CT COMMUNICATIONS INC /NC
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g95009exv10w1.txt
<DESCRIPTION>EX-10.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made and entered
into as of the 5th day of January 2004 by and between CT COMMUNICATIONS, INC.
(the "Company"), a North Carolina corporation, and David Armistead ("Employee"),
an individual residing in Mecklenburg County, North Carolina;

         WHEREAS, the Company desires to offer the Employee employment, and the
Employee desires to be employed by the Company or one of the Company's
subsidiaries and, as an inducement to the Employee to become employed with the
Company and to enhance the Employee's job security, the Company desires to
provide compensation to the Employee in the event the Employee's employment is
terminated following a change in control of the Company, as hereinafter
provided; and

         WHEREAS, because the Employee will become familiar with the Company's
products, relationships, trade secrets and confidential information relating to
both the Company's and its customers' business, products, processes and
development and may generate confidential information, the Company wishes to
protect its long-term interests by having the Employee enter into non-disclosure
and non-competition covenants;

         NOW, THEREFORE, in consideration of the terms contained herein,
including the compensation the Company agrees to pay to the Employee upon
certain events, the Employee's employment with the Company, the Employee's
covenants contained in this Agreement and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Employee agree as follows:

                  I. TERMINATION FOLLOWING A CHANGE IN CONTROL

         A. If a Change in Control (as defined in Section IA(iii) hereof) occurs
and if, within two years following the Change in Control, the employment of the
Employee is terminated (A) by the Company other than for Cause (as defined in
Section IA(i) hereof), or (B) by the Employee for Good Reason (as defined in
Section IA(ii) hereof), the Employee's Compensation (as defined in Section
IA(iv) hereof) shall continue to be paid in monthly installments, subject to
applicable withholdings, by the Company for a period of twelve (12) months
following such termination of employment. In lieu of receiving payment of
Compensation for such 12-month period in installments, the Employee may elect,
at any time prior to the earlier to occur of a Change in Control or action by
the Board of Directors of the Company (the "Board") with respect to an event
which would, upon consummation, result in a Change in Control (which election
shall be evidenced by notice filed with the Company), to be paid the present
value of any such Compensation in a lump sum within 30 days of termination of
the Employee's employment under circumstances entitling such Employee to
Compensation hereunder. The calculation of the amount due shall be made by the
independent accounting firm then performing the Company's independent audit, and
such calculation, including but not limited to any discount factor used to
determine present value, shall be conclusive.


<PAGE>



         For purposes of this Agreement, the following terms shall have the
meanings indicated:

         (i)      CAUSE. Termination by the Company for "Cause" shall mean
                  termination with the approval of the Board (A) because of
                  willful misconduct of a material nature by the Employee in
                  connection with the performance of his duties as an employee;
                  (B) because of the Employee's use of alcohol or illegal drugs
                  that affects his ability to perform his assigned duties as an
                  employee; (C) because of the Employee's conviction of a felony
                  or serious misdemeanor involving moral turpitude; (D) because
                  of the Employee's embezzlement or theft from the Company; (E)
                  because of the Employee's gross inattention to or dereliction
                  of duty; or (F) because of performance by the Employee of any
                  other willful act(s) which the Employee knew or reasonably
                  should have known would be materially detrimental to the
                  Company; provided, however, that prior to the determination by
                  the Board that "Cause" as described in A, E or F above has
                  occurred, the Board shall (1) provide to the Employee in
                  writing, in reasonable detail, the reasons for the Board's
                  determination that such "Cause" exists, (2) afford the
                  Employee a reasonable opportunity to remedy any such breach,
                  (3) provide the Employee an opportunity to be heard at the
                  Board meeting where the final decision to terminate the
                  Employee's employment hereunder for such "Cause" is to be
                  considered, and (4) make any decision that such "Cause" exists
                  in good faith.

         (ii)     GOOD REASON. Termination by the Employee for "Good Reason"
                  shall mean (A) a material reduction in the Employee's
                  position, duties, responsibilities or status as in effect
                  immediately preceding the Change in Control, or a change in
                  the Employee's title resulting in a material reduction in his
                  responsibilities or position with the Company as in effect
                  immediately preceding the Change in Control, in either case
                  without the Employee's consent, but excluding for this purpose
                  any isolated, insubstantial and inadvertent action not taken
                  in bad faith and which is remedied promptly by the Company
                  after receiving notice from the Employee and further excluding
                  any such reductions or changes made in good faith to conform
                  with generally accepted industry standards for the Employee's
                  position; (B) a reduction in the rate of the Employee's base
                  salary as in effect immediately preceding the Change in
                  Control or a decrease in any bonus amount to which the
                  Employee was entitled pursuant to the Company's bonus or
                  incentive plans at the end of the fiscal year immediately
                  preceding the Change in Control, in either case without the
                  Employee's consent; provided, however, that a decrease in the
                  Employee's bonus amount shall not constitute "Good Reason" and
                  nothing herein shall be construed to guarantee such bonus
                  awards if performance, either by the Company or the Employee,
                  is below such targets as may reasonably and in good faith be
                  set forth in such bonus or incentive plans; or (C) the
                  relocation of the Employee, without his consent, to a location
                  outside a 30 mile radius of Concord, North Carolina, following
                  a Change in Control.

         (iii)    CHANGE IN CONTROL. For purposes of this Agreement, "Change in
                  Control" shall mean (A) the consummation of a merger,
                  consolidation, share exchange or similar transaction of the
                  Company with any other corporation, entity or group, as a
                  result


                                       2
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                  of which the holders of the voting capital stock of the
                  Company as a group would receive less than 50% of the voting
                  capital stock of the surviving or resulting corporation; (B)
                  the consummation of an agreement providing for the sale or
                  transfer (other than as security for obligations of the
                  Company) of substantially all the assets of the Company; or
                  (C) in the absence of a prior expression of approval by the
                  Board, the acquisition except by inheritance or devise of more
                  than 20% of the Company's voting capital stock by any person
                  within the meaning of Section 13(d)(3) of the Securities
                  Exchange Act of 1934, as amended, other than a person, or
                  group including a person, who beneficially owned, as of the
                  date of this Agreement, more than 5% of the Company's voting
                  stock or equity, except that transactions between the Company
                  and any affiliate or subsidiary of the Company and
                  transactions between the Company and any employee stock
                  ownership plan shall not be deemed a "Change in Control" as
                  described in A, B or C above.

         (iv)     COMPENSATION. The Employee's Compensation shall consist of the
                  following: (A) the Employee's annual base salary, as paid by
                  the Company, in effect immediately preceding the Change in
                  Control plus (B) an annual bonus equal to the average bonus
                  (calculated as a percentage of base salary, without regard to
                  vesting schedules or restrictions on the bonus compensation
                  and converting all post-employment payments in stock and stock
                  options to a cash present value) paid by the Company for each
                  one-year performance period (often referred to as the "annual
                  incentive program") to the Employee for the three (3) most
                  recent fiscal years ending prior to such Change in Control
                  pursuant to the Company's incentive and bonus plans or, if the
                  relevant bonus program has not existed for three (3) years
                  preceding the Change of Control, an amount equal to the
                  estimated average bonus as calculated by the independent
                  accounting firm then performing the Company's independent
                  audit, which calculation shall be conclusive.

         B. Upon termination of the Employee's employment entitling the Employee
to Compensation set forth in Section IA hereof, and for the 12-month period
following such termination of employment (unless terminated sooner as provided
herein), the Company shall:

         (i)      maintain in full force and effect for the continued benefit of
                  the Employee medical insurance (including coverage for the
                  Employee's dependents to the extent dependent coverage is
                  provided by the Company for its employees generally) under
                  such medical insurance plans and programs in which the
                  Employee was entitled to participate immediately prior to the
                  date of such termination of employment, provided that the
                  Employee's continued participation is possible under the
                  general terms and provisions of such plans and programs.
                  During such period, the Company will pay the Employee's
                  portion, if any, of such medical insurance premiums that may
                  be required, and the Employee's termination of employment at
                  the beginning of the period shall not constitute a "qualifying
                  event" under the Consolidated Omnibus Budget Reconciliation
                  Act of 1985 ("COBRA"). At the conclusion of such period, the
                  Employee shall be entitled to full rights to continued medical
                  insurance coverage as provided under COBRA, if eligible. In
                  the event that the Employee's participation in any such


                                       3
<PAGE>

                  plan or program is barred for any reason, the Company shall
                  arrange to provide the Employee with medical insurance
                  benefits for such 12-month period substantially similar to
                  those which the Employee would otherwise have been entitled to
                  receive under such plans and programs from which his continued
                  participation is barred; provided, however, in no event will
                  the Employee receive from the Company the medical insurance
                  contemplated by this Section IB if the Employee receives
                  comparable insurance from any other source;

         (ii)     permit the Employee to participate in all qualified retirement
                  plans, including without limitation the Company's pension plan
                  and salary-reduction defined contribution plan;

         (iii)    maintain in full force and effect for the continued benefit of
                  the Employee the Employee's life insurance (both basic and
                  supplemental, if applicable);and

         (iv)     maintain in full force and effect for the continued benefit of
                  the Employee the Employee's short term disability and long
                  term disability insurance policies.

         C. Upon termination of the Employee's employment entitling the Employee
to Compensation as set forth in Section IA hereof, the Employee will become
immediately vested in any and all stock options and shares of restricted stock
previously granted to him by the Company notwithstanding any provision to the
contrary of any plan under which the options or restricted stock are granted.
Any accrued but ungranted stock options or restricted stock shall also be fully
vested upon grant to the Employee. The Employee may exercise such options only
at the times and in the method described in such options. All restrictions on
shares of the Company's stock granted under any plan shall lapse upon a Change
of Control. The Company will amend such options or plans in any manner necessary
to facilitate the provisions of this Section IC.

         D. It is the intention of the Company and the Employee that no portion
of the payment made under this Agreement, or payments to or for the Employee
under any other agreement or plan, be deemed to be an excess parachute payment
as defined in the Internal Revenue Code of 1986, as amended (the "Code") section
280G or any successor provision. The Company and the Employee agree that the
present value of any payment hereunder and any other payment to or for the
benefit of the Employee in the nature of compensation, receipt of which is
contingent on a Change in Control of the Company, and to which Code section 280G
or any successor provision thereto applies, shall not exceed an amount equal to
one dollar less than the maximum amount that the Employee may receive without
becoming subject to the tax imposed by Code section 4999 or any successor
provision or which the Company may pay without loss of deduction under Code
section 280G or any successor provisions. Present value for purposes of this
Agreement shall be calculated in accordance with Code section 1274(b)(2) or any
successor provision. In the event that the provisions of Code sections 280G and
4999 or any successor provisions are repealed without succession, this Section
ID shall be of no further force or effect.

         E. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation, share exchange or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Employee,


                                       4
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to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Employee to compensation from the Company in the
same amount and on the same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the date the Employee's employment was terminated. As
used in this Agreement, "Company" shall mean the Company as defined herein and
any successor to its business and/or assets as aforesaid that executes and
delivers the agreement provided for in this Section IE or that otherwise becomes
bound by the all terms and provisions of this Agreement by operation of law.

         F. Except as elected by the Employee with the prior consent of the
Company, all payments provided for under this Section I shall be paid in cash
(including the cash values of stock options or restricted stock, if any) from
the general funds of the Company, and no special or separate fund shall be
established, and no other segregation of assets shall be made to assure payment,
except as provided to the contrary in funded benefits plans. The Employee shall
have no right, title or interest whatsoever in or to any investments that the
Company may make to aid the Company in meeting its obligations under this
Section I. Nothing contained herein, and no action taken pursuant to the
provisions hereof, shall create or be construed to create a trust of any kind or
a fiduciary relationship between the Company and the Employee or any other
person. To the extent that any person acquires a right to receive payments from
the Company hereunder, such right shall be no greater than the right of an
unsecured creditor of the Company.

         G. Following the Employee's termination as a result of a Change in
Control, the Corporation agrees (i) to indemnify, defend and hold harmless the
Employee from and against any liabilities other than those contained in Section
II and III hereof and crimes committed by the Employee against the Company to
which he may be subject as a result of his service as an officer or director of
the Company or as an officer or director of any of the Company's subsidiaries or
affiliates, and (ii) to indemnify the Employee for all costs, including
attorney's fees and other professional fees and disbursements, of (a) any legal
action brought or threatened against him as a result of such employment, or (b)
any legal action in which the Employee is compelled to give testimony as a
result of his employment hereunder, to the fullest extent permitted by, and
subject to the limitations of, the laws of the state of North Carolina.

         H. In the event that any dispute shall arise between the Employee and
the Company relating to his rights under this Agreement following a Change in
Control, and it is determined by agreement between the parties, or by a final
judgment of a court of competent jurisdiction that is no longer subject to
appeal, that the Employee has been substantially successful in his claims, then
reasonable legal fees and disbursements of the Employee in connection with such
dispute shall be paid by the Company.

         I. Following the employee's termination as a result of a Change in
Control, the Employee shall be entitled to receive outplacement assistance for a
period of six (6) months at the Company's expense.



                                       5
<PAGE>


              II. COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION

         A. The Employee understands that his position with the Company is one
of trust and confidence because of the Employee's access to trade secrets and
confidential and proprietary business information. The Employee pledges his best
efforts and utmost diligence to protect and keep confidential the trade secrets
and confidential or proprietary business information of the Company, and that he
shall use such information only for legitimate business purposes for the benefit
of, and expressly as authorized by, the Company.

         B. Unless required by the Company in connection with his employment or
with the Company's express written consent, the Employee agrees that he will
not, either during his employment or afterwards, directly or indirectly:

                  1. Misappropriate, use for the purpose of competing with the
         Company, either directly or indirectly, disclose to any third party,
         either directly or indirectly, or aid anyone else in disclosing to any
         third party, either directly or indirectly, for the Employee's own
         benefit or the benefit of another all or any part of any of the
         Company's trade secrets or confidential or proprietary information,
         whether or not the information is acquired, learned, or developed by
         the Employee alone or in conjunction with others; and

                  2. Use, disclose, divulge or communicate directly or
         indirectly to any third party: (a) the names, addresses and other
         contact data regarding any current or prospective customers of the
         Company; or (b) the details of any contracts, business transactions or
         negotiation to which the Company is a party or of any tenders, offers
         or proposals submitted or to be submitted by the Company in connection
         with its business.

         The Employee makes the same pledge with regard to the confidential
information of the Company's customers, contractors, or others with whom the
Company has a business relationship.

         C. The Employee understands that trade secrets and confidential or
proprietary information, for purposes of this Agreement, shall include, but not
be limited to, any and all versions of the Company's computer software,
hardware, and documentation; all methods, processes, techniques, practices,
product designs, pricing information, billing histories, customer requirements,
customer lists, employee lists and salary/commission information, personnel
matters, financial data, operating results, plans, contractual relationships,
and projections for business opportunities for new or developing business of the
Company; and all other confidential or proprietary information, patents, ideas,
know-how and trade secrets which are in the possession of the Company, no matter
what the source, including any such information that the Company obtains from a
customer, contractor or another party or entity and that the Company treats or
designates as confidential or proprietary information, whether or not such
information is owned or was developed by the Company.

         D. The Employee also agrees that all notes, records (including all
computer and electronic records), software, drawings, handbooks, manuals,
policies, contracts, memoranda, sales files, customer lists, employee lists or
other documents that are made or compiled by the Employee, or which were
available to the Employee while he was employed at the Company, in


                                       6
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whatever form, including but not limited to all such documents and data
concerning any processes, inventions, services or products used or developed by
the Employee during his employment, shall be the property of the Company. The
Employee further agrees to deliver and make available all such documents and
data to the Company, regardless of how stored or maintained and including all
originals, copies and compilations thereof, upon the separation of his
employment, for any reason, or at any other time at the Company's request.

         E. The Employee understands that the Company expects him to respect any
trade secrets or confidential information of any of the Employee's former
employers, business associates, or other business relationships. The Employee
also agrees to respect the Company's express direction to the Employee not to
disclose to the Company, its officers, or any of its employees any such
information so long as it remains confidential.

         F. The Employee understands that the secrecy of certain communications
is protected by state and federal laws, and that violations of the Federal
Communications Act may subject the Employee to fines of up to $10,000, or
imprisonment for up to ten years, or both. Therefore, the Employee agrees that
the following restrictions apply to all modes of communications during the
duration of the Employee's employment with the Company:

                  1. The Employee will not divulge to any unauthorized person
         any knowledge that he may have regarding communication arrangements
         between the Company and its customers.

                  2. Except as required by the daily performance of his duties,
         the Employee will not give to any individual or group any information
         whatsoever regarding the location of telecommunications equipment,
         trunks, cables, circuits, etc., or regarding the installation of the
         Company's central office equipment, or any information regarding the
         Company's plant or facilities.

                  3. Except as required in the performance of his duties with
         the Company, the Employee will not listen in on any telephone
         conversation in any form, nor disclose to any unauthorized individual
         or group any part of any telephone conversation which the Employee may
         overhear in the performance of his duties.

                  4. The Employee will not discuss with his family, friends or
         acquaintances any information gained through his employment with the
         Company regarding military installations, communications, filter
         centers or other communication procedures and equipment relating to
         national security.

                  5. The Employee will not divulge to any unauthorized
         individual or group the existence, substance, purport, effect of
         meaning of any communication between the Company's customers.

                  6. The Employee will promptly refer to his supervisor any
         unauthorized request regarding telephone communications.



                                       7
<PAGE>

                          III. COVENANT NOT TO COMPETE

         A. For and in consideration of this Agreement, the change in control
protection contained herein, the Employee's employment with the Company, and the
Employee's access to the confidential information and trade secrets of the
Company, the Employee agrees that, unless specifically authorized by the Company
in writing, the Employee will not for a period of twelve (12) months after his
employment with the Company has terminated or ended (whatever the reason for the
end of the employment relationship):

                  1. Engage in any "Competitive Activity" (as defined below)
         within the "Restricted Territory" (as defined below); and/or

                  2. Serve as an employee, director, owner, partner, contractor,
         consultant or agent of, or own any interest in (except for ownership of
         a minor percentage of stock in a "public" competitor), any person, firm
         or corporation that engages in "Competitive Activity" within the
         "Restricted Territory"; and/or

                  3. Engage in any "Competitive Activity" with, for or towards
         or divert, attempt to divert or direct others to divert any business of
         the Company from a then existing Company customer, a joint venturer or
         other business partner of the Company (hereinafter referred to as an
         "affiliate"), or from a potential customer identified through leads or
         relationships developed during the last twelve-month period before the
         end of the Employee's employment with the Company, within the
         "Restricted Territory"; and/or

                  4. Engage in any "Competitive Activity" with, for or towards
         or divert, attempt to divert or direct others to divert any business of
         the Company from a then existing Company customer, a joint venturer or
         other business partner of the Company (hereinafter referred to as an
         "affiliate"), who contacted the Employee, whom the Employee contacted
         or served, or for whom the Employee supervised, managed or generally
         had executive oversight or input concerning contact or service
         regarding the delivery, provision or sale of any Company product or
         service during the last twelve-month period before the end of the
         Employee's employment with the Company.

         The Employee further agrees that, unless specifically authorized by the
Company in writing, he shall not engage in any "Competitive Activity"
individually or with any entity or individual other than the Company during his
employment with the Company.

         B. Furthermore, the Employee will not during his employment with the
Company and for a period of twenty-four (24) months after his employment with
the Company has terminated or ended (whatever the reason for the end of the
employment relationship), solicit or hire for employment or as an independent
contractor any employee of the Company, or solicit, assist, induce, recruit, or
assist or induce anyone else to recruit or cause another person in the employ of
the Company or any of the Company's affiliates to leave his employment with the
Company or the Company's affiliate for the purpose of joining, associating, or
becoming employed with any business or activity with which the Employee is or
expects to be directly or indirectly associated or employed.


                                       8
<PAGE>

         C. "Competitive Activity" means: (1) the business activities engaged in
by the Company during the last twelve-month period before the end of the
Employee's employment with the Company, including the sales, marketing,
distribution and provision of telecommunications services, equipment or other
products of the type of which the Employee sold or was involved during the last
twelve-month period before the end of the Employee's employment with the
Company; and/or (2) the performance of any other business activities competitive
with the Company for or on behalf of any telecommunications entity.

         D. "Restricted Territory" means: (1) the geographic area encompassing a
seventy-five (75) mile radius of Concord, North Carolina; and/or (2) the
geographic area encompassing a seventy-five (75) mile radius of any other area
in which the Company conducts business in connection with its "Greenfield" or
other operations during the last twelve-month period before the end of the
Employee's employment with the Company; and/or (3) any Metropolitan Statistical
Area (as defined by the United States Department of Commerce) from which the
Company generated at least two percent (2%) of its gross annual revenue during
the last two calendar years before the end of the Employee's employment with the
Company.

                         IV. ACKNOWLEDGMENTS BY EMPLOYEE

         A. The Employee acknowledges that the restrictions placed upon him by
this Agreement are reasonable given the nature of the Employee's position with
the Company, the area in which the Company markets its products and services,
and the consideration provided by the Company to the Employee pursuant to this
Agreement. Specifically, the Employee acknowledges that the length of the
Covenant Not to Compete in Section III is reasonable and that the definitions of
"Competitive Activity" and "Restricted Territory" are reasonable.

         B. The Employee agrees that in the event of any breach or threatened
breach of the provisions of Section II and III hereof or this provision IV by
the Employee, the Company's remedies at law would be inadequate, and the Company
shall be entitled to an injunction (without any bond or other security being
required), restraining such breach, and costs and attorneys' fees relating to
any such proceeding or any other legal action to enforce the provisions of this
Agreement, but nothing herein shall be construed to preclude the Company from
pursuing any other remedies at law or in equity available to it for any such
breach or threatened breach. Moreover, the Employee also agrees that if the
Employee breaches any of Sections II or III above or this provision IV, the
Employee shall be required to refund to the Company and the Company shall be
entitled to recover of the Employee 90% of the amount of the Employee's
Compensation (as defined in Section IA(iv) herein) for a Change in Control
already paid to the Employee by the Company under this Agreement at the time of
the breach, and the Employee shall forfeit at the time of the breach the right
to any additional payments or benefits under this Agreement, except that if the
breach occurs before the payments set forth in Section IA are made, the Employee
shall be entitled to receive the first monthly payment set forth in Section IA,
if generally eligible under Section I, and nothing more. In such case, the
Employee and the Company agree that the confidential information and non-compete
obligations contained in this Agreement shall remain valid and enforceable based
upon the consideration actually paid.

         C. The Employee acknowledges that all of the provisions of the
Agreement are fair and necessary to protect the interests of the Company.
Accordingly, the Employee agrees not to


                                       9
<PAGE>

contest the validity or enforceability of Section II or Section III hereof and
agrees that if any court should hold any provision of Section II or Section III
hereof to be unenforceable, the remaining provisions will nonetheless be
enforceable according to their terms. Further, if any provision or subsection is
held to be overly broad as written, the Employee agrees that a court should view
the above provisions and subsections as separable and uphold those separable
provisions and subsections deemed to be reasonable.

         D. The Employee understands that every provision of this Agreement is
severable from each other provision of this Agreement. Therefore, if any
provision of this Agreement is held invalid or unenforceable, every other
provision of this Agreement will continue to be fully valid and enforceable. In
the event that any provision of this Agreement is determined by a court of
competent jurisdiction to be void or unenforceable, the Employee and the Company
agree that such provision shall be enforced to the extent reasonable under the
circumstances and that all other provisions shall be enforceable to the fullest
extent permissible by law. The Employee and the Company further agree that, if
any court makes such a determination, such court shall have the power to reduce
the duration, scope and/or area of such provisions and/or delete specific words
and phrases by "blue penciling" and, in its reduced or blue penciled form, such
provisions shall then be enforceable as allowed by law.

                                V. MISCELLANEOUS

         A. The Employee shall have no right to receive any payment hereunder
except following a Change of Control as determined pursuant to Section I.
Nothing contained in this Agreement shall confer upon the Employee any right to
continued employment by the Company or shall interfere in any way with the right
of the Company to terminate his employment at any time for any/or no reason. The
provisions of this Agreement shall not affect in any way the right or power of
the Company to change its business structure or to effect a merger,
consolidation, share exchange or similar transaction, or to dissolve or
liquidate, or sell or transfer all or part of its business or assets.

         B. The Employee understands that his obligations under this Agreement
will continue whether or not his employment with the Company is terminated
voluntarily or involuntarily, or with or without cause.

         C. This Agreement replaces any previous agreement relating to the same
or similar subject matter which the Employee and the Company may have entered
into with the Company with respect to the Employee's employment by the Company.
This Agreement may not be changed in any detail by any verbal statement,
representation, or other agreement made by any other Company employee, or by any
written document signed by any Company employee, other than a Company officer.

         D. The Employee agrees that the Company's waiver of any default by the
Employer shall not constitute a waiver of its rights under this Agreement with
respect to any subsequent default by the Employee. No waiver of any provision of
this Agreement shall be valid unless in writing and signed by all parties.


                                       10
<PAGE>

         E. This Agreement shall be binding upon, and inure to the benefit of,
the Employee and the Company and their respective permitted successors and
assigns. Neither this Agreement nor any right or interest hereunder shall be
assignable by the Employee, his beneficiaries, or legal representatives without
the Company's prior written consent.

         F. Where appropriate as used in this Plan, the masculine shall include
the feminine.

         G. This Agreement has been executed and delivered in the State of North
Carolina, and the laws of the State of North Carolina shall govern its validity,
interpretation, performance and enforcement.

         IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto effective as of the day and year first above stated.

                                      CT COMMUNICATIONS, INC.

                                      By:      /s/ David Armistead
                                               ---------------------------------

                                      EMPLOYEE:

                                      ___________________________________(Seal)
                                      [Employee Name]




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