Amendment Contract Clauses (38,106)

Amendment. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and Grantee, and as approved by the Committee.

Amendment. This Amendment may be amended only by a written instrument executed by both of the parties hereto.

Amendment. The Agreement is hereby amended as follows: Section 4.1 of the Agreement is hereby deleted and replaced in its entirety with the following: "4.1Base Salary. As compensation for the Employee's services rendered hereunder, the Company shall pay to the Employee a base salary at an annual rate equal to three hundred thirty thousand dollars ($330,000) (the "Base Salary"). The Base Salary shall be payable to the Employee in accordance with the Company's standard payroll policies for management... personnel." 2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflict of laws of such state. View More

Amendment. The Company, acting by means of the Committee, has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance or cancelation of the RSUs will adversely affect the Participant's material rights under this Award Certificate without the Participant's consent. The Company has the authority to amend this Award Certificate, consistent with the... foregoing, without the Participant's written agreement, except as set forth in this Section 8. In the event that the Company is reorganized or liquidated, or if all or substantially all of its assets are sold, or if the Company is merged or consolidated with another corporation or entity (or in the event the Company consummates a written agreement to accomplish any of the foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to the Participant, cancel any outstanding RSUs and cause the Participant to be paid (in cash or in stock, or any combination thereof) the value of such RSUs based upon the price per share of Common Stock received or to be received in the transaction. View More

Amendment. Except as permitted by the Plan, this Award Agreement may not be amended or modified except by a written agreement executive by the Company and the Optionee or their respective successors and legal representatives.

Amendment. Subject to the terms and conditions of this Agreement, Section 7.2 of the Loan Agreement is hereby amended by deleting clause (d) thereof in its entirety and replacing such clause with the following: (d) subordinated, unsecured Indebtedness in an aggregate amount not to exceed $17,000,000 (the "Subordinated Indebtedness"), which subordinated, unsecured Indebtedness is evidenced by those certain Convertible Promissory Notes issued pursuant to (i) that certain Note and Warrant Purchase Agreement,... dated as of August 3, 2010, by and among Borrower and each investor party thereto (the "2010 NPA"); (ii) that certain Note and Warrant Purchase Agreement, dated as of December 20, 2011 (the "2011 NPA"), as amended by that certain Amendment to Note and Warrant Purchase Agreement, dated as of June 28, 2012, each by and among Borrower and each investor party thereto (the 2011 2 NPA, as so amended, the "June 2012 NPA"); (iii) that certain Note Purchase Agreement, dated as of October 9, 2012, by and among Borrower and each investor party thereto (the "October 2012 NPA"); and (iv) that certain Note Purchase Agreement, dated as of November 19, 2012, by and among Borrower and each investor party thereto (the "November 2012 NPA"), which Indebtedness is subordinated to the Obligations pursuant to (A) that certain Subordination Agreement, dated as of March 30, 2011, by and among Agent and certain investors party to that certain Note and Warrant Purchase Agreement, dated as of August 3, 2010 (which subordinates $6,000,000, the "First Subordination Agreement"); (B) that certain Amended and Restated Subordination Agreement, dated as of December 20, 2011, by and among each of the parties to the First Subordination Agreement and certain other investors who are parties to the 2011 NPA (which amends, restates and continues the First Subordination Agreement subordinating an additional $6,250,000 for a total of $12,250,000, the "2011 Subordination Agreement"); (C) that certain Subordination Agreement, dated as of June 28, 2012, by and among the parties to the First Subordination Agreement and the 2011 Subordination Agreement other than two individual investors who have opted not to participate in the offering under the 2012 NPA (which Subordination Agreement separately subordinates $3,000,000 (the "June 2012 Subordination Agreement"); (D) that certain Subordination Agreement, dated as of October 9, 2012, by and among the holders of the Borrower's Series A Preferred Stock on the date thereof (which Subordination Agreement separately subordinates $750,000, the "October 2012 Subordination Agreement"); and (E) that certain Subordination Agreement, dated as of November 19, 2012, by and among the holders of the Borrower's Series A Preferred Stock on the date thereof (which Subordination Agreement separately subordinates $1,000,000, the "November 2012 Subordination Agreement", and together with the 2011 Subordination Agreement (which, for the avoidance of doubt, includes the First Subordination Agreement), the June 2012 Subordination Agreement, and the October 2012 Subordination Agreement, collectively, the "Subordination Agreements"). View More

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. 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. 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. 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.