ex10-15.htm


    
      
        

      

    

    Exhibit
10.15

     

     

    EMPLOYEE
AGREEMENT

    
      
        	 
      	 
      	 
      
	
                TO:

              	
                Robert
      Sousa

              	
                As
      of July 30, 2002

              


      

    

     

              This
Employee Agreement (the “Agreement”) is intended to state the terms of your
employment with Pine Tree Holdings, Inc. (the “Company”). The Company hereby
agree with you as follows:

    
      
        	 
      	 
      	 
      	 
      
	
                1.

              	
                Position and
      Responsibilities.

              
	 
      	 
      	 
      	 
      
	
                         
        1.1          You shall
      serve as President of the Company, a wholly owned subsidiary of Country
      Road Communications, LLC (“Country Road”), and shall perform the duties
      customarily associated with such capacity from time to time and at such
      place or places as the Company shall designate as appropriate and
      necessary in connection with such employment. You shall report to the CEO
      of Country Road.

              
	 
      	 
      	 
      	 
      
	
                         
         1.2          You
      will, to the best of your ability, devote your full time (as described in
      Exhibit A)
      and best efforts to the performance of your duties hereunder and the
      business and affairs of the Company. You agree to perform such duties as
      may be assigned to you by or on authority of the Company’ Boards of
      Directors from time to time.

              
	 
      	 
      	 
      	 
      
	
                            
      1.3          You will duly,
      punctually, and faithfully perform and observe any and all rules and
      regulations that the Company may now, or shall hereafter, establish
      governing the conduct of its business.

              
	 
      	 
      	 
      	 
      
	
                         
         1.4          The
      Company will provide you the same indemnification rights as are afforded
      all officers and directors of the Company with respect to your duties and
      responsibilities described herein.

              
	 
      	 
      	 
      	 
      
	
                2.

              	
                Term of
      Employment.

              
	 
      	 
      	 
      	 
      
	
                            
      2.1          The term of this
      Agreement shall be for the term set forth on Exhibit A,
      annexed hereto, commencing on July 30, 2002. Your employment with the
      Company may be terminated at any time as provided
  herein.

              
	 
      	 
      	 
      	 
      
	
                             
      2.2          The Company
      shall have the right, on written notice to you, to terminate your
      employment:

              


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
          
            
              	 
      	 
      	
                      (a)

                    	
                      immediately
      at any time for Cause (as hereinafter defined); or

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      (b)

                    	
                      at
      any time without Cause; provided that if your termination is without
      Cause, the Company shall (i) pay you all salary accrued but unpaid as of
      the termination date, and (ii) within ninety (90) days following
      termination, pay you a lump-sum amount equivalent to twelve months month’s
      Base Salary (as defined in Exhibit A), and any accrued bonus, less
      applicable taxes and other required withholdings and any amounts you may
      owe to the
Company.

                    


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	 
      	 
      
	
                               
      2.3          For
      purposes of Section 2.2, the term “Cause” shall
  mean:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (a)

                	
                  your
      failure or refusal to perform the services specified herein, or to carry
      out any reasonable and lawful directions of the Board of Directors of the
      Company with respect to the services to be rendered, or the manner of
      rendering such services by you;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (b)

                	
                  conviction
      of a felony;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (c)

                	
                  fraud
      or embezzlement involving the assets of the Company, its customers,
      suppliers, or affiliates, or other dishonest act or deliberate attempt to
      injure the Company;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (d)

                	
                  gross
      negligence or willful misconduct;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (e)

                	
                  inability
      for a continuous period of at least ninety (90) days in the aggregate
      during any 360 day period to perform duties hereunder due to a physical or
      mental disability that is incapable of reasonable accommodation under
      applicable law, including but not limited to the Americans with
      Disabilities Act of 1990, as amended; or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (f)

                	
                  breach
      of any term of this
Agreement.

                


        

      

    

     

    Any
dispute, controversy, or claim arising out of; in connection with, or in
relation to this definition of “Cause” shall be settled by arbitration as
provided in the Agreement.

     

                 
2.4          You shall have the
right to terminate this Agreement upon not less than sixty (60) days’ prior
written notice to the Company.

     

    3.        
Compensation. Except as otherwise provided
in this Agreement, you shall receive the compensation and benefits set forth on
Exhibit A
hereto for all services to be rendered by you hereunder.

     

    4.        
Other
Activities During Employment. You hereby agree that during
your employment hereunder, you will not, directly or indirectly, engage (a)
individually, (b) as an officer, (c) as a director, (d) as an employee, (e) as a
consultant, (f) as an advisor, (g) as an agent (whether a salesperson or
otherwise), (h) as a broker, or (i) as a partner, co-venturer, stockholder, or
other proprietor owning directly or indirectly more than one percent (1%)
interest in any firm, corporation, partnership, trust, association, or other
organization that is engaged in the acquisition or operation of rural telephone
Company in direct geographical competition with the Company or Country Road, or
any other line of business engaged in by the Company or Country Road (such firm,
corporation, partnership, trust, association, or other organization being
hereinafter referred to as a “Prohibited Enterprise”). You hereby represent that
you are not engaged in any of the foregoing capacities (a) through (i) in any
Prohibited Enterprise.


    
      
         


      

      
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    5.
         Former
Employers. You
represent and warrant that your employment by the Company will not conflict
with, and will not be constrained by, any prior or current employment or
consulting agreement, or any other relationship whether oral or written. You
represent and warrant that you do not possess confidential information arising
out of any such employment agreement, consulting agreement, or relationship
which, in your best judgment, would be utilized in connection with your
employment by the Company.

     

    6.
         Proprietary
Information and Inventions. You agree to execute,
deliver, and be bound by the provisions of the Proprietary Information and
Inventions Agreement attached hereto as Exhibit B.

     

    7.
         Post-Employment
Activities.

     

                
7.1           For a period of
one (1) year (or for a lesser period should the Company so determine) after the
termination or expiration, for any reason, of your employment with the Company
hereunder (the “Non-Compete Period”), absent the Company’ prior written
approval, you will not directly or indirectly engage in activities similar or
reasonably related to those in which you shall have engaged hereunder during the
one (1) year immediately preceding such termination or expiration, nor render
services similar or reasonably related to those which you shall have rendered
hereunder during such one (1) year, for any person or entity whether now
existing or hereafter established which directly competes with (or proposes or
plans to directly geographically compete with) the Company (a “Direct
Competitor”) in any line of business engaged in or under development by the
Company; nor shall you entice, induce, or encourage, directly or indirectly, any
of the Company’ other employees to engage in any activity which, were it done by
you, would violate any provision of the Proprietary Information and Inventions
Agreement, or this Section 7. As used in this Section 7.1, the term “any line of
business engaged in or under development by the Company” shall be applied as at
the date of termination of your employment, or, if later, as at the date of
termination of any post-employment consultation.

     

                
7.2           During the
Non-Compete Period, you agree that you will not, directly or indirectly: (i)
attempt to contact, recruit, or solicit any customers of the Company; (ii) enter
into any agreement with any party to recruit or solicit such customers; (iii)
request any customers of the Company to curtail or cancel their business with
the Company; (iv) induce any employee of the Company to leave the Company’
employment; (v) assist any other person or entity in requesting or inducing any
such employee of the Company to leave such employment; (vi) induce or
attempt to induce any employee of the Company to join with you in any capacity,
direct or indirect; or (vii) disclose to anyone or publish or use any names of
any customers of the Company or any proprietary, secret, or confidential
information of the Company (which, for the purposes hereof, shall be as
described or defined in the Proprietary Information and Inventions
Agreement).

     

    8.
         Remedies. Your obligations under the
provisions of Sections 5, 6, and 7 of this Agreement shall survive the
expiration or termination of your employment (whether through your resignation
or otherwise). You acknowledge that a remedy at law for any breach or threatened
breach by you of the provisions of the Proprietary Information and Inventions
Agreement or Section 7 would be inadequate, and you therefore agree that the
Company shall be entitled to injunctive relief in case of any such breach or
threatened breach.


    
      
         


      

      
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    9.
         Assignment. This Agreement and the
rights and obligations of the parties hereto shall bind and inure to the benefit
of any successor or successors of the Company by reorganization, merger, or
consolidation, and any assignee of all or substantially all of its business and
properties, but, except as to any such successor or assignee of the Company,
neither this Agreement nor any rights or benefits hereunder may be assigned by
the Company or by you, except by operation of law.

     

    10.
       Interpretation. IT IS THE INTENT OF THE
PART1E.S THAT in case any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein. MOREOVER, IT IS THE INTENT OF THE PARTIES THAT in
case any one or more of the provisions contained in this Agreement shall for any
reason be held to be excessively broad as to duration, geographical scope,
activity, or subject, such provision shall be construed by limiting and reducing
it as determined by a court of competent jurisdiction, so as to be enforceable
to the extent compatible with applicable law.

     

    11.
       Notices. Any notice which the Company
are required to or may desire to give you shall be given by personal delivery,
or registered or certified mail, return receipt requested, addressed to you at
your address of record with the Company, or at such other place as you may from
time to time designate in writing. Any notice which you are required or may
desire to give to the Company hereunder shall be given by personal delivery, or
by registered or certified mail, return receipt requested, addressed to the
Company at their principal offices, or at such other offices as the Company may
from time to time designate in writing. The date of personal delivery or the
date of making any notice under this Section shall be deemed to be the date of
delivery thereof.

     

    12.
       Waivers. If either party should waive
any breach of any provision of this Agreement, such party shall not thereby be
deemed to have waived any preceding or succeeding breach of the same or any
other provision of this Agreement.

     

    13.
       Complete
Agreement; Amendments. This Agreement, including
Exhibits A, and
B, attached
hereto, is the entire agreement of the parties with respect to the subject
matter hereof, superseding any previous oral or written communications,
representations, understandings, or employment agreements with the Company, or
any affiliate, agent, officer, or representative thereof. Any amendment to this
Agreement, or waiver by the Company of any right hereunder, shall be effective
only if evidenced by a written instrument executed by the parties hereto, upon
authorization of the Boards of Directors of the Company.

     

    14.
       Headings. The headings of the Sections
hereof are inserted for convenience and shall not be deemed to constitute a part
hereof, or to affect the meaning of this Agreement in any way.

     

    15.
       Counterparts. This Agreement may be signed
in two counterparts, each of which shall be deemed an original and both of which
together shall constitute one agreement.

     

    16.
       Governing
Law. This
Agreement shall be governed by and construed under the internal laws of the
State of Delaware, excluding its conflict of law principles.


    
      
         


      

      
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    17.
       Independent
Advice. You
hereby acknowledge that you have been advised of the opportunity available to
you to seek and obtain the advice of legal counsel and financial advisors of
your own choosing prior to and in connection with your execution of this
Agreement. In addition, you hereby affirm that you have either obtained such
advice or knowingly and willingly decided to forego the opportunity to avail
yourself of such advice.

     

    18.
       Arbitration. In the event of any dispute,
controversy or claim arising out of or relating to this Agreement, or concerning
the respective rights or obligations of the parties, the parties agree to try in
good faith to settle the dispute, controversy or claim for a period of at least
thirty (30) days from receiving written notice of the nature of the dispute.
Within ten (10) days after such written notice is received, or by mutual
agreement, one or more representatives of each of the parties shall meet at the
Company offices to attempt to amicably resolve the dispute. In the event that
any such dispute, controversy or claim is not resolved in such time, the parties
agree to submit the matter to arbitration administered by the American
Arbitration Association in accordance with its then existing Commercial
Arbitration Rules. The arbitration shall take place before a single arbitrator
in the Borough of Manhattan, New York, New York, and in no other place. The
decision of the arbitrator in the matter shall be final and binding upon the
parties and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. The parties agree that the arbitrator may
award (i) compensatory damages and reasonable attorneys’ fees and expenses to
the prevailing party in such arbitration, but shall have no authority to award
punitive, consequential, indirect, incidental or special damages, and
(ii) any equitable remedy including specific performance or injunctive
relief, that the arbitrator deems appropriate. Except as required by law, the
parties and an arbitrator shall keep the existence, content and results of any
arbitration hereunder strictly confidential and shall not disclose such
existence, content or results without the prior written consent of all parties
involved. The arbitration provision contained in this Section 18 does not
prevent any party from seeking injunctive relief from a court in order to
preserve the status quo or from bringing suit in a court to enforce any
arbitration award. To the extent such remedies are sought, any and all
proceedings arising out of this agreement shall be brought in the State or
Federal Courts of the State of New York located in the Borough of Manhattan, and
each party hereby submits to and accepts the exclusive jurisdiction of such
courts for the purpose of such proceedings.

     

    [Remainder
of Page Intentionally Blank / Signature Page Follows]


    
      
         


      

      
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    If you
are in agreement with the foregoing, please sign your name below, whereupon this
Agreement shall become binding in accordance with their terms. Please then
return this Agreement to the Company. (You may retain for your records the
accompanying counterpart of this Agreement enclosed herewith).

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              PINE
      TREE HOLDINGS, INC.

            
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Thomas Mendenhall

            
	 
      	
              Title:

            	
              VP

            
	 
      	 
      
	
              Accepted
      and Agreed:

            	 
      
	 
      	 
      
	
              /s/ Robert
      Souza

            	 
      	 
      
	
              Robert
      Souza

            	 
      


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    EMPLOYMENT
TERM, COMPENSATION, AND BENEFITS

    OF

    ROBERT
SOUSA

    
      	 
      	 
      	 
      
	
              1.

            	
              Term. The term of the Agreement to which this
      Exhibit A is annexed and incorporated shall be the period starting July
      30, 2002, through and including July 29, 2007 (the “Anniversary
      Date”). The employment term will be automatically extended in one-year
      increments unless terminated in writing at least ninety (90) days prior to
      the Anniversary Date by either party.

            
	 
      	 
      	 
      
	
              2.

            	
              Principal
      Place of Business. Your principal location will be Portland, Maine,
      with travel to various locations as directed by the Company from time to
      time. You will be on the Company’ payroll, and subject to the employment
      practices and benefits of the Company.

            
	 
      	 
      	 
      
	
              3.

            	
              Compensation.

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              Base
      Salary. Your Base Salary shall be $114,000.00 per annum, payable in
      accordance with the Company’ payroll policies.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Bonus.
      You will be eligible for an annual target bonus between twenty percent
      (20%) and fifty percent (50%) of your Base Salary (the “Bonus”). The
      criteria upon which such Bonus will be based, and the determination of the
      amount of the Bonus will be made by the Company’ Boards of Directors in
      their sole discretion.

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              Incentive
      Share Purchase. Pursuant to an Incentive Share Purchase Agreement,
      you shall be issued 200,000 Series C shares representing membership
      interests in Country Road, on terms and conditions approved by Country
      Road’s Board of Directors.

            
	 
      	 
      	 
      
	
              4.

            	
              Vacations.
      You shall be entitled to a total of three (3) weeks paid vacation/sick
      time, in addition to paid holidays for New Year’s Day, Memorial Day,
      Independence Day, Labor Day, Thanksgiving and the following Friday,
      Christmas and Christmas Eve, all in accordance with the Company policies,
      as they may change from time to time.

            
	 
      	 
      	 
      
	
              5.

            	
              Insurance
      and Benefits. You shall be eligible for participation in all health
      and insurance benefit plans that may be established by the Company, or
      which the Company are required to maintain by law. You shall also be
      entitled to participate in any employee benefit programs which the Company
      may establish for its key employees or for its employees generally,
      including, but not limited to other insurance policies, bonuses, and stock
      purchase or option plans.

            


    


    
      
         


      

      
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              6.

            	
              Automobile
      Allowance. The Company shall provide you with an automobile for
      business and personal use. Reimbursement for insurance, maintenance and
      other expenses will be in accordance with the Company’ policies, as may be
      changed from time to time.

            
	 
      	 
      	 
      
	
              7.

            	
              Full
      Time. To be entitled to the benefits described in the Agreement to
      which this Exhibit is annexed and incorporated, you shall devote 100% of
      your working time to the
Company.

            


    


    
      
         


      

      
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    EXHIBIT
B

     

    PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT

    
      
        	 
      	 
      	 
      
	
                To:

              	
                Pine
      Tree Holdings, Inc.

              	
                As
      of July 30, 2002

              


      

    

     

                
The undersigned, in consideration of and as a condition of my services to you
and/or to Company which you own, control, or are affiliated with, or their
successors in business (collectively, the “Company”), hereby agrees as follows
(capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Employment Agreement between myself and the Company,
dated July 30, 2002):

     

                 
1.           
Confidentiality. I agree to keep
confidential, except as the Company may otherwise consent in writing, and,
except for the Company’ benefit, not to disclose or make any use of at any time
either during or subsequent to my employment, any Inventions (as hereinafter
defined), trade secrets, confidential information, knowledge, data, or other
information of the Company relating to products, processes, know-how, designs,
formulas, test data, customer lists, business plans, marketing plans and
strategies, pricing strategies, or other subject matter pertaining to any
business of the Company or any of its affiliates, which I may produce, obtain,
or otherwise acquire during the course of my employment, except as herein
provided. I further agree not to deliver, reproduce, or in any way allow any
such trade secrets, confidential information, knowledge, data, or other
information, or any documentation relating thereto, to be delivered to or used
by any third parties without specific direction or consent of a duly authorized
representative of the Company.

     

                
2.           
Conflicting
Employment; Return of Confidential Material. I agree that during my
employment with the Company I will not engage in any other employment,
occupation, consulting, or other activity relating to the business in which the
Company is now or may hereafter become engaged, or which would otherwise
conflict with my obligations to the Company. In the event my employment with the
Company terminates for any reason whatsoever, I agree to promptly surrender and
deliver to the Company all property, records, materials, equipment, drawings,
documents, and data of the Company which I may obtain or produce during the
course of my employment, and I will not take with me any description containing
or pertaining to any confidential information, knowledge or data of the Company
which I may produce or obtain during the course of my employment.

     

                
3.             Assignment of
Inventions.

     

                                
3.1    I
hereby acknowledge and agree that the Company are the owner of all Inventions.
In order to protect the Company’ rights to such Inventions, by executing this
Agreement I hereby irrevocably assign to the Company all my right, title, and
interest in and to all Inventions to the Company.


    
      
         


      

      
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                           3.2     For
purposes of this Agreement, “Inventions” shall mean all discoveries, processes,
designs, technologies, devices, or improvements in any of the foregoing or other
ideas, whether or not patentable and whether or not reduced to practice, made or
conceived by me (whether solely or jointly with others) during the period of my
employment with the Company which relate in any manner to the actual or
demonstrably anticipated business, work, or research and development of the
Company, or result from or are suggested by any task assigned to me or any work
performed by me for or on behalf of the Company.

     

                           3.3     Any
discovery, process, design, technology, device, or improvement in any of the
foregoing or other ideas, whether or not patentable and whether or not reduced
to practice, made or conceived by me (whether solely or jointly with others)
which I develop entirely on my own time not using any of the Company’ equipment,
supplies, facilities, or trade secret information (“Personal Invention”) is
excluded from this Agreement provided such Personal Invention (a) does not
relate to the actual or demonstrably anticipated business, research and
development of the Company, and (b) does not result, directly or indirectly,
from any work performed by me for the Company.

     

              4.          Disclosure
of Inventions. I
agree that in connection with any Invention, I will promptly disclose such
Invention to my immediate superior at the Company in order to permit the Company
to enforce its property rights to such Invention in accordance with this
Agreement. My disclosure shall be received in confidence by the
Company.

     

              5.          Patents and Copyrights;
Execution of Documents.

     

                           5.1     Upon
request, I agree to assist the Company or their nominee (at its expense) during
and at any time subsequent to my employment in every reasonable way to obtain
for its own benefit, patents and copyrights for Inventions in any and all
countries. Such patents and copyrights shall be and remain the sole and
exclusive property of the Company or their nominee. I agree to perform such
lawful acts as the Company deem to be necessary to allow it to exercise all
right, title, and interest in and to such patents and copyrights.

     

                           5.2     In
connection with this Agreement, I agree to execute, acknowledge and deliver to
the Company or their nominee upon request and at its expense all documents,
including assignments of title, patent or copyright applications, assignments of
such applications, or assignments of patents or copyrights upon issuance, as the
Company may determine necessary or desirable to protect the Company’ or its
nominee’s interest in Inventions, and/or to use in obtaining patents or
copyrights in any and all countries and to vest title thereto in the Company or
their nominee to any of the foregoing.

     

              6.          Maintenance
of Records. I
agree to keep and maintain adequate and current written records of all
Inventions made by me (in the form of notes, sketches, drawings, flowcharts, and
other records as may be specified by the Company), which records shall be
available to and remain the sole property of the Company at all
times.

     

              7.          Prior
Inventions. It is
understood that all Personal Inventions, if any, whether patented or unpatented,
which I made prior to my association with the Company, are excluded from this
Agreement. To preclude any possible uncertainty, I have set forth on Schedule A attached
hereto a complete list of all of my prior Personal Inventions, including numbers
of all patents and patent applications and a brief description of all unpatented
Personal Inventions which are not the property of a previous employer. I
represent and covenant that the list is complete and that, if no items are on
the list, I have no such prior Personal Inventions. I agree to notify the
Company in writing before I make any disclosure or perform any work on behalf of
the Company which appears to threaten or conflict with proprietary rights I
claim in any Personal Invention. In the event of my failure to give such notice,
I agree that I will make no claim against the Company with respect to any such
Personal Invention.

     

    
      
        
           


        

        
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              8.          Other
Obligations. I
acknowledge that the Company from time to time may have agreements with other
persons or with the U.S. Government or agencies thereof, which impose
obligations or restrictions on the Company regarding Inventions made during the
course of work thereunder or regarding the confidential nature of such work. I
agree to be bound by all such obligations and restrictions and to take all
action necessary to discharge the Company’ obligations.

     

              9.          Trade
Secrets of Others. I represent that my
performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement to keep confidential proprietary
information, knowledge, or data acquired by me in confidence or in trust prior
to my services to the Company, and I will not disclose to the Company, or induce
the Company to use, any confidential or proprietary information or material
belonging to any previous client, employer, or others. I agree not to enter into
any agreement either written or oral in conflict herewith.

     

              10.         Modification. I agree that any subsequent
change or changes in my duties, salary, or compensation, or, if applicable, in
any Employment Agreement between the Company and me, shall not affect the
validity or scope of this Agreement.

     

              11.
        Assignment. This Agreement and the
rights and obligations of the parties hereto shall bind and inure to the benefit
of any successor or successors of the Company by reorganization, merger, or
consolidation, and any assignee of all or substantially all of its business and
properties, but, except as to any such successor or assignee of the Company,
neither this Agreement nor any rights or benefits hereunder may be assigned by
the Company or by me, except by operation of law.

     

              12.         Interpretation. IT IS THE INTENT OF THE
PARTIES THAT in case any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
the other provisions of this Agreement, and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein. MOREOVER, IT IS THE INTENT OF THE PARTIES THAT in case any one or more
of the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, such
provision shall be construed by limiting and reducing it in accordance with a
judgment of a court of competent jurisdiction, so as to be enforceable to the
extent compatible with applicable law.


    
      
         


      

      
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              13.
        Notices. Any notice which the Company
are required to or may desire to give me shall be given by personal delivery or
registered or certified mail, return receipt requested, addressed to me at my
address of record with the Company, or at such other place as I may from time to
time designate in writing. Any notice which I am required or may desire to give
to the Company hereunder shall be given by personal delivery or by registered or
certified mail, return receipt requested, addressed to the Company at their
principal offices, or at such other offices as the Company may from time to time
designate in writing. The date of personal delivery or the date of making any
notice under this Section 13 shall be deemed to be the date of delivery
thereof.

     

              14.
        Waivers. If either party should waive
any breach of any provision of this Agreement, such party shall not thereby be
deemed to have waived any preceding or succeeding breach of the same or any
other provision of this Agreement.

     

              15.         Complete
Agreement, Amendments. This Agreement, including
the foregoing Employment Agreement and Exhibits thereto, is the entire agreement
of the parties with respect to the subject matter hereof, superseding any
previous oral or written communications, representations, understandings, or
agreements with the Company or any officer or representative thereof. Any
amendment to this Agreement or waiver by the Company of any right hereunder
shall be effective only if evidenced by a written instrument executed by the
parties hereto, upon written authorization of the Company’ Boards of
Directors.

     

              16.         Headings. The headings of the sections
hereof are inserted for convenience only and shall not be deemed to constitute a
part hereof, or to affect the meaning hereof in any way.

     

              17.         Counterparts. This Agreement may be signed
in two counterparts, each of which shall be deemed an original and both of which
shall together constitute one agreement.

     

              18.         Governing
Law. This
Agreement shall be governed by and construed under the laws of the State of
Delaware, excluding its conflict of law principles.

     

              19.
        Independent
Advice. I hereby
acknowledge that I have been advised of the opportunity available to me to seek
and obtain the advice of legal counsel and financial advisors of my own choosing
prior to and in connection with my execution of this Agreement. In addition, I
hereby affirm that I have either obtained such advice, or knowingly and
willingly decided to forego the opportunity to avail myself of such
advice.

     

    [Remainder
of Page Intentionally Blank / Signature Page Follows]


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

              Upon
the execution of this Agreement by the parties below, this Agreement shall
become binding in accordance with its terms.

    
      	 
      	 
      	 
      	 
      
	 
      	
              EMPLOYEE

            
	 
      	 
      
	 
      	
                   /s/
      Robert Souza

            
	 
      	
              Robert
      Souza

            
	
              Accepted
      and Agreed:

            	 
      
	 
      	 
      
	
              PINE
      TREE HOLDINGS, INC.

            	 
      
	 
      	 
      
	
              By:

            	
              /s/
      Thomas Mendenhall

            	 
      	 
      


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    AMENDMENT TO EMPLOYEE
AGREEMENT

     

              This
amendment is entered into as of October 31, 2008 by and between Robert Souza
(the “Employee”) and Pine Tree Holdings, Inc. (the “Company”).

     

              WHEREAS,
the Company is a wholly-owned subsidiary of Otelco Inc. (“Otelco”);

     

              WHEREAS,
the Employee and the Company are parties to an employee agreement dated
as of July 30, 2002 (the “Employment Agreement”);

     

              WHEREAS,
the Employee and the Company desire to amend the Employment
Agreement;

     

              NOW
THEREFORE, in consideration of the premises, terms and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Employee and the Company agree
to amend the Employment Agreement as follows:

    
      	 
      	 
      	 
      
	 
      	
              1.

            	
              Base Salary.
      The Base Salary shall be $165,000.

            
	 
      	 
      	 
      
	 
      	
              2.

            	
              Position and
      Responsibilities. The Employee shall serve as Otelco’s Vice
      President of Operations, New England Division. As such, the Employee shall
      have duties and responsibilities commensurate with such position and such
      other duties and responsibilities as may from time to time be assigned to
      or vested in the Employee by the Company’s board of directors, the
      Company’s Chief Executive Officer or the President of Mid-Maine
      Communications, Inc.

            
	 
      	 
      	 
      
	 
      	
              3.

            	
              Special Bonus.
      The Employee shall be entitled to receive a special one-time bonus (the
      “Special Bonus”) payable on or about December 31, 2012 (the “Special Bonus
      Date”), in an amount equal to 50% of the Base Salary; provided that the
      Special Bonus shall not be payable if (i) the Employee terminates the
      Employment Agreement prior to the Special Bonus Date or (ii) the Company
      terminates the Employment Agreement with Cause prior to the Special Bonus
      Date.

            


    

     

              Except
as amended hereby, all other terms and conditions of the Employment Agreement
shall remain in full force and effect.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

              IN WITNESS WHEREOF, the
parties have executed this amendment as of the date first written
above.

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              PINE
      TREE HOLDINGS, INC.

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Curtis L. Garner, Jr.

            	 
      
	 
      	 
      	
              Name:
      Curtis L. Garner, Jr.

            	 
      
	 
      	 
      	
              Title:
      Chief Financial Officer

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              EMPLOYEE

            	 
      
	 
      	 
      	 
      
	 
      	
              /s/
      Robert Souza

            	 
      	 
      
	 
      	
              Robert
      Souza

            	 
      	 
      


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    


    
      	 
      	 
      
	
              December
      16, 2008

            
	 
      	 
      
	
              Memorandum

            
	 
      	 
      
	
              For:

            	
              Mr.
      Rob Souza

            
	 
      	
              Vice
      President

            
	 
      	 
      
	
              From:

            	
              Curtis
      Garner, CFO

            
	 
      	 
      
	
              Re:

            	
              Otelco
      Employment Agreement and IRS Section 409A
  Compliance

            


    

     

    Dear
Rob:

     

    In order
to comply with recent changes to the final Treasury Regulations issued under
Internal Revenue Code Section 409A, your employment agreement must be amended by
December 31, 2008. Unless amended, the severance payment set forth in your
employment agreement will be subject to the 409A rules covering deferred
compensation. In order to avoid the application of the 409A deferred
compensation rules ,your agreement will need to be amended ensure that by its
terms any severance payments must be paid under any set of facts by March 15 of
the year following your termination.

     

    Currently,
the agreement provides that severance amounts will be paid within 90 days
following termination. In order to satisfy the payment deadline under the terms
of the agreement to be exempt under 409A, the 90 day time frame must be
shortened to 70 days. As you will see, this change is only a benefit to you in
that the window for payment by the company is simply shortened from 90 to 70
days. I have attached a copy of your agreement for your reference. Failure to
amend the agreement by December 31, 2008, could subject your agreement to the
requirements imposed under 409A and noncompliance with those rules could result
in the amounts being subject to an additional 20% penalty tax.

     

    Please
sign and return to me by December 31, 2008, this letter evidencing your
agreement with the following amendment to your employment agreement dated July
30th,
2002:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Mr. Rob
Souza

    December
16, 2008

    Page
2

     

    Section
2.2(b) is amended to read as follows:

     

    “(b)     at
any time without Cause; provided that if your termination is without Cause, the
Company shall (i) pay you all salary accrued but unpaid as of the termination
date, and (ii) within seventy (70) days following termination, pay you a
lump-sum amount equivalent to twelve months Base Salary (as defined in Exhibit
A), and any accrued bonus, less applicable taxes and other required withholdings
and any amounts you may owe to the Company.”

    
      
        	 
      	 
      
	 
      	
                Otelco
      Inc.

              
	 
      	
                /s/
      Curtis L. Garner

              
	 
      	
                Curtis
      L. Garner Chief Financial
Officer

              


      

    

     

    I hereby
agree to the above amendment to my employment agreement.

    
      	 
      	 
      	 
      
	
              /s/
      Robert Souza

            	 
      	
              December
      31, 2008

            
	
              Robert
      Souza