Amendment Contract Clauses (38,017)

Amendment. The following defined term in Schedule 1.1a to the Agreement is hereby amended and restated as follows: "Permitted Purchase Money Indebtedness" means, as of any date of determination, (i) Purchase Money Indebtedness of Borrower, in an aggregate principal amount outstanding at any one time not in excess of $$9,973,760.00 (less any principal repayments made in respect thereof), evidenced by that certain Secured Promissory Note, dated on or about November 18, 2019, by Borrower and made payable to... GTC, Inc. (together with its successors and assigns and subsequent holders), entered into in connection with the purchase by Borrower of a 30,000 single channel GCL system and related equipment, and (ii) other Purchase Money Indebtedness incurred after the Original Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000. View More

Amendment. Except as otherwise provided by the Plan, the Company may only alter, amend, or terminate this Award with your consent. 4 16. Governing Law. This Award Notice shall be governed by and construed in accordance with the laws of the State of Nevada, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

Amendment. This Agreement may be amended only in writing, signed by all parties hereto. This Agreement is intended to be exempt from the requirements of Code § 409A and Treasury regulations promulgated thereunder as a short-term deferral, and the parties will interpret the Agreement accordingly. Notwithstanding the foregoing, the Board reserves the right, without the consent of Executive, to amend the Agreement to comply with Code §409A and regulations promulgated thereunder, preserving to the greatest... extent possible, the economic benefits provided under the Agreement to Executive. 2 11. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Minnesota. IN WITNESS HEREOF, the parties have executed this Agreement effective as of the date set forth above. EXECUTIVE: NUVERA COMMUNICATIONS, INC. /s/Barbara Bornhoft By /s/Perry Meyer Barbara Bornhoft Its Chairman 3 EX-10.4 5 exhibit10_4.htm EXHIBIT10.4 Exhibit 10.4 EXHIBIT 10.4 STAY BONUS AGREEMENT This Agreement is made as of August 27, 2019 by and between Nuvera Communications, Inc. (the "Company") and Barbara Bornhoft (the "Executive"). WHEREAS, Executive is currently employed by the Company as its Chief Operating Officer pursuant to the terms of that certain Employment Agreement dated as of July 2006, as amended March 2012 (the "Employment Agreement"); and WHEREAS, the Company and Bill Otis, currently serving as the Chief Executive Officer ("CEO") of the Company, have announced a succession plan with respect to Mr. Otis' employment whereby the Company will conduct a search and appoint a new CEO (the "Successor CEO"); and WHEREAS, the Company desires that the Successor CEO benefit from the knowledge, experience and expertise of Executive for a period of 12 months (the "Transition Period") following the first day of the Successor CEO's employment (the "Transition Date"); and WHEREAS, the Company wishes to retain Executive's services through the Transition Period; and WHEREAS, the purpose of this Agreement is to provide an incentive to Executive to remain with the Company and to use Executive's best efforts to assist the Successor CEO in a successful transition into the leadership role in the Company through and after the Transition Period; NOW, THEREFORE, in consideration of the foregoing and the mutual terms and conditions set forth herein, the parties agree as follows: 1. Transition Period Employment. During the period prior to the Transition Date and for the Transition Period, Executive shall continue to perform the job duties and responsibilities of Executive's position with the Company under the current terms of the Employment Agreement with Company and the Company's policies and procedures as directed by the CEO and the Board. Nothing herein changes the terms of employment or the Employment Agreement. Executive agrees to perform additional job duties and responsibilities as are assigned to Executive to assist in the transition by the Successor CEO during the Transition Period. Executive also agrees that the Successor CEO may in good faith reassign or reduce the duties and responsibilities of Executive during the Transition Period as the Successor CEO may determine, subject to any rights of the Executive under the Employment Agreement. View More

Amendment. The Company may at any time amend this Agreement if the amendment does not adversely affect the Optionee and no amendment that does adversely affect the Optionee shall be valid or binding. Otherwise, this Agreement may not be amended without the written consent of the Optionee and the Company.

Amendment. No amendment of this Agreement shall materially adversely impair the rights of the Participant without the Participant's consent, except such an amendment made to comply with applicable law (including Applicable Exchange listing standards or accounting rules) or avoid the incurrence of tax penalties under Section 409A of the Code.

Amendment. This Plan may be amended or modified by the Board of Directors of the Company at any time prior to the Effective Time, provided that such an amendment shall not alter or change (a) the amount or kind of shares or other securities to be received hereunder by the shareholders of the Company, or (b) any term of the Delaware Certificate of other than changes permitted to be made without shareholder approval by the DGCL.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

Amendment. The Board or the Committee may amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced. 3 9. Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States... mail, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify): If to the Company, to: Henry Schein, Inc. 135 Duryea Road Melville, New York 11747 Attention: General Counsel If to the Participant, to the address on file with the Company. View More

Amendment. Any amendment to the Plan shall be deemed to be an amendment to these Terms and Conditions to the extent that the amendment is applicable hereto; provided, however, that no amendment shall materially impair the rights of Grantee under the Award Letter and these Terms and Conditions without Grantee's consent. Performance-Based RSU Terms and ConditionsCMD Purview March 20198 14. Severability. In the event that any provisions of these Terms and Conditions shall be invalidated for any reason by a... court of competent jurisdiction, the invalidated provision shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. View More

Amendment. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.