EXHIBIT
10.23


NEW
ULM TELECOM, INC.

EXECUTIVE EMPLOYMENT AGREEMENT


THIS EXECUTIVE AGREEMENT
(“Agreement”) is made and entered into as of the 21st day of March,
2012, by and between New Ulm Telecom, Inc. (the “Company”), and Curtis
Kawlewski (the “Executive”).


WITNESSETH:


WHEREAS,
the Company desires to provide the Executive with specified benefits in the
event of Executive’s termination of employment under certain circumstances and
to enter into mutual covenants in exchange for such benefits, and the Executive
desires to enter into this Agreement and to accept such benefits, subject to
the terms and provisions of this Agreement;


NOW,
THEREFORE, In consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive
(individually a “Party” and together the “Parties”) agree as follows:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Definitions.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 “Affiliate” of a person
 or other entity shall mean a person or other entity that directly or
 indirectly controls, is controlled by, or is under common control with the
 person or other entity specified.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 “Annual Incentive
 Award” shall mean the annual incentive compensation that may be paid to the
 Executive under the New Ulm Telecom Management Incentive Plan, as specified
 in Section 3 below and in the New Ulm Telecom Management Incentive Plan
 document.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 “Board” shall mean the
 Board of Directors of the Company.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 “Cause” shall mean:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 gross malfeasance of
 the Executive of a material nature;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 the Executive is
 convicted of a felony or pleads nolo contendere (i.e., no contest) or
 guilty to a felony under Minnesota law or other federal, state or local law;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (3)

 	
 willful misconduct of
 the Executive with regard to the Company having a material adverse effect on
 the Company; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (4)

 	
 refusal to, or failure
 to attempt in good faith to, perform the Executive’s duties or to follow the
 written legal direction of the Board.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 “Change of Control”
 shall mean the occurrence of any of the following events:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 the sale, exchange,
 lease or other disposition of all or substantially all of the assets of the
 Company to a person or group of related persons (as such terms are defined in
 Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934),

 


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  (2)

 	
 a merger or
 consolidation as a result of which 50% or more of the voting securities of
 the Company are held by third parties,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (3)

 	
 a sale to a third party
 of more than 50% of the voting securities of the Company,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (4)

 	
 a change in the
 composition of the Board such that the individuals who, as of the Effective
 Date, constitute the Board cease for any reason to constitute a majority of
 the Board; provided, however, that for purposes of this definition, any
 individual who becomes a member of the Board subsequent to the Effective
 Date, whose election, or nomination for election, by the Company’s
 stockholders was approved by a vote of at least a majority of those
 individuals who are members of the Board and who were also members of the
 Board as of the Effective Date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 “Disability” shall mean
 the definition of disability under the terms of the disability policy
 provided by the Company.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 “Effective Date” shall
 mean the date as of which this Agreement was entered into.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 H.

 	
 “Term of Agreement”
 shall mean the period specified in Section 2 below.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 I.

 	
 “Termination for Good
 Reason” shall mean termination by the Executive of his employment at the
 Executive’s initiative following the occurrence of any of the following
 events without his prior written consent:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 a reduction in the
 Executive’s base salary or other cash compensation or in his ability to
 participate in or to receive benefits from any welfare benefit and/or
 compensation plans without a counter-balancing increase in another element of
 Executive’s welfare benefits and/or total compensation package;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 a material diminution
 in the Executive’s duties or the assignment to the Executive of duties which
 are materially inconsistent with his duties or which materially impair the
 Executive’s ability to function as the Chief Financial Officer of the
 Company;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (3)

 	
 the relocation of the
 Company’s principal office, or the Executive’s own office location, as
 assigned to the Executive by the Company to a location more than 35 miles
 from New Ulm, Minnesota.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Term of
 Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Term of Agreement
 shall begin on the Effective Date, and shall extend to July 1, 2013, and then
 shall automatically renew for successive one (1) year terms, unless
 terminated on a written notice given by either Party 90-days prior to the
 Effective Date of the renewal period. Notwithstanding the foregoing, the Term
 of Agreement may be earlier terminated by either Party in accordance with the
 provisions of Section 5 below.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Salary and
 Incentive Compensation.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Base Salary. Base
 salary shall be paid at a rate of $145,000 per annum. This base salary may be
 increased, but not decreased, annually by the Board. The Board may consider
 the Executive’s performance, the financial strength of the Company, and the
 competitive market in determining salary increases each year.

 


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 B.

 	
 Incentive Compensation.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 The Executive may, at
 the Board’s discretion, be awarded incentive compensation under the New Ulm
 Telecom Management Incentive Plan, in the form of a cash incentive (Annual
 Incentive Award) on an annual basis.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 The target incentive
 for the Executive is 15% of base salary. The maximum incentive award payable
 under the plan is 30% of base salary (2 times the target). The minimum
 incentive award payable under the plan is $0.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (3)

 	
 Annual Incentive Awards
 are determined as described in the New Ulm Telecom Management Incentive Plan
 document, and are generally based on net income, operating revenue and
 customer service performance versus goal.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (4)

 	
 The Board will approve
 the Executive’s incentive plan goals for each year by the end of the first
 quarter of that year. After the fiscal year has been completed and
 performance results have been audited and approved by the Board, the Board
 will assess performance results versus goal. If available, Annual Incentive
 Awards are typically paid within two and one-half months following the end of
 the fiscal year.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Benefits.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Standard Benefits. The
 Executive shall be eligible to participate in standard employee benefit
 programs (including medical, dental, life and disability insurance, which
 shall be effective as of and from the date of the employment hereunder) as
 the Company shall maintain from time-to-time for the benefit of all
 employees.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Vacation. The Executive
 shall be entitled to four (4) weeks paid vacation and three (3) personal days
 per annum under the Company’s paid time off program for executives, and with
 such additional paid vacation time as the Board may reasonably determine or
 is consistent with the Company’s vacation policy as it exists from
 time-to-time. Unused vacation shall accrue on an annual basis and will be
 paid on termination. The maximum amount of vacation that may be paid on
 termination is equal to the annual accrual rate multiplied by 2, or 8 weeks.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Termination of Employment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A. 

 	
 Termination Due to
 Death. In the event that the Executive’s employment is terminated due to his
 death, the Executive’s estate or his beneficiaries, as the case may be, shall
 be entitled to the following benefits:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 Base salary through the
 end of the month in which death occurs;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 Annual Incentive Award
 for the year in which the Executive’s death occurs, equal to the target award
 for that fiscal year, payable in a single installment promptly after his
 death.

 


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 B.

 	
 Termination Due to
 Disability. In the event that the Executive’s employment is terminated due to
 his Disability, he shall be entitled to the following benefits:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 Disability benefits in accordance
 with the long-term disability program then in effect for the Executive;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 Base salary through the
 end of the month in which disability benefits commence;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (3)

 	
 Annual Incentive Award
 for the year in which the Executive’s termination occurs, equal to the target
 award for that fiscal year, payable in a single installment promptly after
 his termination.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Termination by the
 Company for Cause.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 A termination for Cause
 shall not take effect unless the provisions of this paragraph (1) are
 complied with. The Executive shall be given written notice by the Board of
 the intention to terminate him for Cause, such notice (A) to state in detail
 the particular act or acts or failure or failures to act that constitute the
 grounds on which the proposed termination for Cause is based and (B) to be
 given within six months of the Board learning of such act or acts or failure
 or failures to act. The Executive shall have 30 calendar days after the date
 that such written notice has been given to the Executive in which to cure
 such conduct, to the extent such cure is possible. If, at the end of the
 thirty day period, the Board confirms that, in its judgment, grounds for
 Cause on the basis of the original notice still exist, the Executive shall
 thereupon be terminated for Cause.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 In the event the
 Company terminates the Executive’s employment for Cause:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (a)

 	
 Executive shall be
 entitled to base salary through the date of the termination; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  (b)

 	
 The Executive will
 forfeit the Annual Incentive Award earned during the fiscal year in which he
 terminated.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Termination without
 Cause or Termination for Good Reason. In the event the Executive’s employment
 is terminated by the Company without Cause, other than due to Disability or
 death, or in the event there is a Termination for Good Reason, the Executive
 shall be entitled to the following benefits:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 Base salary through the
 date of termination;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 Base salary, at the
 annualized rate in effect on the date of termination, for a period of twelve
 (12) months following such termination.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Termination resulting
 from a Change in Control. If, within 12 months of a Change in Control, the
 Executive’s employment is terminated by the Company without Cause, other than
 due to Disability or death, or if there is a Termination for Good Reason, the
 Executive shall be entitled to receive the following benefits:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 Base salary through the
 date of termination;

 


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  (2)

 	
 Lump sum award equal to
 twelve (12) months of base salary, paid following termination.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Voluntary Termination;
 Retirement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 A termination of
 employment by the Executive on his own initiative, other than a termination
 due to death or Disability or a Termination for Good Reason or retirement
 following the end of the Term of Employment, shall have the same consequences
 as provided in Section 5(C)(2) for a termination for Cause. A voluntary
 termination under this Section 5(F) shall be effective 30 calendar days after
 prior written notice is received by the Company.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 No Mitigation; No
 Offset. In the event of any termination of employment under this Section 5,
 the Executive shall be under no obligation to seek other employment and there
 shall be no offset against amounts due the Executive under this Agreement on
 account of any remuneration attributable to any subsequent employment that he
 may obtain.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 H.

 	
 Nature of Payments. Any
 amounts due under this Section 5 are in the nature of severance payments
 considered to be reasonable by the Company and are not in the nature of a
 penalty.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Confidentiality.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 The Executive agrees
 that he will not, at any time during the Term of Agreement or thereafter,
 disclose or use any trade secret, proprietary or confidential information of
 the Company or any subsidiary or Affiliate of the Company, obtained during
 the course of his employment, except as required in the course of such
 employment or with the written permission of the Company or, as applicable,
 any subsidiary or Affiliate of the Company or as may be required by law,
 provided that, if the Executive receives legal process with regard to
 disclosure of such information, he shall promptly notify the Company and
 cooperate with the Company in seeking a protective order.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 The Executive agrees
 that at the time of the termination of his employment with the Company,
 whether at the instance of the Executive or the Company, and regardless of
 the reasons therefor, he will deliver to the Company, and not keep or deliver
 to anyone else, any and all notes, files, memoranda, papers and, in general,
 any and all physical matter containing information, including any and all
 documents significant to the conduct of the business of the Company or any
 subsidiary or Affiliate of the Company which are in his possession, except
 for any documents for which the Company or any subsidiary or Affiliate of the
 Company has given written consent to removal at the time of the termination
 of the Executive’s employment and his personal rolodex, phone book and
 similar items.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 The Executive agrees
 that the Company’s remedies at law would be inadequate in the event of a
 breach or threatened breach of this Section 6; accordingly, the Company shall
 be entitled, in addition to its rights at law, to an injunction and other
 equitable relief without the need to post a bond.

 


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 7.

 	
 Noncompetition and Nonsolicitation.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 During the Term of
 Agreement, and for a period of 12 months after the date the Executive’s
 employment terminates, the Executive shall not, without the prior approval of
 the Board, in the same or similar capacity, engage in or invest in, or aid or
 assist anyone else in the conduct of any business which directly competes
 with the business of the Company and its subsidiaries and Affiliates as
 conducted during the term hereof. If any court of competent jurisdiction
 shall determine that any of the provisions of this Section 7 shall not be
 enforceable because of the duration or scope thereof, the parties hereto
 agree that said court shall have the power to reduce the duration or scope of
 such provision to the extent necessary to make it enforceable and this
 Agreement in its reduced form shall be valid and enforceable to the extent
 permitted by law; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 During the Term of
 Agreement and for a period of 12 months after the date the Executive’s
 employment terminates, Executive shall not attempt, directly or indirectly,
 to induce any employee of the Company, or any subsidiary or any Affiliate
 thereof, to be employed or perform services elsewhere.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Subject to the
 provisions of Sections 7(A), 7(B) and 7(D) and notwithstanding any other
 provisions of this Agreement, any and all payments (except those made from
 Company-sponsored tax-qualified pension or welfare plans), benefits or other
 entitlements to which the Executive may be eligible in accordance with the
 terms hereof, may be forfeited, whether or not in pay status, at the
 discretion of the Company, if the Executive breaches the provisions as set
 forth in Section 7(A) or 7(B). The payments, benefits and other entitlements
 hereunder are being made in part in consideration of the obligations of this
 Section 7 and in particular the post-employment payments, benefits and other
 entitlements are being made in consideration of, and dependent upon,
 compliance with this Section 7.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Anything in Section
 7(C) to the contrary notwithstanding, no forfeiture or cancellation shall
 take place with respect to any payments, benefits or entitlements hereunder
 or under any other award agreement, plan or practice unless the Company shall
 have first given the Executive written notice of its intent to so forfeit, or
 cancel or pay out and Executive has not, within 30 calendar days of giving
 such notice, ceased such unpermitted activity, provided that the foregoing
 prior notice procedure shall not be required with respect to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (1)

 	
 An activity which the
 Executive initiated after the Company had informed the Executive in writing
 that it believed such activity violated Section 7(A) or 7(B);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  (2)

 	
 Any competitive
 activity regarding products or services which are part of a line of business
 which represents more than 5% of the Company’s consolidated gross revenues
 for its most recent completed fiscal year at the time the competitive
 activity commences.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Nothing in this Section
 7 shall prohibit the Executive from being a passive owner of not more than
 one percent of the outstanding common stock, capital stock and equity of any
 firm, corporation or enterprise so long as the Executive has no active
 participation in the management of business of such firm, corporation or
 enterprise.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Resolution of Disputes.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any disputes arising
 under or in connection with this Agreement shall be resolved by third party
 mediation of the dispute and, failing that, by binding arbitration, to be
 held in New Ulm, Minnesota, in accordance with the rules and procedures of
 the American Arbitration Association. Judgment upon the award rendered by the
 arbitrator(s) may be entered in any court having jurisdiction thereof. Each
 Party shall bear his or its own costs of mediation, arbitration or
 litigation, except that the Company shall bear all such costs if the
 Executive prevails in such mediation, arbitration or litigation on any
 material issue.

 


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 9.

 	
 Indemnification.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 The Company agrees that
 if the Executive is made a party, or is threatened to be made a party, to any
 action, suit or proceeding, whether civil, criminal, administrative or investigative
 (a “Proceeding”), by reason of the fact that he is or was a director, officer
 or employee of the Company or is or was serving at the request of the Company
 as a director, officer, member, employee or agent of another corporation,
 partnership, joint venture, trust or other enterprise, including service with
 respect to employee benefit plans, whether or not the basis of such
 Proceeding is the Executive’s alleged action in an official capacity while
 serving as a director, officer, member, employee or agent, the Executive
 shall be indemnified and held harmless by the Company to the fullest extent
 legally permitted or authorized by the Company’s certificate of incorporation
 or by-laws or resolutions of the Company’s Board of Directors or, if greater,
 by the laws of the State of Minnesota, against all cost, expense, liability
 and loss (including, without limitation, attorney’s fees, judgments, fines,
 ERISA excise taxes or other liabilities or penalties and amounts paid or to
 be paid in settlement) reasonably incurred or suffered by the Executive in
 connection therewith, and such indemnification shall continue as to the
 Executive even if he has ceased to be a director, member, employee or agent
 of the Company or other entity and shall inure to the benefit of the
 executive’s heirs, executors and administrators. The Company shall advance to
 the Executive all reasonable costs and expenses incurred by him in connection
 with a Proceeding within 30 calendar days after receipt by the Company of a
 written request for such advance. Such request shall include an undertaking
 by the Executive to repay the amount of such advance if it shall ultimately
 be determined that he is not entitled to be indemnified against such costs
 and expenses.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Neither the failure of
 the Company (including its Board, independent legal counsel or members) to
 have made a determination prior to the commencement of any proceeding
 concerning payment of amounts claimed by the Executive under Section 9(A)
 above that indemnification of the Executive is proper because he has met the
 applicable standard of conduct, nor a determination by the Company (including
 its Board, independent legal counsel or members) that the Executive has not
 met such applicable standard of conduct, shall create a presumption that the
 Executive has not met the applicable standard of conduct.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 The Company agrees to
 continue and maintain a directors’ and officers’ liability insurance policy
 covering the Executive to the extent the Company provides such coverage for
 its other executive officers.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Assignability;
 Binding Nature.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Agreement shall be
 binding upon and inure to the benefit of the Parties and their respective
 successors, heirs (in the case of the Executive) and assigns. Rights or obligations
 of the Company under this Agreement may be assigned or transferred by the
 Company pursuant to a merger or consolidation in which the Company is not the
 continuing entity, or the sale or liquidation of all or substantially all of
 the assets of the Company, provided that the assignee or transferee is the
 successor to all or substantially all of the assets of the Company and such
 assignee or transferee assumes the liabilities, obligations and duties of the
 Company, as contained in this Agreement, either contractually or as a matter
 of law. The Company further agrees that, in the event of a sale of assets or
 liquidation as described in the preceding sentence, it shall take whatever
 action it reasonably can in order to cause such assignee or transferee to
 expressly assume the liabilities, obligations and duties of the Company
 hereunder. No rights or obligations of the Executive under this Agreement may
 be assigned or transferred by the Executive other than his rights to
 compensation and benefits, which may be transferred only by Will or operation
 of law.

 


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 11.

 	
 Representation.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company represents
 and warrants that it is fully authorized and empowered to enter into this
 Agreement and that the performance of its obligations under this Agreement
 will not violate any agreement between it and any other person, firm or
 organization. The Executive represents that the performance of his
 obligations under this Agreement will not violate any agreement between him
 and any other person, firm or organization that would be violated by the
 performance of his obligations under this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Entire Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Agreement contains
 the entire understanding and agreement between the Parties concerning the
 subject matter hereof and supersedes all prior agreements, understandings,
 discussions, negotiations and undertakings, whether written or oral, between
 the Parties with respect thereto.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Amendment or Waiver.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 No provision in this
 Agreement may be amended unless such amendment is agreed to in writing and
 signed by the Executive and an authorized officer of the Company. No waiver
 by either Party of any breach by the other Party of any condition or
 provision contained in this Agreement to be performed by such other Party
 shall be deemed a waiver of a similar or dissimilar condition or provision at
 the same or any prior or subsequent time. Any waiver must be in writing and
 signed by the Executive and approved by the Board.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Severability.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In the event that any
 provision or portion of this Agreement shall be determined to be invalid or
 unenforceable for any reason, in whole or in part, the remaining provisions
 of this Agreement shall be unaffected thereby and shall remain in full force
 and effect to the fullest extent permitted by law so as to achieve the
 purposes of this Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Survivorship.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as otherwise
 expressly set forth in this Agreement, the respective rights and obligations
 of the Parties hereunder shall survive any termination of the Executive’s
 employment. This Agreement itself (as distinguished from the Executive’s
 employment) may not be terminated by either Party without the written consent
 of the other Party.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 References.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In the event of the
 Executive’s death or a judicial determination of his incompetence, reference
 in this Agreement to the Executive shall be deemed, where appropriate, to
 refer to his beneficiary, estate or other legal representative.

 


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 17.

 	
 Governing Law/Jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Agreement shall be
 governed in accordance with the laws of Minnesota without reference to
 principles of conflicts of laws.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 18.

 	
 Notices.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All notices and other
 communications required or permitted hereunder shall be in writing and shall
 be deemed given when (a) delivered personally, (b) sent by certified or
 registered mail, postage prepaid, return receipt requested or (c) delivered
 by overnight courier (provided that a written acknowledgment of receipt is
 obtained by the overnight courier) to the Party concerned at the address
 indicated below or to such changed address as such Party may subsequently
 give such notice of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 If to the Company:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 New Ulm Telecom, Inc.

 
	
  

 	
  

 	
  

 	
 27 North Minnesota Street

 
	
  

 	
  

 	
  

 	
 New Ulm, MN 56073

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 ATTENTION:

 
	
  

 	
  

 	
  

 	
 Perry Meyer

 
	
  

 	
  

 	
  

 	
 Board of Directors, Compensation Committee Chair

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 If to the Executive:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Curtis Kawlewski

 
	
  

 	
  

 	
  

 	
 c/o NU Telecom, Inc.

 
	
  

 	
  

 	
  

 	
 27 North Minnesota Street

 
	
  

 	
  

 	
  

 	
 New Ulm, MN 56073

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 19.

 	
 Headings.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The headings of the
 sections contained in this Agreement are for convenience only and shall not
 be deemed to control or affect the meaning or construction of any provision
 of this Agreement.

 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement to be effective as of the date first
written above.


NEW ULM
TELECOM, INC.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
 /s/ James P. Jensen



 	
  

 	
 Dated:

 	
 March 21, 2012



 	
  

 
	
  

 	
 James P. Jensen, Chairman of the Board

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Curtis O. Kawlewski



 	
  

 	
 Dated:

 	
 March 21, 2012



 	
  

 
	
  

 	
 Curtis O. Kawlewski/CFO

 	
  

 	
  

 	
  

 	
  

 


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