**Exhibit 10.12** **EMPLOYMENT SECURITY AGREEMENT**     THIS EMPLOYMENT SECURITY AGREEMENT (the “Agreement”) is entered into this                      day of                    , 200___, between Consolidated Communications Holdings, Inc., a Delaware corporation(the “Company”), and                                        (“Employee”).     Employee is employed by the Company or one of its wholly-owned subsidiaries (referred tocollectively as the “Company”) and the Company desires to provide certain security to Employee inconnection with any potential change in control of the Company. Accordingly, the Company andEmployee, for good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, hereby agree as follows:1. **Payments and Benefits Upon a Change in Control.**If within two (2) years after a Change inControl (as defined below), (i) the Company shall terminate Employee’s employment with theCompany without Cause (as defined below), or (ii) Employee shall voluntarily terminate suchemployment with Good Reason (as defined below), the Company shall provide the benefits and,within thirty (30) days of Employee’s Employment Termination (as defined below), make thepayments, described below. (a) Cash Payment. The Company shall make a lump sum cash payment toEmployee equal to [for Vice President-level employees, insert: “Employee’s annual basesalary” ] [for Director-level employees, insert: “one-half of Employee’s annual basesalary] at the rate in effect on the date of Employment Termination.  (b) Short-Year Bonus. The Company shall make a lump sum cash payment toEmployee equal to a pro rata portion (based on the date on which Employee’s EmploymentTermination occurs) of the average of the annual amounts paid to Employee under allannual cash-based incentive or bonus plans or arrangements of the Company, with respectto the last three full fiscal years of Employee’s participation in such plans orarrangements prior to Employment Termination. If Employee’s number of full fiscalyears of participation in any such plan or arrangement is less than three, the averageamount shall be calculated as the average of the annual amounts paid to Employee overthe number of full fiscal years of Employee’s participation in the plan or arrangement.  (c) Welfare Benefit Plans. With respect to each Welfare Benefit Plan (asdefined below), for the period beginning on Employee’s Employment Termination andending on the earlier of (i) [for Vice President-level employees, insert: “one year” ][for Director-level employees, insert: “six months” ] following Employee’s EmploymentTermination, or (ii) the date Employee becomes covered by a welfare benefit plan orprogram maintained by an entity other than the Company which provides coverage orbenefits at least equal, in all respects, to such Welfare Benefit Plan, Employee shallcontinue to participate in such Welfare Benefit Plan on the same basis and at the samecost to Employee as was the case immediately prior to the Change in Control, or, if anybenefit or coverage cannot be provided under a Welfare Benefit Plan because ofapplicable law or contractual provisions,
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   Employee shall be provided with substantially similar benefits and coverage forsuch period. Immediately following the expiration of the continuation periodrequired by the preceding sentence, Employee shall be entitled to continued grouphealth benefit plan coverage (so-called “COBRA coverage”) in accordance with Section4980B of the Internal Revenue Code of 1986, as amended (the “Code”), it beingintended that COBRA coverage shall be consecutive to the benefits and coverageprovided for in the preceding sentence. (d) Salary to Date of Employment Termination. The Company shall pay toEmployee any unpaid salary or other compensation of any kind earned with respect to anyperiod prior to Employee’s Employment Termination and a lump sum cash payment foraccumulated but unused vacation earned through such Employment Termination.2. **Definitions.**For purposes of this Agreement: (a) “Cause” shall mean: (i) the conviction of, pleading guilty to, or confessingor otherwise admitting to any felony or any act of fraud, misappropriation orembezzlement; (ii) the act or omission by Employee involving malfeasance or grossnegligence in the performance of Employee’s duties and responsibilities to the materialdetriment of the Company; or (iii) the breach of any provision of any code of conductadopted by the Company which applies to the Company if the consequence to suchviolation for any Employee subject to such code of conduct ordinarily would be atermination of his or her employment by the Company.  (b) (i) “Good Reason” shall exist if: a. there is any reduction after the ChangeEffective Date (as defined below) in Employee’s base salary and/orbonus opportunity without Employee’s express written consent;  b. there is any reduction after the ChangeEffective Date in the scope, importance or prestige of Employee’sduties, responsibilities or powers at the Company without Employee’sexpress written consent; or  c. the Company transfers Employee’s primary worksite to a new primary work site which is more than 30 miles (measuredalong a straight line) from Employee’s then current primary work siteunless such new primary work site is closer (measured along a straightline) to Employee’s primary residence than Employee’s then currentprimary work site. (ii) Notwithstanding the foregoing, no such act or omission shall betreated as “Good Reason” under this Agreement unless: a. (1) within 90 days of such act, Employeedelivers to the Director — Human Resources a detailed, writtenstatement of the basis for
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   Employee’s belief that such act or omission constitutes GoodReason, (2) Employee gives the Company a thirty (30) day period afterthe delivery of such statement to cure the basis for such belief and(3) Employee actually submits his or her written resignation to theDirector — Human Resources during the sixty (60) day period whichbegins immediately after the end of such thirty (30) day period; or  b. the Company states in writing to Employee thatEmployee has the right to treat any such act or omission as Good Reasonunder this Agreement and Employee actually submits his or her writtenresignation to the Director — Human Resources during the sixty (60)day period which starts on date such statement is actually delivered toEmployee. (c) “Change in Control” shall mean a change in control of the Company of a naturethat would be required to be reported in response to Item 6(e) of Schedule 14A ofRegulation 14A promulgated under the 1934 Act as in effect at the time of such “changein control”, provided that such a change in control shall be deemed to have occurred onthe earliest to occur of any of the following: (i) any “person” (as that term is used in Sections 13(d) and14(d)(2) of the 1934 Act), other than an “affiliate” (as that term is definedin Section 5 of Article IV of the Company’s amended and restated certificate ofincorporation) of Richard A. Lumpkin, is or becomes the beneficial owner (asdefined in Rule 13d-3 under the 1934 Act) directly or indirectly, of securitiesrepresenting a majority of the combined voting power for election of directorsof the then outstanding securities of the Company or any successor to theCompany;  (ii) during any period of two consecutive years or less, individualswho at the beginning of such period constitute the Board cease, for any reason,to constitute at least a majority of the Board, unless the election ornomination for election of each new director was approved by a vote of at leasttwo-thirds of the directors then still in office who were directors at thebeginning of the period;  (iii) the shareholders of the Company approve any reorganization,merger, consolidation or share exchange as a result of which the common stockof the Company shall be changed, converted or exchanged into or for securitiesof another corporation (other than a merger with a wholly-owned subsidiary ofthe Company) or any dissolution or liquidation of the Company or any sale orthe disposition of 50% or more of the assets or business of the Company; or  (iv) shareholders of the Company approve any reorganization, merger,consolidation or share exchange unless (A) the persons who were the
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   beneficial owners of the outstanding shares of the common stock of theCompany immediately before the consummation of such transaction beneficiallyown at least a majority of the outstanding shares of the common stock of thesuccessor or survivor corporation in such transaction immediately followingthe consummation of such transaction and (B) the number of shares of thecommon stock of such successor or survivor corporation beneficially owned bythe persons described in § 2(c)(iv)(A) immediately following theconsummation of such transaction is beneficially owned by each such personin substantially the same proportion that each such person had beneficiallyowned shares of the Company common stock immediately before the consummationof such transaction, provided (C) the percentage described in § 2(c)(iv)(A)of the beneficially owned shares of the successor or survivor corporationand the number described in § 2(c)(iv)(B) of the beneficially owned sharesof the successor or survivor corporation shall be determined exclusively byreference to the shares of the successor or survivor corporation whichresult from the beneficial ownership of shares of common stock of theCompany by the persons described in § 2(c)(iv)(A) immediately before theconsummation of such transaction. (d) “Change Effective Date” shall mean either the date which includes the “closing”of the transaction which makes a Change in Control effective if the Change in Controlis made effective through a transaction which has a “closing” or the date a Change inControl is reported in accordance with applicable law as effective to the Securitiesand Exchange Commission if the Change in Control is made effective other than through atransaction which has a “closing”.  (e) “Employment Termination” shall mean the effective date of: (i) Employee’svoluntary termination of employment with the Company with Good Reason; or (ii) thetermination of Employee’s employment by the Company without Good Cause.  (f) “Welfare Benefit Plan” shall mean each welfare benefit plan maintained orcontributed to by the Company, including, but not limited to a plan that provideshealth (including medical and dental), life, accident or disability benefits orinsurance, or similar coverage, in which Employee was participating immediately priorto the date of the Change in Control.3. **Payment Delayed in Certain Circumstances.**Notwithstanding anything in this Agreement to thecontrary, if at Employee’s Employment Termination Employee is a “Key Employee” as defined inSection 416(i) of the Internal Revenue Code (without reference to paragraph 5 thereof), to theextent any amounts payable to Employee pursuant to this Agreement are subject to Section 409Aof the Internal Revenue Code, payment of such amounts shall not be made until six monthsfollowing Employee’s Employment Termination.
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4. **Mitigation and Set-Off.**Employee shall not be required to mitigate Employee’s damages byseeking other employment or otherwise. Except as provided in Section 1(c)of this Agreement, the Company’s obligations under this Agreement shall not be reduced inany way by reason of any compensation or benefits received (or foregone) by Employee fromsources other than the Company after Employee’s Employment Termination, or any amounts thatmight have been received by Employee in other employment had Employee sought such otheremployment. Employee’s entitlement to benefits and coverage under this Agreement shallcontinue after, and shall not be affected by, Employee’s obtaining other employment afterhis Employment Termination, provided that any such benefit or coverage shall not befurnished if Employee expressly waives the specific benefit or coverage by giving writtennotice of waiver to the Company. 5. **Restrictive Covenants.**While Employee is employed by the Company and for one year followingany Employment Termination, Employee shall not be associated, directly or indirectly, as anemployee, proprietor, stockholder, partner, agent, representative, officer, or otherwise, withthe operation of any business that is competitive with any line of business of the Company forwhich Employee has provided substantial services, in any geographic area in which such line ofbusiness was active at the time of Employee’s Employment Termination, without the priorwritten consent of the Company, which shall not unreasonably be withheld. 6. **No Solicitation of Customers, Representatives, Agents or Employees.**Employee agrees that heshall not, while Employee is employed by the Company and for one year following any EmploymentTermination, directly or indirectly, in his individual capacity or otherwise, induce, cause,persuade, or attempt to do any of the foregoing in order to cause, any customer,representative, agent or employee of the Company to terminate such person’s relationship withthe Company or to violate the terms of any agreement between said customer, representative,agent or employee and the Company. 7. **Confidentiality.**Employee acknowledges that preservation of a continuing businessrelationship between the Company and its customers, representatives, and employees is ofcritical importance to the continued business success of the Company and that it is the activepolicy of the Company to guard as confidential the identity of its customers, trade secrets,pricing policies, business affairs, representatives and employees. In view of the foregoing,Employee agrees that he shall not, while employed by the Company and thereafter, without theprior written consent of the Company (which consent shall not be withheld unreasonably),disclose to any person or entity any information concerning the business of, or any customer,representative, agent or employee of, the Company which was obtained by Employee in the courseof his employment by the Company. This section shall not be applicable if and to the extentEmployee is required to testify in a legislative, judicial or regulatory proceeding pursuantto an order of Congress, any state or local legislature, a judge, or an administrative lawjudge. 8. **Assignment; Successors.**This Agreement may not be assigned by the Company without thewritten consent of Employee but the obligations of the Company under this Agreement shall bethe binding legal obligations of any successor to the Company by
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  merger, consolidation or otherwise, and in the event of any business combination or transaction that results in thetransfer or substantially all of the assets or business of the Company, the Company will causethe transferee to assume the obligations of theCompany under this Agreement. This Agreement may not be assigned by Employee duringEmployee’s life, and upon Employee’s death will inure to the benefit of Employee’s heirs,legatees and legal representatives of Employee’s estate. 9. **Withholding.**The Company may withhold from any payment that it is required to make underthis Agreement amounts sufficient to satisfy applicable withholding requirements under anyfederal, state or local law. 10. **Amendment or Termination.**This Agreement may be amended or terminated at any time by writtenagreement between the Company and Employee. 11. **Financing.**Cash and benefit payments under this Agreement shall constitute generalobligations of the Company. Employee shall have only an unsecured right to payment thereofout of the general assets of the Company. Notwithstanding the foregoing, the Company may, byagreement with one or more trustees to be selected by the Company, create a trust on suchterms as the Company shall determine to make payments to Employee in accordance with the termsof this Agreement. 12. **Interpretation.**The validity, interpretation, construction and performance of this Agreementshall be governed by the laws of the State of Illinois, without regard to the conflict of lawprinciples thereof. 13. **Severability.**In the event that any provision or portion of this Agreement shall bedetermined to be invalid or unenforceable for any reason, the remaining provisions of thisAgreement shall be unaffected thereby and shall remain in full force and effect. 14. **Other Agreements.**This Agreement supersedes and cancels any prior written or oral agreementsand understandings relating to the terms of this Agreement.IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year firstwritten above.       Consolidated Communications Holdings, Inc.        By:                    Its:     Employee       
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