EXHIBIT 10.2


MUTUAL GENERAL RELEASE


This
Mutual General Release is made and entered into as of the 30th day of June,
2006 (the “Separation Date”), by and between John Edward Duffy (hereinafter “Executive”)
and Hickory Tech Corporation and its subsidiaries or affiliates (hereinafter
collectively referred to as the “Company”).


WHEREAS, Executive
and Company are parties to a Separation Agreement and Mutual General Release
dated June 2, 2006 (hereinafter, the “Agreement”);


WHEREAS, Executive
and Company mutually intend to settle any and all claims that each may have
against the other as a result of any act, occurrence, decision or omission
occurring subsequent to the signing of the Agreement and prior to the signing
of this Mutual General Release, including, but not limited to, any matter or
fact arising out of the events giving rise to the Agreement or this Mutual
General Release;


WHEREAS, under the
terms of the Agreement, which Executive agrees is fair and reasonable,
Executive promised to enter into this Mutual General Release as a condition
precedent to the separation payments and benefits conferred under the Agreement
and the Company, in turn, promised to enter into this Mutual General Release as
well;


NOW, THEREFORE, in
consideration of the provisions and the mutual covenants contained herein, the
parties agree as follows:


1.             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
the Agreement and in exchange for the consideration to be paid to Executive by
the Company as described in the Agreement, as well as his continuing employment
through the Separation Date, 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
Company, and any other actions, decisions, alleged omissions, or events
occurring on or prior to the Separation 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.


D.            To the extent required by law,
nothing contained in this Mutual General Release 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 on or prior to the Separation Date.


E.             Notwithstanding any of the
foregoing, this Mutual General Release shall not apply with respect to any
rights or claims which Executive may have under the terms of the Agreement
itself 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
the Agreement in its entirety, or keep it in effect in all respects other than
as to that 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 the
Agreement to Executive or to others whose rights derive from Executive,



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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.            Executive acknowledges that the
Agreement shall not become effective or enforceable until the revocation period
identified above has expired without notice of revocation having been made.


2.             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 Separation 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 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.


3.             This Mutual General Release shall
be binding upon, and insure to the benefit of, Executive and the Company and
their respective successors and permitted assigns.


4.             Executive hereby acknowledges and
states that he has read this Mutual General Release and the Agreement and that
he has been advised to consult with an attorney prior to signing this Mutual
General Release. Executive further represents that he has had adequate time to
consider the terms of this Mutual General Release as well as those of the
Agreement, that they are both written in language which is understandable to
him, that he fully appreciates the meaning of the terms of this Mutual General
Release, and that he enters into this Mutual General Release freely and
voluntarily.


IN WITNESS WHEREOF, Executive
and the Company, after due consideration and consultation, have authorized,
executed, and delivered this Mutual General Release all as of the date first
above written.


	
   

  	
  /s/ John Edward Duffy

  	
   

  
	
   

  	
  John Edward
  Duffy

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Hickory Tech
  Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Starr J.
  Kirklin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
  Chairman

  	
   

  



 



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