
by means other than Executive’s acts or omissions, it is no longer subject to
this Agreement. Executive expressly acknowledges that the undertakings set
forth in this subparagraph shall survive the expiration or termination of other
agreements or duties in this Agreement. As used in this Agreement, “Confidential
Information” means information not generally available to the public concerning
(i) the Company’s trade secrets, (ii) the contents or duration of the Company’s
agreements with third parties, (iii) the Company’s financial results or other
financial matters, and (iv) the sales and marketing practices and strategies of
the Company or its business plans.


B.            During the period ending on a date
that is two years following the Separation Date, Executive agrees:



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(1)           that he will not, directly or
indirectly, engage in any Competing Business Activity on his own behalf or as a
partner, shareholder (except by ownership of less than five percent (5%) of the
outstanding stock of a publicly held corporation), director, trustee, principal,
agent, officer, employee, consultant, or otherwise of any person or entity
which is engaged in competition with the Company or any of its subsidiaries and
is operating within the same geographical areas in which the Company or any of
its subsidiaries are operating as of the Separation Date. For purposes of this
Agreement, “Competing Business Activity” shall mean Executive’s involvement in,
or supervision of others involved in, the provision, promotion, marketing or
sales of products or services similar to those provided by the Company to any
of its current or prospective customers or within its existing sales and
service territories;


(2)           that he will not, directly or
indirectly, assist, solicit, entice, or induce (or assist any other person or
entity in soliciting, enticing, or inducing) any customer or potential customer
(or agent, employee, or consultant of any customer or potential customer) with
whom the Executive had contact in the course of his employment with the Company
to deal with a competitor of the Company;


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


(4)           Executive acknowledges that a breach
or threatened breach of any portion of this Section 3B will cause irreparable
harm to the Company and could not be compensated by money damages. Accordingly,
the Executive specifically agrees that the



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Company shall be entitled
to injunctive relief to enforce the provisions of this Section 3B and that such
relief may be granted without the necessity of proving actual damages. The
Company’s rights with respect to obtaining injunctive relief, however, will not
diminish its rights to pursue any other available remedies for such breach or
threatened breach, including the recovery of actual damages.


(5)           Should any court of competent
jurisdiction determine that any of the covenants set forth in this Section 3B
are overbroad or otherwise invalid in any respect, the parties agree that the
court so holding shall revise such covenant in time or in area, or in both, or
in any other manner which the court determines sufficient to render the
covenant enforceable against the Executive, and shall then enforce the same to
that more limited extent.


4.             Release
of Claims by Executive. Executive and the Company intend to
settle any and all claims that Executive may have against the Company as a
result of the Company’s hiring of Executive, Executive’s employment with the
Company, Executive’s compensation while employed with the Company, and the
termination of Executive’s employment with the Company. Executive agrees that
in exchange for the Company’s promises in this Agreement and in exchange for
the consideration paid to Executive by the Company as described above,
Executive, on behalf of himself and his heirs, successors and assigns, hereby
releases and forever discharges the Company, its predecessors, successors,
assigns, parent companies, affiliates, subsidiaries, and related companies, and
their respective officers, directors, shareholders, agents, employees, and
insurers (the “Released Parties”), from all liability for damages and from all
claims that Executive may have against the Released Parties arising from or
relating to the Company’s hiring of Executive, Executive’s compensation while
employed with the Company, Executive’s employment with the Company, the termination
of Executive’s employment with the



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Company, and any other
actions, decisions, alleged omissions, or events occurring on or prior to the
Execution Date.


A.            Executive understands and agrees
that his release of claims in this Agreement includes, but is not limited to,
any claims he may have under Title VII of the Federal Civil Rights Act of 1964,
as amended; the Americans with Disabilities Act, the Equal Pay Act, the Fair
Labor Standards Act, the Employee Retirement and Income Security Act, the Age Discrimination
in Employment Act, the Family and Medical Leave Act, the Minnesota Human Rights
Act, or any other federal, state, or local statute, ordinance, or law.


B.            Executive also understands that he
is giving up all other claims, whether grounded in contract or tort theories,
including, but not limited to, wrongful discharge, violation of Minn. Stat.
§176.82, breach of contract, tortious interference with contractual relations, promissory
estoppel, detrimental reliance, breach of the implied covenant of good faith
and fair dealing, breach of express or implied promise, breach of manuals or
other policies, breach of fiduciary duty, assault, battery, fraud, invasion of
privacy, intentional or negligent misrepresentation, defamation, including
libel, slander, discharge defamation and self-publication defamation, discharge
in violation of public policy, whistleblower, intentional or negligent
infliction of emotional distress, or any other theory, whether legal or
equitable.


C.            Executive agrees that he will not
institute any lawsuit against the Released Parties arising from or relating to
the Company’s hiring of Executive, Executive’s employment with the Company,
Executive’s compensation while employed with the Company, the termination of
Executive’s employment with the Company, or any other actions, decisions, alleged
omissions, or events occurring prior to Executive’s signing of this Agreement.



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D.            To the extent required by law,
nothing contained in this Section 4 will be interpreted to prevent Executive
from filing a charge with a governmental agency or participating in or
cooperating with an investigation conducted by a governmental agency. However,
Executive agrees that he is waiving the right to monetary damages or other
individual legal or equitable relief awarded as a result of any such proceeding
related to any claim against the Released Parties arising from or relating to
the Company’s hiring of Executive, Executive’s employment with the Company,
Executive’s compensation while employed with the Company, the termination of
Executive’s employment with the Company, or any other actions, decisions, alleged
omissions, or events occurring prior to Executive’s signing of this Agreement.


E.             Notwithstanding any of the
foregoing, the Executive’s release of claims shall not apply with respect to
any rights or claims which Executive may have under the terms of this Agreement
or to any rights or benefits Executive may have related to vested accrued
benefits under the terms of the Company’s benefit plans or to the Executive’s
right to be indemnified by the Company pursuant to the terms of its bylaws and
applicable law.


F.             Executive may revoke his release of
claims, insofar as it extends to potential claims under the Age Discrimination
in Employment Act and/or the Minnesota Human Rights Act, by informing the
Company of his intent to revoke his release within fifteen (15) calendar days
following his execution of this Agreement. Executive understands that any such revocation
must be stated in writing and delivered by hand or by certified mail-return
receipt requested within the fifteen (15) day period to Mary Jacobs, Vice
President of Human Resources, Hickory Tech Corporation, 221 East Hickory
Street, P.O. Box 3248, Mankato, Minnesota 56002-3248. If Executive exercises
his right to revoke or rescind, the Company may, at its option, either nullify
this Agreement in its entirety, or keep it in effect in all respects other than
as to that



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portion of Executive’s
release of claims that he has revoked or rescinded. Executive understands that,
if the Company chooses to nullify the Agreement in its entirety, the Company
will have no obligations under this Agreement to Executive or to others whose
rights derive from Executive, and Executive will be required to repay to the
Company any payments made to him or any benefits conferred upon him pursuant to
the Agreement prior to the date of his revocation or rescission.


G.            This Agreement shall not become
effective or enforceable until the revocation period identified above, as well
as the revocation period contained in the General Release to be provided by
Executive pursuant to Section 4H below, have expired. The terms of this
Agreement shall be open for acceptance by Executive for a period of twenty-one
(21) calendar days, during which time Executive has been advised to consult
with legal counsel of his choosing and to consider whether to accept the
Company’s offer and sign the Agreement.


H.            Further,
in consideration of the terms of this Agreement and Executive’s continuing
employment through the Separation Date, Executive will also execute and return
to the Company a Mutual General Release in the form attached hereto as Exhibit
A, covering any and all claims that Executive may have against the Company as a
result of any matter, fact or thing occurring during the period from the
Execution Date through the Separation Date.


5.                Release
of Claims by Company. The Company unconditionally releases and
discharges Executive, his agents, heirs, and representatives from any and all
claims, demands, actions, liability, damages or rights of any kind arising out
of or resulting from any matter, fact or thing occurring prior to the Execution
Date. Notwithstanding any of the foregoing, the Company’s release of claims
shall not apply with respect to any rights or claims which the Company may have
under the terms of this Agreement or to any claims which the Company may



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have as a result of any
regulatory or compliance matters or claims brought by third parties on the
basis of any facts or circumstances not previously disclosed by Executive to
the Board of Directors of the Company. Executive warrants and represents that
he has not engaged in any activities during his employment with the Company
that he reasonably believes would constitute a regulatory or compliance violation
or provide the basis for a third party claim against the Company. Further, in
consideration of the terms of this Agreement, the Company will also execute and
return to Executive a Mutual General Release in the form attached hereto as
Exhibit A, covering any and all claims that the Company may have against
Executive as a result of any matter, fact or thing occurring during the period
from the Execution Date through the Separation Date.


6.             Company
Property. Executive agrees that, within five (5) business days following
the Separation Date, he shall return to the Company all Company books, records
or other property in his possession or under his control which to date has not
already been returned.


7.             Condition
of Payments. It is agreed that the payments and benefits
specified in Section 2 of this Agreement to be provided by the Company to
Executive are subject to forfeiture in the event that Executive violates the
obligations to the Company as specified in Section 3 of the Agreement above.


8.             Confidentiality
of Agreement. Executive agrees that he will keep the terms of
this Agreement strictly confidential, and that he will not disclose these terms
to third persons except to the extent required by law. Notwithstanding the
foregoing, Executive may disclose the terms of this Agreement to his spouse,
attorney, tax advisor and, upon inquiry, may disclose the terms of Section 3 of
the Agreement to prospective or future employers.



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9.             Entire Agreement. This Agreement,
together with the Mutual General Release to be provided pursuant to Section 4H
above, contain the entire understanding between the parties with respect to
Executive’s employment with the Company and his separation from employment with
the Company. Executive hereby affirms that his rights to payments or benefits
from the Employer by reason of such separation are specified exclusively and
completely by this Agreement. Any modification of, or addition to, this
Agreement must be in writing signed by Executive and by an authorized
representative of the Company.


10.           Non-admission. This Agreement shall not in any way
be construed as an admission by the Company that it has acted wrongfully with
respect to Executive or any other person, or that Executive has any rights
whatsoever against the Company. The Company specifically disclaims any
liability to, or wrongful acts against, Executive or any other person, on the
part of itself, its directors, its officers, its employees, investors,
representatives or agents.


11.           Non-assignability. This Agreement is
personal to Executive and may not be assigned by Executive without the written
agreement of the Company. This Agreement shall be binding on the Company, its
successors and assigns.


12.           Third
Party Benefit. Nothing in this Agreement, express or implied, is
intended to confer upon any person any rights, remedies or entitlements of any
nature whatsoever. However, if Executive is deceased prior to the Company’s
payment to him in full of the cash amounts owed to him under this Agreement,
any such amounts remaining due shall be paid by the Company to Executive’s
estate.


13.           Choice
of Law. This Agreement shall be governed by, and interpreted in accordance
with, the laws of the State of Minnesota.



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14.           Executive’s Acknowledgement. Executive
acknowledges and agrees that he has received and read this Agreement with the
attached Exhibit A, that the provisions of the Agreement are understandable to
him, and that he fully appreciates and understands the meaning of the terms of
this Agreement and their effect. Executive acknowledges and agrees that he has
been provided with a reasonable and sufficient period of twenty-one (21) days
within which to consider whether or not to accept this Agreement and that he
has been advised to, and is fully aware of his right to, consult with an attorney
for advice in connection with this Agreement prior to signing the Agreement.
Executive acknowledges that he has entered into this Agreement freely and
voluntarily.


IN
WITNESS WHEREOF, the parties have executed this Agreement by their signatures below.


	
   

  	
  /s/ John Edward Duffy

  	
   

  
	
   

  	
  John Edward
  Duffy

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Hickory Tech
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Starr J.
  Kirklin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
  Chairman

  	
   

  



 



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