Exhibit
10.14
 AMENDMENT
 OF
 EMPLOYMENT
AGREEMENT
  WHEREAS,
OTELCO TELEPHONE LLC (the “Company”) has previously entered into a Employment
Agreement (the “Agreement”) with Michael Weaver (the “Executive”) dated June 21,
2004, setting forth the terms and conditions of Executive’s employment with the
Company; and
  WHEREAS,
the Company and Executive desire to amend the Agreement to comply with the final
Treasury Regulations issued under Internal Revenue Code Section
409A.
  NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Agreement is hereby amended as
follows:
  1.
TERMINATION OF EMPLOYMENT. Effective December 31, 2008, Section 4 of the
Agreement is herby amended to add the following subsection (e) to the end of
such Section:
  (e)          Separation from
Service. The term “Termination” or “Termination of Employment” when used
in this Agreement shall mean a “Separation from Service” as such term is defined
using the default rules in Treasury Regulation Section 1.409A-1(h).
  2. OBJECTIVELY DETERMINABLE PAYMENT
DATE. Effective December 31, 2008, Section 5(c) of the Agreement is herby
amended to add the following to the end of such subsection:
  Commencement
of separation payments under this Agreement shall begin on the first payroll
date that occurs in the month that begins at least sixty (60) days after the
date of Executive’s Separation from Service (the “Starting Date”), provided that
Executive has satisfied the requirement to sign a release of claims. The first
payment on the Starting Date shall include those payments that would have been
previously paid if the payments of the severance compensation had begun on the
first payroll date following the date of Executive’s Separation from Service.
The Company shall provide to Executive a form of release of claims no later than
three (3) days following Executive’s date of Separation from Service. Executive
must execute and deliver the release of claims within fifty (50) days after
Executive’s date of Separation from Service. If Executive does not timely
execute and deliver to the Company such release, or if Executive does so, but
then revokes it if permitted by and within the time required by applicable law,
the Company will have no obligation to pay severance compensation to
Executive.
  
 3. DELAY FOR SPECIFIED EMPLOYEES.
Effective December 31, 2008, Section 5 of the Agreement is herby amended to add
the following subsection (d) to the end of such Section:
 (d)          Delay for Specified
Employees. If Executive is a “Specified Employee” within the meaning of
Section 409A of the Internal Revenue Code and determined pursuant to procedures
adopted by the Company at the time of Executive’s Separation from Service and
any amount that would be paid to Executive during the six-month period following
Separation from Service constitutes deferred compensation (within the meaning of
Section 409A), such amount shall not be paid to Executive until six months
following Executive’s Separation from Service. On the first regular payroll date
following the expiration of such six-month period (or if Executive dies during
the six month period, the first payroll date following death), all payments that
were delayed pursuant to the preceding sentence shall be paid to Executive in a
single lump sum and thereafter all payments shall be made as if there had been
no such delay. In addition, if Executive becomes entitled to severance
compensation, such payments shall be considered and are hereby designated as, a
series of separate payments for purposes of 409A. Further, all severance
compensation payable under this Agreement shall be paid by, and no further
severance compensation shall be paid or payable after December 31 of the second
calendar year in which Executive’s Separation from Service occurs.
  4. PAYMENT OF DEFERRED COMPENSATION –
SECTION 409A. Effective December 31, 2008, Section 5 of the Agreement is herby
amended to add the following subsection (e) to the end of such
Section:
  (e)          409A Compliance. To
the extent applicable, it is intended that the compensation arrangements under
this Agreement be in full compliance with Section 409A. This Agreement shall be
construed in a manner to give effect to such intention. In no event whatsoever
shall the Company or any of its affiliates be liable for any tax, interest or
penalties that may be imposed on Executive under Section 409A. Neither the
Company nor any of its affiliates have any obligation to indemnify or otherwise
hold Executive harmless from any or all such taxes, interest or penalties, or
liability for any damages related thereto.
  SAVINGS CLAUSE. Save and except as
herein expressly amended, the Agreement shall continue in full force and
effect.
 December,
      22, 2008
                OTELCO
      TELEPHONE LLC.By
                /s/
      Curtis L. Garner, Jr.Its
                CFOMichael
      Weaver/s/
      Michael Weaver
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