BOSTON OMAHA Corp (Form: 8-K, Received: 08/05/2015 12:41:27)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2015

BOSTON OMAHA CORPORATION (formerly known as REO PLUS, INC.)
(Exact name of registrant as specified in its Charter)

Delaware	333-170054	27-0788438
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)


(Address and telephone number of principal executive offices, including zip code)
292 Newbury Street, Suite 333 Boston, Massachusetts 02115 857-342-3483
___________________________________
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 1, 2015, we entered into employment agreements with each of Alex B. Rozek and Adam K. Peterson. Mr. Rozek and Mr. Peterson will each serve as our Co-Chief Executive Officer. Each of the employment agreements has a one-year term, with automatic successive one-year renewal terms unless we or the executive decline to renew the agreement. Each of the employment agreements provides for a base salary at the federal minimum wage through December 31, 2015, and an annualized base salary of $275,000 for calendar year 2016. Each of the employment agreements also provides for certain severance payments to the executives in the event their employment is terminated by us without “cause” or if the executive terminates his employment for “good reason.”

We also authorized a management incentive bonus plan, effective as of August 1, 2015, under which participants of such plan are eligible to receive cash bonus awards based on achievement by the company of certain net growth target objectives. Each of Alex B. Rozek and Adam K. Peterson will be eligible to participate in the management incentive bonus plan pursuant to their respective employment agreements. The management incentive bonus plan provides for a bonus pool, determined on an annual basis by the compensation committee of the board of directors, equal to up to 20% of the amount by which our stockholders’ equity for the applicable fiscal year (excluding increases or decreases in stockholders’ equity resulting from purchases or redemptions of our securities) exceeds 106% of our stockholders’ equity for the preceding fiscal year.

The employment agreements are attached to this Form 8-K Report as Exhibits 10.1 and 10.2, and the management incentive bonus plan is attached to this Form 8-K. Report as Exhibit 10.3.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit

Number

Exhibit Title

10.1	Employment Agreement dated August 1, 2015 by and between Boston Omaha Corporation and Alex B. Rozek.

10.2	Employment Agreement dated August 1, 2015 by and between Boston Omaha Corporation and Adam K. Peterson.

10.3	Management Incentive Bonus Plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BSTON OMAHA CORPORATION

By : /s/ Alex B. Rozek

Alex B. Rozek, President

Date: August 5, 2015

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”), dated as of August 1, 2015 (the “ Effective Date ”) is entered into by and among Boston Omaha Corporation, a Delaware corporation (the “ Company ”) and Alex Rozek (“ Executive ”).

For other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

EMPLOYMENT, POSITION, DUTIES, AUTHORITY AND TERM

1.01 Employment . The Company agrees to, and does hereby, continue to employ Executive, and Executive agrees to, and does hereby accept such continued employment, upon the terms and subject to the conditions set forth in this Agreement.

1.02 Position, Duties and Authority . During the Term, Executive shall serve as Co- Chief Executive Officer of the Company and shall report directly to the Company’s Board of Directors (the “ Board ”) and shall have such customary responsibilities, duties, power and authority (consistent with Executive’s position as Co-Chief Executive Officer of the Company and reasonably related to the Company’s business) as shall be determined from time to time by the Board. Executive shall devote such of Executive’s business time, attention, skill and efforts to the business and affairs of the Company as reasonably determined by the Executive (it being acknowledged that the Executive is not anticipated to spend his full time and efforts on behalf of the Company and the Company acknowledging that the Executive currently is the Manager of Boulderado Group, LLC). Subject to that certain Agreement Regarding Assignment of Inventions, Confidentiality and Non-Solicitation by and between Executive and the Company and attached hereto as Exhibit A (the “ Employee NDA ”), Executive may engage in other business, personal, charitable, and similar types of activities to the extent that such activities do not materially inhibit or prohibit the performance of Executive’s duties hereunder or materially inhibit or conflict with the business of the Company.

1.03 Term of Employment . Subject to earlier termination pursuant to Article III, Executive’s employment pursuant to this Agreement shall continue until the first anniversary of the date hereof (the “ Initial Term ”) and shall automatically renew for successive one-year terms thereafter (each a “ Renewal Term ,” and together with the Initial Term, the “ Term ”) unless either party hereto delivers written notice of termination to the other at least sixty (60) days prior to the end of the Initial Term or any Renewal Term, as the case may be.

COMPENSATION, BENEFITS AND EXPENSES

2.01 Compensation and Benefits . For all services rendered by Executive in any capacity during the Term, including, without limitation, services as an officer, director or member of any committee of the Company, or any subsidiary or affiliate, Executive shall be compensated by the Company as follows (subject, in each case, to the provisions of Article III below):

(A) Base Salary . The Executive will serve for a Base Salary equal to the federal minimum wage for the period through December 31, 2015. Commencing January 1, 2016, the Executive will receive a Base Salary at the rate of $275,000 per annum, payable in accordance with the Company’s payroll payment policy as in effect from time to time.

(B) Annual Bonuses . During the Term, Executive shall be eligible to participate in the Management Incentive Bonus Plan attached hereto as Exhibit B (the “ MIBP ”). Any payments due under the MIBP paid hereunder will be paid in the payroll period next following the Board’s approval of such MIBP Payment and shall be conditioned on the Executive’s continued employment with the Company as of the date of the end of the fiscal year in which the MIBP is determined. The MIBP shall only become effective at such time as the MIBP is approved by a vote of the majority of the Company’s directors who are deemed to be “disinterested directors” within the meanings of Section 144(a)(1) of the Delaware General Corporation Law (the “ DGCL ”) or the MIBP is approved by the vote of the Company’s stockholders under Section 144(a)(2) excluding the vote of any stockholders eligible to receive a benefit under the MIBP or any “affiliate” of such stockholder (including, for the avoidance of doubt, each of Magnolia Capital Fund, L.P. and Boulderado Capital, LLC).

(C) General Benefits . Commencing January 1, 2016, the Executive shall be entitled to such benefits as the Company provides to its employees generally.

2.02 Expenses . The Company shall reimburse Executive for all reasonable out-of-pocket expenses Executive incurred during the Term in connection with the performance of Executive’s duties under this Agreement, according to the Company’s expense and reimbursement policies in effect from time to time.

2.03 Withholding and Deduction . All payments to Executive pursuant to this Agreement are subject to applicable withholding and deduction requirements.

3.01 Events of Termination . This Agreement and Executive’s employment hereunder shall terminate upon the occurrence of any one or more of the following events:

(A) Death . In the event of Executive’s death, this Agreement and Executive’s employment hereunder shall automatically terminate effective as of the date and time of death.

(B) Disability . To the extent permitted by law, in the event of Executive’s medically determined physical or mental disability as a result of which Executive is unable to perform Executive’s material duties under this Agreement for a period of at least one hundred twenty (120) consecutive days in any twelve (12)-month period or one hundred fifty (150) non-consecutive days in any twelve (12)-month period, and which cannot be reasonably accommodated by the Company without undue hardship (“ Disability ”), the Company may terminate this Agreement and Executive’s employment hereunder upon at least thirty (30) days’ prior written notice to Executive.

(C) Termination by the Company for Cause . The Company may, at its option, terminate this Agreement and Executive’s employment hereunder for Cause (as defined herein) upon giving notice of

termination to Executive (following the expiration of the applicable cure period, if any) which notice specifies that the Company deems such termination to be for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Executive’s employment shall terminate on the date on which such notice shall be given. For purposes hereof, “ Cause ” shall mean (a) Executive’s conviction of, guilty or nolo contendere plea to, or confession of guilt of, a felony or act involving moral turpitude or fraud; (b) Executive’s willful and continued breach of this Agreement or the Employee NDA; (c) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations; (d) Executive’s failure to perform his assigned duties for the Company or willful and continued breach of the Company’s written policies and failure to remedy such nonperformance or beach within thirty (30) days following written notice from the Board to Executive notifying him of such failure or breach; or (e) Executive’s theft, fraud, embezzlement, dishonesty or similar conduct which is or is likely to be injurious to the business or reputation of the Company or any subsidiary of the Company.

(D) Without Cause by the Company . The Company may, at its option, at any time terminate Executive’s employment for no reason or for any reason whatsoever (other than for Cause or due to death or Disability), provided that in such event the Company shall be obligated to pay Executive the Severance Payments (as defined below).

(E) Termination By Executive. Executive may terminate this Agreement and Executive’s employment hereunder at any time with notice to the Company, either with Good Reason or without Good Reason. For purposes hereof, “ Good Reason ” shall mean any of the following: (i) a substantial diminution in the duties and responsibilities of Executive; (ii) a substantial diminution in Executive’s compensation or benefits; or (iii) relocation of the Company’s place of business in which Executive is employed to a location outside of a thirty (30) mile radius of Boston, Massachusetts.

(F) Mutual Agreement . This Agreement and Executive’s employment hereunder may be terminated at any time by the mutual agreement of the Company and Executive.

(G) Expiration of Term . This Agreement and Executive’s employment hereunder shall automatically terminate upon the expiration of the Term.

(H) Definition of Severance Payments. “ Severance Payments ” means an amount of the MIBP equal to the amounts which would have been payable to the Executive if he had remained with the Company through the remainder of the fiscal year in which his employment terminates multiplied by a fraction equal to the number of days during the fiscal year that the Executive remained employed by the Company divided by 365. If the Executive becomes a full-time employee of the Company, Severance Payments shall also mean an amount equal to four months base salary for each full 12 month period Executive is employed by the Company commencing August 1, 2015, except that in no event shall Severance Payments exceed the then current base salary on a monthly basis multiplied by 12.

(I) Execution of Release . The payment of Severance Payments shall be conditioned upon the Company’s receipt of a Release from Executive in form and substance reasonably acceptable to the Company.

3.02 The Company’s Obligations Upon Termination .

(A) Death, Disability, Termination without Cause or Termination for Good Reason . If, during the Term, this Agreement and Executive’s employment hereunder shall terminate as a result of Executive’s death, Disability, termination by the Company without Cause or termination by the Executive for Good Reason, the Company’s sole obligation to Executive (or his estate) under this Agreement shall be for the Company to (i) pay to Executive’s estate the amount of any Base Salary earned, but not yet paid to Executive, prior to the date of such termination, (ii) reimburse Executive (or his estate) for any expenses incurred by Executive through the date of termination, in accordance with Section 2.02, (iii) pay to the Executive (or his estate) an amount equal to the payment he would have received under the MIBP for the fiscal year in which his employment terminated had he remained employed by the Company for the entire fiscal year, and (d) if at the time of such termination the executive is receiving a Base Salary and his employment is terminated without Cause by the Company or the executive terminates for Good Reason, the amount of Severance Pay.

(B) For Cause; Termination by Executive without Good Reason . If, during the Term, the Company shall terminate this Agreement and Executive’s employment hereunder for Cause or Executive shall terminate this Agreement and Executive’s employment hereunder without Good Reason, the Company’s sole obligation to Executive under this Agreement shall be for the Company to (i) pay to Executive the amount of any Base Salary earned, but not yet paid to Executive, prior to the date of such termination, and (ii) reimburse Executive for any expenses incurred by Executive through the date of termination, in accordance with Section 2.02 .

(D) Expiration of Term; Mutual Agreement . Upon the expiration of the Term or any termination of this Agreement and Executive’s engagement hereunder by mutual agreement of the Company and Executive, the Company’s sole obligation to Executive under this Agreement shall be for the Company to (i) pay to Executive the amount of any Base Salary earned but not yet paid to Executive, prior to the date of such termination, and (ii) reimburse Executive for any expenses incurred by Executive through the date of termination, in accordance with Section 2.02 .

(E) Vested Benefits . In addition to the payments and benefits set forth in this Section 3.02 , amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those relating to any severance or equity incentive plan) on the date of termination, shall be payable in accordance with such plan, policy, practice or agreement.

3.03. Executive’s Obligations Upon Termination . Upon any termination, the Executive agrees that he will be bound by the Employee NDA, and that he will inform all third parties, including but not limited to, future employers, consulting or other clients of Executive, of these agreements. The Executive acknowledges that the restrictions contained in the Employee NDA are reasonable and necessary to protect the legitimate business interests of the Company and that any breach or threatened breach by Executive of any provision contained in the Employee NDA will result in immediate irreparable injury to the Company for which a remedy at law would be inadequate. Executive further acknowledges that any remedy specified by any provision of this Agreement shall, unless expressly providing to the contrary, be a nonexclusive remedy for that provision and shall not preclude any and all other remedies at law or in equity from also being applicable.

3.04 Release . Any payments to be made or benefits to be provided by the Company or any affiliate thereof pursuant to this Article III or any other provision hereof which requires receipt of a release from Executive, shall be subject to the Company’s receipt from Executive of an effective general release and agreement not to sue, in a written form satisfactory to the Company (the “ Release ”). Notwithstanding the due

date of any payment hereunder requiring a Release, the Company shall not be obligated to make any such payment until after the expiration of any revocation period applicable to the Release.

3.05 Survival . This Article III and Article IV shall survive any expiration or termination of this Agreement.

4.01 Benefit of Agreement and Assignment . This Agreement shall inure to the benefit of the Company, any subsidiary of the Company, and each of their respective successors and assigns (including, without limitation, any purchaser of all or substantially all of the assets of either of the foregoing) and shall be binding upon such parties and their respective successors and assigns. This Agreement shall also inure to the benefit of and be binding upon Executive and Executive’s heirs, administrators, executors and assigns. Executive may not assign or delegate Executive’s duties under this Agreement without the prior written consent of the Company. Nothing in this Agreement shall preclude the Company and/or any subsidiary of the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, or engaging in any other business combination with, any other person or entity which assumes this Agreement and all obligations and undertakings of such party hereunder. Upon such a consolidation, merger, transfer of assets or other business combination and assumption, the term “ Company ” as used herein shall be deemed to be modified as necessary to reflect that such other person or entity shall have assumed the benefits and obligations of such party hereunder and this Agreement shall continue in full force and effect unless otherwise terminated pursuant to the terms hereof.

4.02 Notices . Any notice required shall be in writing and shall be deemed to have been duly given and received: (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving party of any notice sent by registered or certified mail ( return receipt requested) or (iii) on the date targeted for delivery if delivered by nationally recognized overnight courier or similar courier service, in each case addressed to the Company or Executive, as the case may be, at the respective addresses indicated below or such other address as either party may in the future specify in writing to the other in accordance with this Section 4.02 in the case of the Company to Boston Omaha Corporation, 292 Newbury Street, Suite 333, Boston, Massachusetts 02115, with a copy to Gennari Aronson, LLP, 300 First Avenue, Suite 102, Needham, Massachusetts 02494, Attention Neil Aronson, Esq. and in the case of Executive to Alex B. Rozek, 292 Newbury Street, Suite 333, Boston MA 02115.

4.03 Entire Agreement . This Agreement, including the schedules and exhibits hereto, together with the Employee NDA, contain the entire agreement of the parties hereto with respect to the terms and conditions of Executive’s employment during the Term and activities following termination of this Agreement and supersede any and all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement and the NDA. This Agreement may not be changed or modified except by an instrument in writing, signed by the Company and Executive.

4.04 No Waiver . The waiver by the other party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.

4.06 Headings . The Article and Section headings in this Agreement are for the convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

4.07 Governing Law; Jurisdiction . This Agreement, the performance of this Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to the conflict or choice of law provisions and principles thereof.

4.08 Resolution of Disputes . In the event of any dispute, controversy or claim arising out of relating to this Agreement, any and all proceedings arising out of this agreement shall be brought before a single arbitrator in accordance with the rules of the American Arbitration Association. The decision of the arbitration tribunal shall be final, binding and non-appealable.

4.09 Validity; Severability . In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

4.11 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

4.10 Independent Advice . Executive acknowledges and agrees that in connection with the preparation, negotiation and execution of each of this Agreement, the Employee NDA and any other related agreements (the “ Employment Arrangements ”): (i) that Gennari Aronson, LLP (“ GALLP ”) has served, and continues to serve, as counsel to the Company in connection with the Employment Arrangements, (ii) that GALLP has not, and does not serve as counsel to Executive in connection with the Employment Arrangements, (iii) that GALLP has not counseled or advised the Executive in connection with the Employment Arrangements, (iv) that the Executive is not relying on any accounting, tax or legal advice of GALLP in connection with the Employment Arrangement, (v) that the Executive has been advised to obtain separate and independent accounting, tax and legal advice of the Executive’s own choosing prior to entering into the Employment Arrangements, and (vi) that GALLP is an intended third party beneficiary of this paragraph.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Company and Executive have duly executed this Employment Agreement as of the date first written above.

BOSTON OMAHA CORPORATION

By: /s/ Adam K. Peterson

Name: Adam K. Peterson

Title: Co-Chief Executive Officer

Exhibit 10.2

EMPLOYMENT AGREEMENT

For other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

ARTICLE I

EMPLOYMENT, POSITION, DUTIES, AUTHORITY AND TERM

1.02 Position, Duties and Authority . During the Term, Executive shall serve as Co- Chief Executive Officer of the Company and shall report directly to the Company’s Board of Directors (the “ Board ”) and shall have such customary responsibilities, duties, power and authority (consistent with Executive’s position as Co-Chief Executive Officer of the Company and reasonably related to the Company’s business) as shall be determined from time to time by the Board. Executive shall devote such of Executive’s business time, attention, skill and efforts to the business and affairs of the Company as reasonably determined by the Executive (it being acknowledged that the Executive is not anticipated to spend his full time and efforts on behalf of the Company and the Company acknowledging that the Executive currently is the Manager of The Magnolia Group, LLC). Subject to that certain Agreement Regarding Assignment of Inventions, Confidentiality and Non-Solicitation by and between Executive and the Company and attached hereto as Exhibit A (the “ Employee NDA ”), Executive may engage in other business, personal, charitable, and similar types of activities to the extent that such activities do not materially inhibit or prohibit the performance of Executive’s duties hereunder or materially inhibit or conflict with the business of the Company.

ARTICLE II

COMPENSATION, BENEFITS AND EXPENSES

(A) Base Salary . The Executive will serve for a Base Salary equal to the federal

minimum wage for the period through December 31, 2015. Commencing January 1, 2016, the Executive will receive a Base Salary at the rate of $275,000 per annum, payable in accordance with the Company’s payroll payment policy as in effect from time to time.

(C) General Benefits . Commencing January 1, 2016, the Executive shall be entitled to such benefits as the Company provides to its employees generally.

2.03 Withholding and Deduction . All payments to Executive pursuant to this Agreement are subject to applicable withholding and deduction requirements.

ARTICLE III

TERMINATION

3.01 Events of Termination . This Agreement and Executive’s employment hereunder shall terminate upon the occurrence of any one or more of the following events:

(A) Death . In the event of Executive’s death, this Agreement and Executive’s employment hereunder shall automatically terminate effective as of the date and time of death.

(C) Termination by the Company for Cause . The Company may, at its option, terminate this Agreement and Executive’s employment hereunder for Cause (as defined herein) upon giving notice of termination to Executive (following the expiration of the applicable cure period, if any) which notice specifies

that the Company deems such termination to be for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Executive’s employment shall terminate on the date on which such notice shall be given. For purposes hereof, “ Cause ” shall mean (a) Executive’s conviction of, guilty or nolo contendere plea to, or confession of guilt of, a felony or act involving moral turpitude or fraud; (b) Executive’s willful and continued breach of this Agreement or the Employee NDA; (c) Executive’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations; (d) Executive’s failure to perform his assigned duties for the Company or willful and continued breach of the Company’s written policies and failure to remedy such nonperformance or beach within thirty (30) days following written notice from the Board to Executive notifying him of such failure or breach; or (e) Executive’s theft, fraud, embezzlement, dishonesty or similar conduct which is or is likely to be injurious to the business or reputation of the Company or any subsidiary of the Company.

(F) Mutual Agreement . This Agreement and Executive’s employment hereunder may be terminated at any time by the mutual agreement of the Company and Executive.

(G) Expiration of Term . This Agreement and Executive’s employment hereunder shall automatically terminate upon the expiration of the Term.

(I) Execution of Release . The payment of Severance Payments shall be conditioned upon the Company’s receipt of a Release from Executive in form and substance reasonably acceptable to the Company.

3.02 The Company’s Obligations Upon Termination .

(A) Death, Disability, Termination without Cause or Termination for Good Reason . If,

during the Term, this Agreement and Executive’s employment hereunder shall terminate as a result of Executive’s death, Disability, termination by the Company without Cause or termination by the Executive for Good Reason, the Company’s sole obligation to Executive (or his estate) under this Agreement shall be for the Company to (i) pay to Executive’s estate the amount of any Base Salary earned, but not yet paid to Executive, prior to the date of such termination, (ii) reimburse Executive (or his estate) for any expenses incurred by Executive through the date of termination, in accordance with Section 2.02, (iii) pay to the Executive (or his estate) an amount equal to the payment he would have received under the MIBP for the fiscal year in which his employment terminated had he remained employed by the Company for the entire fiscal year, and (d) if at the time of such termination the executive is receiving a Base Salary and his employment is terminated without Cause by the Company or the executive terminates for Good Reason, the amount of Severance Pay.

payment until after the expiration of any revocation period applicable to the Release.

3.05 Survival . This Article III and Article IV shall survive any expiration or termination of this Agreement.

ARTICLE IV

MISCELLANEOUS

4.02 Notices . Any notice required shall be in writing and shall be deemed to have been duly given and received: (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving party of any notice sent by registered or certified mail ( return receipt requested) or (iii) on the date targeted for delivery if delivered by nationally recognized overnight courier or similar courier service, in each case addressed to the Company or Executive, as the case may be, at the respective addresses indicated below or such other address as either party may in the future specify in writing to the other in accordance with this Section 4.02 in the case of the Company to Boston Omaha Corporation, 292 Newbury Street, Suite 333, Boston, Massachusetts 02115, with a copy to Gennari Aronson, LLP, 300 First Avenue, Suite 102, Needham, Massachusetts 02494, Attention Neil Aronson, Esq. and in the case of Executive to Adam K. Peterson, 15 East 5 th Street, Suite 1601, Tulsa, Oklahoma 74103.

4.06 Headings . The Article and Section headings in this Agreement are for the convenience of

reference only and do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

4.11 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Company and Executive have duly executed this Employment Agreement as of the date first written above.

BOSTON OMAHA CORPORATION

By: /s/ Alex B. Rozek

Name: Alex B. Rozek

Title: Co-Chief Executive Officer

/s/ Adam K. Peterson

Adam K. Peterson

Exhibit 10.3

BOSTON OMAHA CORPORATION

MANAGEMENT INCENTIVE BONUS PLAN

1. PURPOSE . The purpose of this Management Incentive Bonus Plan (the “ Plan ”) is to promote the success of Boston Omaha Corporation (the “ Company ”) by providing financial incentives to eligible Employees (individually a “ Participant ” and collectively the “ Participants ”) to strive for acceptable return on invested capital of the Company.

2. DEFINITIONS . The following definitions shall be applicable throughout the Plan:

“ Adjusted Stockholders’ Equity ” shall mean the stockholders equity of the Company at the end of any fiscal year as determined by the Company’s independent auditors determined in accordance with generally accepted accounting principles as adjusted by excluding from such calculation any increase or decrease in stockholders’ equity resulting from purchases or redemptions of equity securities or other derivative securities.

“ Annual Period ” means the twelve-month period representing the Company’s fiscal year starting January 1 and ending December 31.

“ Award ” means the amount of cash paid to a Participant under the Plan with respect to Annual Periods.

“ Award Determination Date ” means the date following the end of each Annual Period that the Committee meets to review individual and Company performance, which shall in any event be no later than 60 days from the end of each Annual Period.

“ Committee ” shall mean the Compensation Committee of the Company’s Board of Directors.

“ Effective Date ” means August 1, 2015.

“ Employee ” means any individual, including an officer, who is a full service employee of the Company or any entity in which the Company owns more than 50% of the outstanding ownership interests entitled to vote for the election of directors or the equivalent managing body of such entity, determined on a worldwide basis.

“ Net Growth Target Objectives ” shall mean the Adjusted Stockholders’ Equity of the Company at the end of any fiscal year which equals at least 106% of the Adjusted Stockholders Equity as of the end of the preceding fiscal year.

“ Participant ” means any individual who meets the requirements of Section 4 of the Plan.

Participation Date ” means 90 days from the Employee’s date of hire

“ Term of the Plan ” means the period during which the Plan is effective. This period shall begin on the Effective Date and end on a date to be determined in accordance with Section 10 of the Plan.

3. POWERS AND ADMINISTRATION

a. Administration by the Committee . Subject to any powers to be exercised by the Company’s board of directors, the Committee shall administer the Plan and have such powers and duties as are conferred upon it under this Plan, or any amendments thereto, or by the Board of Directors of the Company. The Committee shall have the authority and complete discretion to (i) prescribe, amend and rescind rules relating to the Plan; (ii) select Participants to receive Awards; (iii) place limits on the annual amounts payable under the Plan; (iv) construe and interpret the Plan; (v) make changes in relation to the Term of the Plan; (vi) correct any defect or omission, or reconcile any inconsistency in the Plan; (vii) authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award; and (viii) make all other determinations deemed necessary or advisable for the administration of the Plan.

b. Committee’s Interpretation Final . The Committee’s interpretation and construction of any provision of the Plan shall be final and binding on all persons claiming an interest in an Award granted or issued under the Plan. Neither the Committee nor any director shall be liable for any action or determination made in good faith with respect to the Plan. The Company, in accordance with its bylaws, shall indemnify and defend such parties to the fullest extent provided by law and such bylaws.

c. Nontransferability of Awards . An award granted a Participant shall not be assignable or transferable in whole or in part, either voluntarily or by operation of law or otherwise. In the event of the Participant’s death, an Award is transferable by the Participant only by will or the laws of descent and distribution. Any attempted assignment, transfer or attachment by any creditor in violation of this Subsection 3(c) shall be null and void.

4. ELIGIBILITY AND PARTICIPATION

Eligibility . All executive officers of the Company and other Employees deemed eligible by the Committee shall be eligible to participate in the Plan.

Participation Date . The Participation Date for an eligible employee will be 90 days from the employee’s date of hire or the date the Committee deems the Participant eligible to participate in the Plan. Participants hired after the beginning of the Annual Period shall receive a pro-rated Award based on the number of days eligible to participate in the Plan versus the number of days available during the Annual Period. For instance, a person hired on April 15th will have a Participant Date of July 15th and have 260 (365 eligible days less 105 non-eligible days) eligible days to participate in the Plan. Participants must be employed with the Company on the Award Determination Date and the date Award is paid to be eligible for an Award under the Plan.

Participation and Approval . For each Annual Period, either or both of the Co-Chief Executive Officers shall present to the Committee a list of recommended Participants and a recommended target Award for each Participant for the fiscal year, which recommendations may be submitted after the commencement of the current Annual Period. The Committee shall review the Co-Chief Executive Officer’s report, make any adjustments the Committee deems necessary, and approve target Awards for the Annual Period. The Committee or the Co-Chief Executive Officer shall communicate to each Participant his or her participation in the Plan and his or her individual objectives and targets.

5. CALCULATION OF AWARDS.

a. Awards Based on Net Growth Target Objectives . Awards for the Annual Period shall be based on successful completion of attaining Net Growth Target Objectives. The total Awards shall equal 20% of the amount by which Adjusted Stockholders’ Equity for the applicable fiscal year exceeds 106% of Adjusted Stockholders’ Equity for the preceding fiscal year, subject to any limitation on total amounts payable under the Plan as may be established by the Committee. As an illustration only, if the Company’s Adjusted Stockholders’ Equity in 2016 is $1,000,000 and the Company’s Adjusted Stockholders’ Equity after Taxes in 2017 is $1,500,000, then the total Awards payable for 2017 (subject to any cap imposed by the Committee) shall equal $88,000 ($1,500,000 less $1,060,000 = $440,000 multiplied by 20% equals $88,000].

b. Determination of Award Target . Target amounts for Awards for Participants are determined by competitive market information relevant to the job the individual is performing for the Company, the job function of the individual and the individuals’ expected contributions to the Company. The target amounts may be a specified cash amount or a percentage of base pay.

6. PAYMENT. All payments are to be made in cash, less applicable federal, state, local and FICA taxes, as soon as practicable after the Award Determination Date, but in all events within 75 days after it.

7. AMENDMENT OF THE PLAN. The Committee may, from time to time, terminate, suspend, or discontinue the Plan, in whole or part, or revise or amend it in any respect whatsoever.

8. SOURCE OF FUNDS. All awards paid under the Plan are paid from the general assets of the Company and are not liabilities of the Company at any time prior to the time when payment is made. Nothing contained in the Plan shall require the Company to segregate any monies from its general funds, or to create any trust or make any special deposit in respect of any amounts payable under the Plan to or for any Participant or group of Participants.

9. RIGHTS AS AN EMPLOYEE. The Plan shall not be construed to give any individual the right to remain in the employ of the Company or to affect the right of the Company to terminate such individual’s status as an Employee. Participation in the Plan will not affect participation in any other compensatory plan maintained by the Company.

10. EFFECTIVE DATE OF PLAN. The Plan is effective on the Effective Date and shall remain in effect until such time as the Committee decides to terminate the Plan.