**EXHIBIT 10.14**

 

HICKORYTECH CORPORATION

**EMPLOYEESTOCK PURCHASE PLAN**

**Amendedand Restated August 1, 2006**

 

1.     Purpose. The purposeof the Employee Stock Purchase Plan (the “Plan”), is to provide eligibleemployees of HickoryTech Corporation (the “Company”), and its subsidiaries, whowish to become shareholders of the Company, an opportunity to purchase commonstock of the Company (the “Shares”). The Board of Directors of the Companybelieves that employee participation in the ownership of the Company will be tothe mutual benefit of both the employees and the Company. The Plan is intendedto qualify as an “employee stock purchase plan” within the meaning of Section 423of the Internal Revenue Code (the “Code”).

 

2.     Overview of the Plan.  Employees may only purchase Shares offeredunder the Plan by participating in the Company’s payroll deduction plan.Employees electing to participate in the Plan shall sign up for participationin the Company’s payroll deduction plan effective upon an Election Date (asdefined in Section 9(a) hereof). On the Offering Date (as defined in Section 5hereof), the payroll deductions in the employee’s payroll deduction accountwill be used to purchase Shares in the Company, subject to the limitationscontained in Sections 4 and 7 below.

 

3.     Eligible Employees.  Subject to the provisions of Section 4below, any individual who is an employee of the Company or of any of itssubsidiaries (as defined in Section 424(f) of the Code) a minimum of14 calendar days prior to an Election Date is eligible to participate in theoffering of Shares to be made by the Company on the Offering Date immediatelyfollowing the Election Date.

 

4.     Limitations on Grants.

 

(a)             No more than 500,000Shares may be sold pursuant to the Plan. Appropriate adjustments in the abovefigure, and in the minimum number of Shares which an employee may purchaseshall be made to give effect to any mergers, consolidations, acquisitions,stock splits, stock dividends, or other relevant changes in the capitalizationoccurring after the effective date of the Plan, provided that a fractionalShare shall be adjusted downward to the nearest full Share. Any agreement ofmerger or consolidation will include provisions for protection of the thenexisting rights of participating employees under the Plan.

 

(b)             No employee shall beallowed to participate in the Plan if such participation in the Plan willresult in the employee owning stock consisting of five percent or more of thetotal combined voting power or value of all classes of stock of the Company,computed in accordance with Section 423(b) (3) of the Code.

 

(c)             In accordance withthe provisions of Section 423(b) of the Code, no employee shall begranted rights under this Plan or any employee stock purchase plan which willallow the employee to accrue rights to purchase more than $25,000 in Shares inany year.

 

5.     Offering Date.  On the last business day of the calendarmonth which occurs before twelve months after each Election Date (hereinaftercalled an “Offering Date”), the Board of Directors will make an offer(hereinafter called an “Offering”) to all employees then eligible toparticipate in the purchase of Shares. In order to purchase Shares on an Offering Date, an eligible employeemust complete and file with the Human Resources Department, all documents, ifany, required by the Company.

 

6.     Price.  The price per Share for each Offering shallbe 85 percent of the fair market value of the Shares on the applicable OfferingDate, in each case as determined by the Committee (as defined in Section 17hereof).

 

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7.     Limits of Participation.  As to each Offering, the minimum number ofShares which an employee will be permitted to purchase is ten Shares. If at anytime during the term of this Plan the available Shares (as prescribed in Section 4above) are oversubscribed either because there is not a sufficient number ofShares available on an Offering Date or because of any applicable rules, laws,and regulations of any government agency then in effect imposing limitations onthe number of Shares which may be issued, the rights of the eligible employeesto purchase said Shares shall be prorated to eliminate such oversubscription.

 

8.     Method of Payment.With respect to Shares to be purchased on an Offering Date, full payment forall such Shares shall be made only from funds accumulated by the employee byparticipation in the Company’s payroll deduction plan (as defined in Section 9below).

 

9.     Payroll Deduction Plan.

 

a)              Election Date.From time to time, but not more frequently than once during any 12-monthperiod, the Board of Directors may fix a date which is the first business dayof a month (hereinafter called an “Election Date”) on which the Company willallow eligible employees to participate in the Company’s payroll deductionplan.

 

b)              ElectionParticipation.

 

(i)                CurrentEmployees. Any individual who is an employee a minimum of 14days prior tothe Election Date may elect to participate in the Company’s Payroll DeductionPlan by completing an authorization for a payroll deduction on a form providedby the Company and filing it with Company’s Human Resources Department by thedate designated by Company each plan year. Payroll deductions for the employee shall commence on the first payrolldate following the Election Date and shall end on the payroll date immediatelypreceding the Offering Date, unless sooner terminated by the employee asprovided in Subsection 9(d) below.

 

(ii)               New Employees.Employees hired less than 14 days prior to the Election Date will not beeligible to participate in the Plan until the next Election Date established bythe Board of Directors.

 

c)              Account. Atthe time an employee files an authorization for a payroll deduction, theemployee shall elect to have a deduction made from the employee’s pay on eachpayday in an amount selected by the employee. The amount selected by theemployee may be in any fixed amount; provided, however, under no circumstancesmay the deductions in the aggregate exceed ten percent of the employee’s basicwage and commissions for the 12 month period in which the election iseffective. For purposes of this Plan, basic wage shall mean the employee’sregular salary and shall not include payment for overtime work, bonuses andother forms of compensation. Commissions shall mean any payment received undera Company designated Sales Commission Plan. An employee may not make anyseparate cash payment into such account.

 

d)              Withdrawal.

 

(i)                An employee maywithdraw payroll deductions credited to the employee’s account at any time bygiving written notice to the Company. All of the payroll deductions credited tosuch account will be paid promptly after receipt of notice of withdrawal and nofurther payroll deductions will be made except in accordance with theauthorization for a new payroll deduction filed in accordance with Subsection 9(b) above.

 

(ii)               An employee’swithdrawal will not have any effect upon eligibility to participate on asucceeding Election Date.

 

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(iii)                          Upontermination of the employee’s employment for any reason, the payroll deductionscredited to the account will be returned to the employee, or in the case of thedeath of the employee to the person or persons entitled thereto under Section 11hereof.

 

e)              Interest. TheCompany shall establish an account for each participating employee. The fundsin the payroll deduction account shall constitute indebtedness of the Companyuntil the funds are applied to the purchase of Shares or until the funds arepaid to the employee. No interest will be accrued or paid on the funds in thepayroll deduction accounts.

 

10.   Issuance of Shares. Oneach Offering Date, the accumulated payroll deductions in the employee’saccount on that date will be automatically applied to purchase the maximumnumber of Shares which may be purchased, and a certificate will be issued tothe employee for those Shares. Excess payroll deductions, if any, will bereturned to the employee. Ten Shares shall be the minimum number for which acertificate will be issued at any one time and no fractional Shares will beissued at any time.

 

11.   Designation of Beneficiary.An employee must file a written designation of a beneficiary who is to receivethe funds in the employee’s account in the event of such employee’s death. Suchdesignation of beneficiary may be changed by the employee at any time bywritten notice. Upon the death of an employee and upon receipt by the Companyof proof of a validly designated beneficiary, the Company shall deliver thefunds in the employee’s account to such beneficiary. In the absence of avalidly designated beneficiary who is living at the time of such employee’sdeath, the Company, at its option, shall deliver the cash to the executor oradministrator of the estate of the employee, or if no such executor oradministrator has been appointed (to the knowledge of the Company) the Company,in its discretion, may deliver the cash to the spouse or to any one or moredependents or relatives of the employee, or if no spouse, dependent, orrelative is known to the Company then to such other person as the Company maydesignate. No designated beneficiary shall, prior to the death of the employee,acquire any interest in the cash credited to the employee under the payrolldeduction plan.

 

12.   Employees’ Rights asShareholders. No participating employee shall have any rights as ashareholder in the Shares until full payment has been made for the Shares andthe share certificate is actually issued.

 

13.   Rights Not Transferable.Rights under this Plan are not assignable or transferable by a participatingemployee.

 

14.   Termination of Employment.In the event that the employment of a participating employee is terminated forany reason, said employee’s rights to participate in the Plan shall terminateimmediately and payroll deductions in the account of the employee will be paidto the employee pursuant to the provisions of Section 9(d) hereof.For purposes of this Plan, the participating employee’s employment will bedeemed to be terminated on the date the employee leaves the Company or anysubsidiary.

 

15.   Amendment or Discontinuanceof Plan. The Board of Directors of the Company shall have the right toamend, modify or terminate this Plan at any time without notice provided thatwithout the consent of the shareholders of the Company possessing a majority ofthe voting power, no such amendment to the Plan shall:

 

(a)   Increase the total number ofShares which may be offered under the Plan; or

(b)   Change the classification of employeeseligible to participate in the Plan.

 

16.   Approvals. The Company’sobligation to offer, sell and deliver its Shares under this Plan is subject tothe receipt of any required governmental consents or approvals.

 

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17.   Administration. The Planshall be administered by a Committee consisting of not less than three memberswho shall be appointed by the President of the Company. Each member of theCommittee shall be an officer of the Company or its subsidiaries. The Committeeshall be vested with full authority to determine the fair market value of theshares and to make, administer, and interpret such rules and regulationsas it deems necessary to administer the Plan, and any determination, decisionor action of the Committee in connection with the construction, interpretation,administration, or application of the Plan shall be final, conclusive, andbinding upon all participants and any and all persons claiming under or throughany participant.

 

18.   Duration.  The provisions of this Plan shall terminateno later than July 31, 2016.

 

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