##### 



Exhibit 10.1
 AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
 THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT CT COMMUNICATIONS, INC.
 WHEREAS,
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 I. TERMINATION FOLLOWING A CHANGE IN CONTROL
   (i)
    
    Cause. Termination by the Company for Cause shall mean termination with the
approval of the Board (a) because of willful misconduct of a material nature by the
Employee in connection with the performance of his duties as an employee; (b) because
of the Employees use of alcohol or illegal drugs that affects his ability to perform
his assigned duties as an employee; (c) because of the Employees conviction of a
felony or serious misdemeanor involving moral turpitude; (d) because of the Employees
embezzlement or theft from the Company; (e) because of the Employees gross inattention
to or dereliction of duty; or (f) because of performance by the Employee of any other
willful act(s) which the Employee knew or reasonably should have known would be
materially detrimental to the Company; provided, however, that prior to
the determination by the Board that Cause as described in (a), (e) or (f) above has
occurred, the Board shall (1) provide to the Employee in writing, in reasonable detail,
the reasons for the Boards determination that such Cause exists, (2) afford the
Employee a reasonable opportunity to remedy any such breach, (3) provide the Employee
an opportunity to be heard at the Board meeting where the final decision to terminate
the Employees employment hereunder for such Cause is to be considered, and (4) make
any decision that such Cause exists in good faith.




---



##### 



(ii)
    
    Good Reason. Termination by the Employee for Good Reason shall mean (a) a
material reduction in the Employees position, duties, responsibilities or status as in
effect immediately preceding the Change in Control, or a change in the Employees title
resulting in a material reduction in his responsibilities or position with the Company
as in effect immediately preceding the Change in Control, in either case without the
Employees consent, but excluding for this purpose any isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied promptly by the Company
after receiving notice from the Employee and further excluding any such reductions or
changes made in good faith to conform with generally accepted industry standards for
the Employees position; (b) a reduction in the rate of the Employees base salary as
in effect immediately preceding the Change in Control or a decrease in any bonus amount
to which the Employee was entitled pursuant to the Companys bonus or incentive plans
at the end of the fiscal year immediately preceding the Change in Control, in either
case without the Employees consent; provided, however, that a decrease
in the Employees bonus amount shall not constitute Good Reason and nothing herein
shall be construed to guarantee such bonus awards if performance, either by the Company
or the Employee, is below such targets as may reasonably and in good faith be set forth
in such bonus or incentive plans; (c)the relocation of the Employee, without his
consent, to a location outside a 30 mile radius of Concord, North Carolina, following a
Change in Control or (d) the resignation by the Employee, by written notice to the
Board, during the period beginning at the end of the twelve month period following the
Change in Control and ending on the first day of the eighteenth month following the
Change in Control.(iii)
    
    Change in Control. For purposes of this Agreement, Change in Control
shall mean (a) the consummation of a merger, consolidation, share exchange or similar
transaction of the Company with any other corporation, entity or group, as a result of
which the holders of the voting capital stock of the Company as a group would receive
less than 50% of the voting capital stock of the surviving or resulting corporation;
(b) the consummation of an agreement providing for the sale or transfer (other than as
security for obligations of the Company) of substantially all the assets of the
Company; or (c) in the absence of a prior expression of approval by the Board, the
acquisition except by inheritance or devise of more than 20% of the Companys voting
capital stock by any person within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, other than a person, or group including a person, who
beneficially owned, as of the date of this Agreement, more than 5% of the Companys
voting stock or equity, except that transactions between the Company and any affiliate
or subsidiary of the Company and transactions between the Company and any employee
stock ownership plan shall not be deemed a Change in Control as described in (a), (b)
or (c) above.(iv)
    
    Compensation. The Employees Compensation shall consist of the following:
(a) the Employees annual base salary, as paid by the Company, in effect immediately
preceding the Change in Control plus (b) an annual bonus equal to the average bonus
(calculated as a percentage of base salary, without regard to vesting schedules or
restrictions on the bonus compensation and converting all post-employment payments in
stock and stock options to a cash present value) paid by the Company for each one-year
performance period (often referred to as the annual incentive program) to the
Employee for the three (3) most recent fiscal years ending prior to such Change in
Control pursuant to the Companys incentive and bonus plans or, if the relevant bonus
program has not existed for three (3) years preceding the Change of Control, an amount
equal to the estimated average bonus as calculated by the independent accounting firm
then performing the Companys independent audit, which calculation shall be conclusive.
  (i)
    
    maintain in full force and effect for the continued benefit of the Employee
medical insurance (including coverage for the Employees dependents to the extent
dependent coverage is provided by the Company for its employees generally) under such
medical insurance plans and programs in
 2




---



##### 



which the Employee was entitled to participate immediately prior to the date of such
termination of employment, provided that the Employees continued participation is
possible under the general terms and provisions of such plans and programs. During
such period, the Company will pay the Employees portion, if any, of such medical
insurance premiums that may be required, and the Employees termination of
employment at the beginning of the period shall not constitute a qualifying event
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). At the
conclusion of such period, the Employee shall be entitled to full rights to
continued medical insurance coverage as provided under COBRA, if eligible;(ii)
    
    permit the Employee to participate in all qualified retirement plans, including
without limitation the Companys pension plan and salary-reduction defined contribution
plan;(iii)
    
    maintain in full force and effect for the continued benefit of the Employee
the Employees life insurance (both basic and supplemental, if applicable); and(iv)
    
    maintain in full force and effect for the continued benefit of the Employee the
Employees short term disability and long term disability insurance policies.
 Provided however
    3




---



##### 



Appendix A
 II. COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION
    4




---



##### 



5




---



##### 



III. COVENANT NOT TO COMPETE
        6




---



##### 



IV. ACKNOWLEDGMENTS BY EMPLOYEE
  th
   7




---



##### 



V. MISCELLANEOUS
        IN WITNESS WHEREOF
 CT COMMUNICATIONS, INC.By:EMPLOYEE:(Seal)
 8




---



##### 



Appendix A
Change in Control Agreement
Waiver and Release Agreement
 CONFIDENTIAL WAIVER AND RELEASE AGREEMENT
        Payment of Compensation and Other Benefits
 Release et seq any age discrimination claims under the Age Discrimination in Employment Act
(ADEA), 29 U.S.C. § 621 et seq ., as amended by the Older Workers
Benefit Protection Act (OWBPA) (these laws prohibit age discrimination in employment
or benefits as to individuals forty years of age and older), (This release and waiver does not apply to
claims that may arise after the date you sign this Agreement or claims for the
enforcement of the Companys obligations under the CIC Agreement.)




---



##### 



NOTE: You have the right to consider this Agreement for twenty-one days before
accepting it. Before signing this Agreement, you are advised to consult with an
attorney of your choice, at your expense.
 Confidentiality
 Nondisparagement.
 No Admission
 Entire Agreement/Severability
 Controlling Law
 Effective Date
 Compliance with Older Workers Benefit Protection Act




---



##### 








---



##### 



EMPLOYEE:
 [ INSERT EMPLOYEE NAME]
 
 
 [ INSERT EMPLOYEE NAME]
       Notary PublicMy Commission Expires:
    
    
    
    [notary seal]
 COMPANY:
 By:Name:Title: