Exhibit
10(g)


 


HICKORYTECH CORPORATION


DIRECTORS’ STOCK OPTION PLAN


 


Amended
and Restated February 5, 2003


 


1.                                       Purpose
of the Plan.  The purpose of this
HickoryTech Corporation Directors’ Stock Option Plan is to attract and retain
the best available individuals for service as Directors of the Company and to
provide additional incentive to the Outside Directors of the Company to serve
as Directors.


 


2.                                       Definitions.


 


(a)                                  “Board”
shall mean the Board of Directors of the Company.


 


(b)                                 “Common
Stock” shall mean the Common Stock of the Company.


 


(c)                                  “Company”
shall mean HickoryTech Corporation, a Minnesota corporation.


 


(d)                                 “Director”
shall mean a member of the Board.


 


(e)                                  “Employee”
shall mean any person, including officers and Directors, employed by the
Company or any parent or subsidiary of the Company.


 


(f)                                    “Fair
Market Value” shall have the meaning set forth in Section 9.


 


(g)                                 “Free
Cash Flow” shall mean HickoryTech’s Earnings Before  Interest, Taxes, Depreciation and
Amortization less Capital Expenditures, Dividends, Mandatory Debt Principal
Repayment, Interest and GAAP Taxes.


 


(h)                                 “GAAP”
shall mean generally accepted accounting principles in the United States in
effect from time to time.


 


(i)                                     “Option”
shall mean a stock option granted pursuant to the Plan.


 


(j)                                     “Optionee”
shall mean an Outside Director who receives an Option.


 


(k)                                  “Outside
Director” shall mean a Director who is not an Employee.


 


(l)                                     “Performance
Criteria” shall mean, for a given fiscal year, achievement of at least 50%
of HickoryTech’s budgeted Free Cash Flow objective.


 

















 


(m)                               “Plan”
shall mean this Directors’ Stock Option Plan.


 


(n)                                 “Shares”
shall mean shares of the Common Stock.


 


3.                                       Shares
Subject to the Plan.  Subject to
Section 12, the maximum aggregate number of Shares that may be optioned and
sold under the Plan is 300,000 shares of Common Stock.  If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares that were subject thereto shall become available for future
grant under the Plan.


 


4.                                       Grants
of Options under the Plan.  On the
date of the close of the audit following each of the fiscal years in which the
Company satisfies the Performance Criteria, each Outside Director shall
automatically receive an Option to purchase 5,000 Shares at the Fair Market
Value on the date of grant.  Each Option
shall be for a term of ten years.


 


5.                                       Grant
of Options under the Plan for new Outside Directors.  New Outside Directors joining the Board will
receive a one-time grant of Options to purchase Shares at the Fair Market Value
on the date of the grant.  The date of
the grant will be the date of their appointment to the Board.  The grant amount will be equal to the number
of Options granted to other Outside Directors during the most recent issuance
of Options under the annual Directors’ Stock Option Plan.


 


6.                                       One-time
Grant of Options for Outside Directors. 
Outside Directors will receive a one-time grant of Options to be issued
effective March 29, 2000.  This
additional one-time grant will be based on the Director’s number of years of
service on the Board.  This one-time
grant would provide for 1,000 Options per year of service, with a maximum of
5,000 Options.  This would not affect
any other issuance of Options under the Directors’ Stock Option Plan.


 


7.                                       Powers
of the Board.  Subject to the
provisions and restrictions of the Plan, the Board shall have the authority, in
its discretion:  (i) to determine the
fair market value of the Common Stock; (ii) to interpret the Plan; (iii) to
authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option granted hereunder; and (iv) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.  All
decisions, determinations and interpretations of the Board shall be final and
binding on all Optionees and any other holders of any Options granted under the
Plan.


 


8.                                       Effective
Date of Plan.  The Plan shall become
effective upon its approval by the shareholders of the Company as described in
Section 17.


 

















 


9.                                       Fair
Market Value.  The fair market value
of a Share shall be, in the event the Common Stock is traded on the Nasdaq
National Market System or listed on a stock exchange, the average closing sale
price on such system or exchange during the five trading days on which there
was actual trading ending on the trading day on which there was actual trading
immediately preceding the date of grant of the Option, as reported in The
Wall Street Journal.  In the event
the Common Stock is not so traded or listed, the Board shall determine fair
market value.


 


10.                                 Exercise
of Option.


 


(a)                                  Procedure
for Exercise; Rights as a Shareholder. 
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. 
Until the issuance of the stock certificate evidencing the Shares so
purchased, the purchaser shall have no right to vote or receive dividends or
any other rights as a shareholder.  A
share certificate for the number of Shares purchased shall be issued to the
Optionee as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 12.


 


(b)                                 Death
of Optionee.  Notwithstanding
Section 10(a) in the event of the death of an Optionee, the Option may be
exercised at any time within six months following the date of death, by the
Optionee’s estate or by a person who acquired the right to exercise the Option
by bequest or inheritance.


 


11.                                 Non-Transferability
of Options.  The Option may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.


 


12.                                 Adjustments
Upon Changes in Capitalization, Dissolution or Merger.  In the event that the number of outstanding
shares of Common Stock of the Company is changed by a stock dividend, stock
split, reverse stock split, combination, reclassification or similar change in
the capital structure of the Company without consideration, the number of
Shares available under this Plan and the number of Shares subject to
outstanding Options and the exercise price per share of such Options shall be
proportionately adjusted.  Such
adjustment shall be made by the Board, whose determination in that respect
shall be conclusive.


 


13.                                 Amendment
and Termination of the Plan.


 


(a)                                  Amendment
and Termination.  The Board may at
any time amend, alter, suspend or discontinue the Plan, but no amendment,
alteration, suspension or discontinuance shall be made which would impair the
rights of any Optionee under any grant theretofore made, without his or her
consent.


 

















 


(b)                                 Effect
of Amendment or Termination.  Any
such amendment or termination of the Plan shall not affect Options already
granted and such Options shall remain in full force and effect as if this Plan
had not been amended or terminated.


 


14.                                 Conditions
Upon Issuance of Shares.  As a
condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such a representation is required by law.


 


15.                                 Reservation
of Shares.  The Company, during the
term of this Plan, will at all times reserve and keep available such number of
the Shares available for issuance pursuant to this Plan as shall be sufficient
to satisfy the requirements of the Plan.


 


16.                                 Option
Agreement.  Options may, but need
not, be evidenced by written Option Agreements in such form as the Board shall
approve.


 


17.                                 Shareholder
Approval.  The Plan shall be subject
to approval by the shareholders of the Company.