**Exhibit 10(r)**

 

**NON-INCENTIVESTOCK OPTION AGREEMENT**

 

AGREEMENT madethis {DAY} day of {MONTH} {YEAR} between HickoryTech Corporation, a Minnesotacorporation, hereinafter called “HickoryTech”, and {FIRST & LAST NAME OFEMPLOYEE} hereinafter called “{LAST NAME OF EMPLOYEE}”.

 

TERMS

 

NOW, THEREFORE, in consideration of themutual covenants contained in this Agreement, the parties agree as follows:

 

1.                                       Grant ofOption.  HickoryTech grants to {LASTNAME} the right and option to purchase from it, on the following terms andconditions, all or any part of, {# of SHARES) shares of common stock ofHickoryTech.  The purchase price shall be${PURCHASE PRICE} per share, which is the fair market value of HickoryTech’scommon stock on the date of this agreement. This agreement and the options contained herein are subject to theprovisions of the Plan.

 

2.                                       Time ofExercise of Options.  {LAST NAME} mayelect to exercise the options at the times and for the number of sharesindicated as follows:

 

Non-Incentive Stock Options

 

a)                                      After{MONTH, DAY, YEAR}, {LAST NAME} may purchase up to {# OF SHARES} shares;

 

b)                                     After{MONTH, DAY, YEAR}, {LAST NAME} may purchase up to an additional {# OF SHARES}shares; and

 

c)                                      After{MONTH, DAY, YEAR}, {LAST NAME} may purchase up to an additional {# OF SHARES}shares.

 

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Theright of {LAST NAME} to purchase shares pursuant to this Agreement shallterminate on {TERMINATION MONTH, DAY, YEAR}.

 

3.                                       Method ofExercise.  The options granted underthis Agreement may be exercised from time to time, as provided above, by thepayment of the purchase price for the shares which {LAST NAME} elects topurchase.  The purchase price shall bepaid in full at the time of exercise. The purchase price may be payable in cash, in shares of HickoryTechhaving a fair market value equal to the purchase price or a combinationthereof.

 

4.                                       Terminationof Options.  The options and allrights granted by the Agreement, to the extent those rights have not beenexercised, will terminate and become null and void on {TERMINATION MONTH, DAY,YEAR} or sooner if {LAST NAME} ceases to be in the continuous employment ofHickoryTech (whether by resignation, retirement, dismissal, or otherwise).  However, in the event of the termination ofemployment for any reason other than death, {LAST NAME} may exercise theoptions at any time within the three-month period following termination to theextent such options were exercisable by him on the date of termination ofemployment. If {LAST NAME} dies while employed by HickoryTech or within the three-monthperiod following the termination of employment, the person or persons to whomhis rights under the options shall pass, whether by will or by the applicablelaws of descent and distribution, may exercise such options to the extent that{LAST NAME} was entitled to exercise them on the date of his death, for aperiod of six months following his death.

 

5.                                       LimitationUpon Transfer.  During the lifetimeof {LAST NAME}, the options and all rights granted in this Agreement shall beexercisable only by {LAST NAME}, and except as paragraph 4 otherwise provides,the options and all rights granted under this Agreement shall not betransferred, assigned, pledged, or hypothecated in any way (whether byoperation of law or otherwise), and shall not be subject to execution,attachment, or similar process.  Upon anyattempt to transfer, assign, pledge, hypothecate, or otherwise dispose of suchoptions or of such rights contrary to the provisions in this Agreement, or uponthe levy of any attachment or similar process upon such options or such rights,such options and such rights shall immediately become null and void.

 

6.                                       FundamentalChange in HickoryTech.  In the eventof a proposed Fundamental Change (as defined in the Plan) in HickoryTech, theoptions are subject to the rights of HickoryTech (as described in the Plan) totake certain actions regarding the options.

 

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7.                                       Adjustmentsfor Changes in Capitalization. Appropriate adjustments shall be made in the number of shares and thepurchase price to give effect to stock dividends, stock splits, stockcombinations or other changes in the corporate structure of HickoryTech.

 

8.                                       Right asShareholder.  Neither {LAST NAME} norhis executor, legal representative, or heirs, shall be or have any rights orprivileges as a shareholder of HickoryTech in respect of the sharestransferable upon exercise of the options granted under this Agreement, unlessand until certificates representing such shares shall have been delivered to{LAST NAME}, his executor, legal representative, or heirs.

 

9.                                       Notices.  Any notice to be given under the terms ofthis Agreement shall be addressed to HickoryTech in care of its Vice Presidentof Human Resources at 221 East Hickory Street, P.O. Box 3248, Mankato,Minnesota 56002-3248, and any notice to be given to {LAST NAME} shall beaddressed to him/her at {HOME ADDRESS OF EMPLOYEE}, or at such other address aseither party may hereafter designate in writing to the other.  Any such notice shall be deemed duly given onthe date of service if served personally on the party to whom notice is to begiven, or on the third day after mailing to the party to whom notice is to begiven, by first class mail, registered or certified, postage prepaid andproperly addressed.

 

10.                                 Binding Effect.  This Agreement shall be binding upon theheirs, executors, legal representatives and successors of the parties hereto.

 

IN WITNESS WHEREOF, the parties have causedthis agreement to be executed the day and year first above written.

 

 
|   | HICKORYTECH  CORPORATION |
|--------|--------------------------|
|   |                     |
|   | By:                      |   |   |   |
|   |                     |   |   |
|   |                     |   |   |
|   |                     | {FIRST  & LAST NAME OF EMPLOYEE} |   |

 

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