|
Minnesota
|
0-13721
|
41-1524393
|
|
(State or other jurisdiction
of incorporation)
|
(Commission file number)
|
(I.R.S. Employer Identification No.)
|
|
221 East Hickory Street, P.O. Box 3248, Mankato, MN
|
56002-3248
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
(800) 326-5789
|
|
(Registrant’s telephone number, including area code)
|
|
Not Applicable
|
|
(Former name or former address, if changed since last report)
|
|
1)
|
The Agreements with Mr. Finke, Mr. Christensen and Mr. Nordquist, which previously contained a provision for a company paid 280G gross up, were modified to eliminate that gross-up provision. The Agreement now provides that in the event of a change in control payment being due pursuant to the Agreement, if a reduction in the Payment sufficient to avoid the Excise Tax would result in an increase in the total amount of Payment net of all applicable taxes, then, and only then, the Payment would be reduced to the amount that, when combined with all other payments and transfers of property required to be taken into account under Section 280G of the Internal Revenue Code, is $1 less than the smallest sum that would subject the Executive to the Excise Tax.
|
|
2)
|
Section 2(c), which outlines events which would deem a change of control to have happened, was modified to change the threshold of one of the triggers from 70% to 50%. Section 2 (c) now reads: The Company is merged into or consolidated with another corporation (other than a subsidiary of the Company) or a statutory share exchange for the Company’s outstanding voting stock of any class is consummated unless (i) a majority of the voting power of the voting stock of the surviving corporation is, immediately following the merger, consolidation or statutory share exchange, beneficially owned, directly or indirectly, by the Employee (or a group of Persons, including the Employee, acting in concert) or (ii) immediately following the merger, consolidation or statutory share exchange, more than 50% of the voting power of the voting stock of the surviving corporation is beneficially owned, directly or indirectly, by the persons who beneficially owned voting stock of the Company immediately prior to such merger, consolidation or statutory share exchange in substantially the same proportion as their ownership of the voting stock of the Company immediately prior to such merger, consolidation or statutory share exchange.
|
|
3)
|
The definition of a Lump Sum Payment, which is used as part of the calculation to determine the value of any Change in Control payment, was revised to include: i) current base salary, ii) the bonus the Executive would have earned under the Annual Executive Incentive Plan for the year in which the termination occurs had “target” goals been achieved; and iii) the target bonus dollar amount awarded to the Executive under the Long-Term Executive Incentive Program. Additionally, for Mr. Finke’s Agreement only, the definition also includes the supplemental credit that would have been made under his Supplemental Retirement Account in the year of a change in control.
|
|
HICKORY TECH CORPORATION
|
|
By: /s/ John W. Finke
|
|
John W. Finke, President and Chief Executive Officer
|
|
By: /s/ David A. Christensen
|
|
David A. Christensen, Senior Vice President and Chief Financial Officer
|