EXHIBIT 10(ii)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Severance Agreement
Chorus Communications Group, Ltd.
December 3, 1998
TABLE OF CONTENTS
Article 1. Definitions 2
1.1 Definitions 2
Article 2. Severance Benefits 5
2.1 Right to Severance Benefits 5
2.2 Qualifying Termination 6
2.3 Description of Severance Benefits 6
2.4 Termination for Total and Permanent Disability 7
2.5 Termination for Retirement or Death 7
2.6 Termination for Cause or by the Executive Other
Than for Good Reason 7
2.7 Notice of Termination 7
Article 3. Form and Timing of Severance Benefits 7
3.1 Form and Timing of Severance Benefits 7
3.2 Withholding of Taxes 7
Article 4. Tax Indemnity 7
4.1 Determination of Termination Payment Limit 7
4.2 Procedure for Establishing Limitation on Termination Payment 8
4.3 Subsequent Imposition of Excise Tax 8
4.4 Legal Action Regarding Amount of Total Payments 8
Article 5. The Company's Payment Obligation 9
5.1 Payment Obligations Absolute 9
5.2 Contractual Rights to Benefits 9
Article 6. Term of Agreement 10
6.1 Term of Agreement 10
Article 7. Payment of Legal Fees 10
7.1 Payment of Legal Fees 10
Article 8. Successors 10
8.1 Successors 10
Article 9. Miscellaneous 11
9.1 Employment Status 11
9.2 Beneficiaries 11
9.3 Entire Agreement 11
9.4 Gender and Number 11
9.5 Severability 11
9.6 Modification 11
9.7 Applicable Law 12
Chorus Communications Group, Ltd.
Executive Severance Agreement
THIS AGREEMENT is made and entered into as of this 3rd day of December, 1998,
by and between Chorus Communications Group, Ltd., a Wisconsin corporation
(hereinafter referred to as the "Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (hereinafter
referred to as the "Executive").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has approved the Company
entering into severance agreements with certain key executives of the
Company; and
WHEREAS, the Executive is a key executive of the Company; and
WHEREAS, should the possibility of a Change in Control of the Company arise,
the Board believes it imperative that the Company and the Board should be
able to rely upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon his advise, if it requests
it, as to the best interests of the Company and its shareholders without
concern that he might be distracted by the personal uncertainties and risks
created by the possibility of a Change in Control; and
WHEREAS, should the possibility of a Change in Control arise, in addition to
the Executive's regular duties, he may be called upon to assist in the
assessment of such possible Change in Control, advise management and the
Board as to whether such Change in Control would be in the best interests of
the Company and its shareholders, and to take such other actions as the Board
might determine to be appropriate; and
WHEREAS, the Executive and the Company desire that the terms of this
Agreement shall completely replace and supersede the provisions set forth in
any employment agreement entered into by the Executive and the Company
regarding the Executive's entitlement to payments and benefits following a
Change in Control of the Company, but desire that the remaining provisions of
any such employment agreement shall remain binding.
NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of his advise and counsel
notwithstanding the possibility, threat, or occurrence of a Change in Control
of the Company, and to induce the Executive to remain in the employ of the
Company, and for other good and valuable consideration, the Company and the
Executive agree as follows.
Article 1. Definitions
1.1 Definitions. Whenever used in this Agreement, the following terms shall
have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
(a) "Agreement" means this Executive Severance Agreement.
(b) "Base Salary" means the salary of record paid to the Executive as
annual salary whether or not deferred, excluding amounts received under
incentive or other bonus plans.
(c) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(d) "Beneficiary" means the person or entities designated or deemed
designated by the Executive pursuant to Section 9.2 herein.
(e) "Board" means the Board of Directors of the Company or any committee
formed by or appointed by the Board to administer this Agreement.
(f) "Cause" shall be determined by the Board, in exercise of good faith and
reasonable judgment, and shall mean the occurrence of any one or more of the
following:
(1) The willful and continued failure by the Executive to substantially
perform his duties (other than any such failure resulting from the
Executive's Disability), after a written demand for substantial performance
is delivered by the Board to the Executive that specifically identifies the
manner in which the Board believes that the Executive has not substantially
performed his duties, and the Executive has failed to remedy the situation
within 30 calendar days of receiving such notice;
(2) The Executive's conviction for committing an act of fraud,
embezzlement, theft, or other act constituting a felony substantially related
to the circumstances of the Executive's duties; or
(3) The willful engaging by the Executive in misconduct materially and
demonstrably injurious to the Company, as determined by the Board. However,
no act or failure to act, on the Executive's part shall be considered willful
unless done, or omitted to be done, by the Executive not in good faith and
without reasonable belief that his action or omission was in the best
interest of the Company.
(g) "Change in Control" of the Company shall be deemed to have occurred as
of the first day that any one or more of the following conditions shall have
been satisfied, including, but not limited to, signing of documents by all
parties and approval by all regulatory agencies, if required:
(1) Any Person (other than those Persons in control of the Company as of
the Effective Date, or other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or a corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company), becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 30% or more of the combined voting power of the
Company's then outstanding securities;
(2) During any two consecutive years, after execution of this Agreement,
individuals who at the beginning of the two-year period constitute the Board,
cease for any reason to constitute a majority of the Board; however, a Change
in Control shall not occur pursuant to this provision if a new Director is
approved by a vote of at least two-thirds of the Directors serving on the
Board and these Directors either were Directors at the beginning of the
two-year period or whose election or nomination for election was so approved;
or
(3) The stockholders of the Company approve: (a) a plan of complete
liquidation of the Company; or (b) an agreement of the sale or disposition of
all or substantially all the Company's assets; or (c) a merger,
consolidation, or reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or reorganization that would
result in the voting securities of the company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), at least 50% of
the combined voting power of the voting securities of the Company (or such
surviving entity) outstanding immediately after or within one year following
such merger, consolidation, or reorganization.
However, in no event shall a Change in Control be deemed to have
occurred, with respect to the Executive, if the Executive is part of a
purchasing group that consummates the Change-in-Control transaction. The
Executive shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Executive is an equity participant in the purchasing
company or group [except for: (i) passive ownership of less than 3% of the
stock of the purchasing company; or (ii) ownership of equity in the purchasing
company or group which is otherwise not significant, as determined prior to the
Change in Control by a majority of the nonemployee continuing Directors].
(h) "Code" means the United Stated Internal Revenue Code of 1986, as
amended.
(i) "Company" means Chorus Communications Group, Ltd., a Wisconsin
corporation (including any and all subsidiaries), or any successor thereto as
provided in Article 8 herein.
(j) "Disability" means permanent and total disability, within the meaning
of Code Section 22(e)(3), as determined by the Board in the exercise of good
faith and reasonable judgment, upon receipt of and in reliance on sufficient
competent medical advise from one or more individuals, selected by the Board,
who are qualified to give professional medical advice.
(k) "Effective Date" means the date this Agreement is approved by the
Board, or such other date as the Board shall designate in its resolution
approving this Agreement.
(l) "Effective Date of Termination" means the date on which a Qualifying
Termination occurs which triggers the payment of Severance Benefits hereunder.
(m) "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.
(n) "Executive" means the individual entering into this Agreement with the
Company, evidenced by his signature on Page 12 of the Agreement.
(o) "Good Reason" means, without the Executive's express written consent,
the occurrence within three years after a Change in Control of the Company of
any one or more of the following:
(1) The assignment of the Executive to duties materially inconsistent
with the Executive's authorities, duties, responsibilities, and status
(including offices, titles, reporting requirements, and a material reduction in
the Executive's support staff) as an officer of the Company, or a reduction or
alteration in the nature or status of the Executive's authorities, duties, or
responsibilities from those in effect as of ninety (90) days prior to the
Change in Control, other than an insubstantial and inadvertent act that is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;
(2) The Company's requiring the Executive to permanently relocate outside
of Dane County Wisconsin, unless the Executive consents to such a relocation;
(3) A reduction by the Company of the Executive's Base Salary as in
effect on the Effective date, or as the same shall be increased from time to
time;
(4) The failure of the Company to continue in effect any of the Company's
short- and/or long-term incentive compensation plans, or employee benefit or
retirement plans, policies, practices, or arrangements in which the Executive
participates, or the failure by the Company to continue the Executive's
participation therein on substantially the same basis, both in terms of the
amount of benefits provided and the level of the Executive's participation
relative to other Company Employees participating in such plans, policies,
practices, or arrangements, as existed immediately prior to the Change in
Control of the Company;
(5) The failure of the Company to obtain a satisfactory agreement from
any successor to the Company to assume and agree to perform the Company's
obligations under this Agreement, as contemplated in Article 8 herein; or
(6) Any purported termination by the Company of the Executive's
employment that is not affected pursuant to a Notice of Termination satisfying
the requirements of Section 2.7 below.
The Executive's right to terminate employment for Good Reason shall
not be affected by the Executive's incapacity due to physical or mental illness.
The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any circumstances constituting Good
Reason herein.
(p) "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d).
(q) "Qualifying Termination" means any of the events described in
Section 2.2 herein, the occurrence of which triggers the payment of Severance
Benefits hereunder.
(r) "Severance Benefits" means the payment of severance compensation as
provided in Section 2.3 herein.
Article 2. Severance Benefits
2.1 Right to Severance Benefits. The Executive shall be entitled to
receive, from the Company, Severance Benefits as described in section 2.3
herein, if there has been a Change in Control of the Company and if, within 36
calendar months thereafter, the Executive's employment with the Company shall
end for any reason specified in Section 2.2 herein as being a qualifying
Termination.
The Executive shall not be entitled to receive Severance Benefits if he is
terminated for Cause, or if his employment with the Company ends due to
death, Disability, normal or early retirement (as defined under the then
established rules of the Company's tax-qualified retirement plan), or due to
a voluntary termination of employment by the Executive without Good Reason.
2.2 Qualifying Termination. The occurrence of any one or more of the
following events within 36 calendar months after a Change in Control of the
Company shall trigger the payment of severance benefits to the Executive under
this Agreement:
(a) A termination of the Executive's employment with the Company for
reasons other than one of the following: death, Disability, normal or early
retirement (as such term is defined under the then established rules of the
Company's tax-qualified retirement plan), a voluntary termination of
employment by the Executive without Good Reason, or termination of the
Executive's employment by the Company for Cause;
(b) A successor company fails or refuses to assume the Company's
obligations under this Agreement, as required in Article 8 herein; or
(c) The Company or any successor company breaches any of the provisions
of this Agreement.
2.3 Description of Severance. Benefits In the event that the Executive
becomes entitled to receive severance Benefits, as provided in sections 2.1 and
2.2 herein, and subject to the limits set forth in Article 4 herein, the Company
shall pay to the Executive and provide him with the following:
(a) An amount equal to 2.99 times the higher of the rate of the
Executive's annual Base Salary in effect at the Effective Date of Termination
or the date a Change in Control is deemed to have occurred;
(b) An amount equal to 2.99 times the Executive's average annual bonus
earned over the last five years prior to the Change in Control or number of
years of employment with the Company, if the Executive has been employed by
the Company for less than five years;
(c) A continuation of all benefits pursuant to any and all employee
welfare benefit plans under with the Executive and/or the Executive's family is
eligible to receive benefits and/or coverage as of the effective date of the
Change in Control, including, but not limited to, group life insurance,
hospitalization, disability, medical, and dental. These benefits shall be
provided by the Company to the Executive immediately upon the Effective Date
of Termination and shall continue to be provided for three full calendar
years from the Effective Date of termination. Such benefits shall be
provided to the Executive at the same coverage level, as in effect as of the
Executive's Effective Date of Termination. The cost to the company shall
remain at the level as in effect as of the Executive's Effective Date of
Termination. The Executive will pay any cost in excess of this amount.
The employee welfare benefits described in this subsection 2.3(c) shall
continue for three full years following the Effective Date of Termination;
provided, however, that such benefits shall be discontinued prior to the end
of the three-year period in the event the Executive receives substantially
similar benefits from a subsequent employer, as determined by the Board.
2.4 Termination for Total and Permanent Disability. Following a Change in
Control of the Company, if the Executive's employment is terminated due to
Disability, the Executive shall receive his Base Salary through the Effective
Date of Termination, at which point in time the Executive's benefits shall be
determined in accordance with the Company's retirement, insurance, and other
applicable plans and programs then in effect, and the Company shall have no
further obligations to the Executive under this Agreement.
2.5 Termination for Retirement or Death. Following a Change in Control
of the Company, if the Executive's employment is terminated by reason of his
normal or early retirement (as defined under the then established rules of the
Company's tax-qualified retirement plan), or death, the Executive's benefits
shall be determined in accordance with the Company's retirement, survivor's
benefits, insurance, and other applicable programs of the Company then in
effect, and the Company shall have no further obligations to the Executive
under this Agreement.
2.6 Termination for Cause or by the Executive Other Than for Good Reason
Following a Change in Control of the Company, if the Executive's employment
is terminated either (i) by the Company for Cause; or (ii) by the Executive
other than for Good Reason, the Company shall pay the Executive his full Base
Salary and accrued vacation through the Effective Date of Termination, at the
rate then in effect, plus all other amounts to which the Executive is
entitled under any compensation plans of the Company, at the time such
payments are due, and the Company shall have no further obligations to the
Executive under this Agreement.
2.7 Notice of Termination. Any termination by the Company for Cause
or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party. For purposes of this Agreement, "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision to indicated.
Article 3. Form and Timing of Severance Benefits Article
3.1 Form and Timing of Severance Benefits. The Severance Benefits
described in Sections 2.3(a), 2.3(b) and 2.3(c) herein shall be paid in cash to
the Executive in a single lump sum as soon as practicable following the
Effective Date of Termination, but in no event beyond 30 days from such date.
3.2 Withholding of Taxes. The Company shall withhold from any amounts
payable under this Agreement all federal, state, city, local, or other taxes as
legally shall be required.
Article 4. Tax Indemnity
4.1 Determination of Termination Payment Limit. Notwithstanding any
other provisions of this Agreement, if any portion of the Severance Benefits
or any other payment under this Agreement, or under any other agreement with or
plan of the Company (in the aggregate "Total Payments") would constitute an
"excess parachute payment", then the payments to be made to the Executive under
this Agreement shall be reduced such that the value of the aggregate Total
Payments that the Executive is entitled to receive shall be one dollar less
than the maximum amount which the Executive may receive without becoming
subject to the tax imposed by section 4999 of the Code, or which the Company
may pay without loss of deduction under Section 280G(a) of the Code.
However, the payments to be made to the Executive under this Agreement
shall be reduced if and only if so reducing the payments results in the
Executive receiving a greater net benefit than he would have received had a
reduction not occurred and an excise tax been paid by the Executive pursuant to
Code Section 4999.
For purposes of this Agreement, the terms "excess parachute payment" and
"parachute payments" shall have the meanings assigned to them in section 280G
of the Code, and such parachute payments shall be valued as provided therein.
4.2 Procedure for Establishing Limitation on Termination Payment. Within
60 days following delivery of the Notice of Termination (as described in section
2.7 herein) or notice by the Company to the Executive of its belief that there
is a payment of benefit due the Executive which would result in an "excess
parachute payment" as defined in section 280G of the Code, the Executive and
the Company, at the Company's expense, shall obtain the opinion of such legal
counsel, which need not be unqualified, as the Company may choose, which sets
forth: (a) the amount of the Executive's "annualized includable compensation
for the base period" (as defined in Code Section 280G(d)(1)); (b) the present
value of the Total Payments; and (c) the amount and present value of any
"excess parachute payment". The opinion of such legal counsel shall be
supported by the opinion of a certified public accounting firm and, if
necessary, a firm of recognized executive compensation consultants. Such
opinion shall be binding upon the Company and the Executive.
In the event that such opinion determines that there would be an "excess
parachute payment", the Severance Benefits hereunder or any other payment
determined by such counsel to be includable in Total Payments shall be
reduced or eliminated as specified by the Executive in writing delivered to
the Company within 30 days of his receipt of such opinion, or, if the
Executive fails to so notify the Company, then as the Company shall
reasonably determine, so that under the basis of calculations set forth in
such opinion, there will be no "excess parachute payment".
The provisions of this Section 4.2, including the calculations, notices and
opinion provided for therein shall be based upon the conclusive presumption
that: (a) the compensation and benefits provided for in Section 2.3 herein;
and (b) any other compensation earned prior to the Effective Date of
Termination by the Executive pursuant to the Company's compensation programs
(if such payments would have been made in the future in any event, even
though the timing of such payment is triggered by the Change in Control), are
reasonable.
4.3 Subsequent Imposition of Excise Tax. If, notwithstanding compliance
with the provisions of Sections 4.1 and 4.2 herein, it is ultimately determined
by a court or pursuant to a final determination by the Internal Revenue service
that any portion of the Total Payments is considered to be an "excess parachute
payment", subject to excise tax under Section 4999 of the Code, which was not
contemplated to be a "parachute payment" at the time of payment (so as to
accurately determine whether a limitation should have been applied to the Total
Payments to maximize the net benefit to the Executive, as provided in section
4.1 hereof), the Executive shall be entitled to receive a lump sum cash payment
sufficient to place the Executive in the same net after-tax position that the
Executive would have been in had such payment not been subject to such excise
tax, and had the Executive not incurred any interest charges or penalties
with respect to the imposition of such excise tax.
4.4 Legal Action Regarding Amount of Total Payments. If the Company pays
to the Executive more than the amount determined in accordance with the
provisions of Sections 4.1 and 4.2 herein, whether by way of court order,
settlement of threatened legal proceedings, or demand of the Executive, and such
amount is thereafter determined to be an "excess parachute payment" subject to
excise tax under Section 4999 of the Code, then in that event, notwithstanding
Section 4.3 to the contrary, the Company shall have no obligation for any
further reimbursement or compensation to the Executive under any provisions
of this Agreement.
Article 5. The Company's Payment Obligation
5.1 Payment Obligations Absolute. The Company's obligation to make the
payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every payment made hereunder by the Company shall be final, and the
Company shall not seek to recover all or any part of such payment from the
Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever.
The Executive shall not be obligated to seek other employment in mitigation
of the amounts payable or arrangements made under any provision of this
Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in Section 2.3(c) herein.
5.2 Contractual Rights to Benefits. This Agreement establishes and vests
in the Executive a contractual right to the benefits to which he is entitled
hereunder. However, nothing herein contained shall require or be deemed to
require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.
Article 6. Term of Agreement
6.1 Term of Agreement. This Agreement will commence on the Effective
Date and shall continue in effect for three full calendar years, the last day of
which shall be the "Expiration Date." However, at the end of such three-year
period and, if extended, at the end of each additional year thereafter, the term
of this Agreement shall be extended automatically for one additional year,
unless the Board delivers written notice one year prior to the end of such term,
or extended term, to the Executive, that the Agreement will not be extended. In
such case, the Agreement will terminate at the end of the term, or extended
term, then in progress.
However, in the event a Change in Control occurs during the original or any
extended term, this Agreement will remain in effect for the longer of: (1)
36 months beyond the month in which such Change in Control occurred; or (2)
until all obligations of the Company hereunder have been fulfilled, and until
all benefits required hereunder have been paid to the Executive.
Article 7. Payment of Legal Fees
7.1 Payment of Legal Fees. To the extent permitted by law, the Company
shall pay all legal fees, costs of litigation, prejudgment interest, and other
expenses incurred in good faith by the Executive as a result of the Company's
refusal to provide the Severance Benefits to which the Executive becomes
entitled under this Agreement, or as a result of the Company's contesting the
validity, enforceability, or interpretation of this Agreement, or as a result of
any conflict between the parties pertaining to this Agreement, so long as the
ultimate resolution of such litigation is in favor of the Executive.
Article 8. Successors
8.1 Successors. Unless the Stockholders of the Company continue to
represent at least 50% of the combined voting power of the voting securities of
the Company (or such surviving entity) outstanding immediately after or within
one year following a merger, consolidation, or reorganization, the Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) of all or substantially all of the business
and/or assets of the Company or of any division or subsidiary thereof to
assume and agree to perform the Company's obligations under this Agreement in
the same manner and to the same extent that the Company would be required to
perform them if no such succession had take place. The Company shall secure
written evidence of such assumption upon receipt of written request of
Executive. Failure of the Company to obtain such assumption and agreement shall
be a breach of this Agreement and shall entitle the Executive to compensation
from the Company in the same amount and on the same terms as he would be
entitled to hereunder if he had terminated his employment with the Company
voluntarily for Good Reason. Except for the purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Effective Date of Termination.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, and legatees. If the Executive
should die while any amount would still be payable to him hereunder had he
continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement, to the Executive's
Beneficiary. If the Executive has not named a Beneficiary, then such amounts
shall be paid to the Executive's devisee, legatee, or other designee, or if
there is no such designee, to the Executive's estate.
Article 9. Miscellaneous
9.1 Employment Status. The Executive and the Company acknowledge that,
except as may be provided under any other agreement between the Executive and
the Company, the employment of the Executive by the Company is "at will," and,
prior to the effective date of a Change in Control, may be terminated by either
the Executive or the Company at any time, subject to applicable law. Upon a
termination of the Executive's employment prior to the effective date of a
Change in Control, there shall be no further rights under this Agreement;
provided, however, that if such an employment termination shall arise in
connection with, or in anticipation of, a Change in Control, then the
Executive's rights shall be the same as if the termination had occurred within
three years following a Change in Control.
9.2 Beneficiaries. The Executive may designate one or more persons or
entitles as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must be
in the form of a signed writing acceptable to the Board. The Executive may make
or change such designation at any time.
9.3 Entire Agreement. This Agreement contains the entire understanding
of the Company and the Executive with respect to the subject matter hereof.
9.4 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.
9.5 Severability. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are not part of the
provisions hereof and shall have no force and effect.
9.6 Modification. No provisions of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is agreed
to in writing and signed by the Executive and by an authorized member of the
Board, or by the respective parties' legal representatives and successors.
9.7 Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the state of Wisconsin shall be controlling law in
all matters relating to this Agreement.
CHORUS COMMUNICATIONS EXECUTIVE
GROUP, LTD.
BY: /s/▇▇▇▇ ▇. ▇▇▇▇▇ /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇, CEO/President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, VP/Corporate Counsel