EXHIBIT 10.4.1


New Ulm Telecom, Inc.

Amended Management Incentive Plan


Plan Summary


	
  

 	
  

 	
  

 
	
  

 	
 Section I. Purpose

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 The purpose of the
 Management Incentive Plan (the “Plan”) is to enable New Ulm Telecom, Inc.
 (the “Company”) to motivate its executive officers to achieve key financial
 and strategic objectives. This Plan is effective beginning with the 2006
 fiscal year and will continue until the Company amends, revises or terminates
 the Plan.

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 Section II. Eligibility Criteria

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Plan participants are
 selected by the Compensation Committee of the Board of Directors (the
 “Committee”). Eligible participants include the following:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Chief Executive Officer

 	
  

 
	
  

 	
 •

 	
 Chief Operating Officer

 	
  

 
	
  

 	
 •

 	
 Chief Financial Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Participants in the Management
 Incentive Plan are not eligible for participation in the Employee Incentive
 Plan. 

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 Section III. Award Levels

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 Participants have the
 opportunity to earn cash payments under the Plan based on the achievement of
 pre-established financial and non-financial objectives for the fiscal year.
 Awards are determined as described in Section IV, and award targets are
 expressed as a percentage of the participant’s base salary. 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 The minimum individual
 award for any fiscal year is 0%. The target and maximum individual awards are
 as follows:

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Position

 	
  

 	
 Target
 Award

 	
  

 	
 Maximum
 Award

 
	
  

 	
 Chief Executive Officer

 	
  

 	
 20% of base salary

 	
  

 	
 40% of base salary

 
	
  

 	
 Chief Operating Officer

 	
  

 	
 15% of base salary

 	
  

 	
 30% of base salary

 
	
  

 	
 Chief Financial Officer

 	
  

 	
 15% of base salary

 	
  

 	
 30% of base salary

 






	
  

 	
  

 	
  

 
	
  

 	
 As listed in the above
 table, the maximum individual awards are equal to two times [2x] the target
 award. 

 	
  

 


33









	
  

 	
  

 	
  

 
	
  

 	
 Section IV. Award Calculation &
 Determination

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 Awards are calculated
 and determined based on the following three Company objectives1.
 The award formula is weighted according to each of the percentages listed
 below.

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Operating Income before Income Taxes, Depreciation
 and Amortization (OIBITDA)

 	
  

 	
 60% weight

 	
  

 
	
  

 	
 2.

 	
 Operating Revenue

 	
  

 	
 25% weight

 	
  

 
	
  

 	
 3.

 	
 Customer Service (up time, customer survey results,
 customer retention)

 	
  

 	
 15% weight

 	
  

 
	
  

 	
  

 	
 Total
 Weighting

 	
  

 	
 100%

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 Performance
 Minimums and Maximums

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Performance results
 must be at least 80% of goal in order to produce any award. In addition, no
 awards will be paid if OIBITDA performance is less than 80% of goal.
 Maximum awards are paid for goal achievement of 120% and above.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Performance
 & Award Multiple Table

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 As indicated in the
 following table, the percent of goal achievement determines the award
 percentage for each of the identified objectives. This table assumes an individual incentive target equal to 15% of
 base pay.

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 % of Goal

 Achievement

 	
  

 	
 OIBITDA

 	
 +

 	
 Operating

 Revenue
 Award

 	
 +

 	
 Customer

 Service
 Award

 	
 =

 	
 Total Award

 Multiple

 	
  

 
	
  

 	
 120%+

 	
  

 	
 18.0%

 	
  

 	
 7.5%

 	
  

 	
 4.5%

 	
  

 	
 30.0%

 	
  

 
	
  

 	
 110%

 	
  

 	
 13.5%

 	
  

 	
 5.63%

 	
  

 	
 3.38%

 	
  

 	
 22.51%

 	
  

 
	
  

 	
 100% 

 	
  

 	
 9.0% 

 	
  

 	
 3.75% 

 	
  

 	
 2.25% 

 	
  

 	
 15.0% 

 	
  

 
	
  

 	
 90%

 	
  

 	
 6.75%

 	
  

 	
 2.79%

 	
  

 	
 1.71%

 	
  

 	
 11.25%

 	
  

 
	
  

 	
 80%

 	
  

 	
 4.5%

 	
  

 	
 1.88%

 	
  

 	
 1.13%

 	
  

 	
 7.51%

 	
  

 
	
  

 	
 <80%

 	
  

 	
 0%

 	
  

 	
 0%

 	
  

 	
 0%

 	
  

 	
 0%

 	
  

 




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Awards are prorated between levels of performance.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Award Examples

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Annual Base Pay:

 	
 $70,000

 	
  

 
	
  

 	
 Incentive Target:

 	
 15% or $10,500

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 OIBITDA:

 	
   90% of goal

 	
  

 
	
  

 	
 Operating Revenue:

 	
 110% of goal

 	
  

 
	
  

 	
 Customer Service:

 	
 100% of goal

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (90% *
 0.60) + (110% * 0.25) + (100% * 0.15) = (6.75%) + (5.63%) + (2.25%) = 14.63%

 	
  

 
	
  

 	
 14.63% x $70,000
 = $10,241.00

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1
 Financial measures generally refer to figures reported in the Company’s
 audited income statement; however, all measures for the Plan are subject to
 the definition and interpretation of the Board of Directors, including the
 ability to make adjustments for extraordinary items as deemed appropriate by
 the Board of Directors.

 	
  

 


34









	
  

 	
  

 	
  

 
	
  

 	
 Section V.
 Plan Administration

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 The Plan is
 administered by the Compensation Committee of the Board of Directors. 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Awards are generally
 determined as described in Section IV, however, the Committee reserves the
 right to modify the calculations at its discretion. Reasons for modification
 may include (but are not limited to) acquisitions or sales of businesses,
 below target financial performance and/or external economic factors.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Any awards that are
 earned under the Plan will be paid no later than March 15 following the year
 in which the awards are earned. If, however, the Company has not completed
 the process of determining the final awards under the Plan by March 15, then
 the Company will pay the awards as soon as practical after March 15, but
 within the same calendar year. Participants need to be employed through the
 last date of the fiscal year in order to receive any award for that year
 (unless otherwise specified in the Executive’s employment agreement).
 Notwithstanding the foregoing, any award earned by a Participant who is a
 “specified employee” under Treas. Reg. §1.409A-1(i) shall be paid, without
 interest, on the first day following six months after the Participant’s
 “separation from service” under Treas. Reg. §1.409A-1(h). For purposes of
 determining specified employees, the identification date shall be December 31
 and the effective date shall be the following April 1.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Section VI.
 Progress Reports & Insider Information

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Quarterly progress
 reports will be given to all employees upon filing of the Company’s 10Q with
 the Securities and Exchange Commission. This will take place no more than 45
 days after any given quarter except year-end (see Plan Administration). Any
 information given out prior to a public report (such as a 10Q) is considered
 inside information. 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 All employees must be
 aware that forecast information is proprietary in nature and must not be
 disclosed. If this information is disclosed, not only could it be a
 competitive disadvantage for the Company, but the employee disclosing such
 information could be liable for passing insider information.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Section VII.
 Participant Rights

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 This Plan is not
 intended to be a contract of employment. Both the Participant and the Company
 have the right to end their employment relationship with or without cause or
 notice.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 VIII. Amendment & Termination

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Except as otherwise
 stated in this plan, the Company reserves the power to amend or wholly revise
 the Plan, prospectively, at any time with or without prior notice.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 The Company may
 terminate the Plan at any time and reserves the right to interpret all
 provisions of the Plan. The terms of this document shall supersede all terms
 and provisions of any and all such prior plan documents.

 	
  

 


35