Exhibit 10(s)


 


HICKORYTECH
CORPORATION

2005 DIRECTORS’ INCENTIVE PLAN


 


1.                                       Purpose.


 


The purpose of the HickoryTech Corporation 2005
Directors’ Incentive Plan (the “Plan”) is to aid in attracting and retaining
directors capable of assuring the future success of HickoryTech Corporation
(the “Company”), to offer the directors incentives to put forth maximum efforts
for the success of the Company’s business and to afford the directors an
opportunity to acquire a proprietary interest in the Company.  Measures to determine whether shares will be
issued under this plan will be based on improvement of shareholder value.


 


2.                                       Definitions.


 


As used in the Plan, the following terms shall have
the meanings set forth below.


 


(a)                                  “Award”
shall mean any Option, Restricted Stock, Restricted Stock Unit, Dividend
Equivalent, Other Stock Grant or Other Stock-Based Award granted under the
Plan.


 


(b)                                 “Award
Agreement” shall mean the written agreement or other instrument or document
evidencing an Award granted under the Plan. 
Each Award Agreement shall be subject to the applicable terms and
conditions of the Plan and any other terms and conditions (not inconsistent
with the Plan) determined by the Committee.


 


(c)                                  “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder.


 


(d)                                 “Committee”
shall mean the Compensation Committee of the Board of Directors of the Company
or such other committee of directors as may be designated by such Board to
administer the Plan.  The Committee shall
be comprised of not less than such number of directors as shall be required to
permit Awards granted under the Plan to qualify under Rule 16b-3,
and each member of the Committee shall be a “Non-Employee Director” within the
meaning of Rule 16b-3.


 


(e)                                  “Dividend
Equivalent” shall mean any right granted under Section 5(c) of the
Plan.


 


(f)                                    “Eligible
Person” shall mean any director of the Company who is not an employee of the
Company.


 


(g)                                 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(h)                                 “Fair
Market Value” shall mean (i) the five-day average of the last sale price
of the Shares as reported on the Nasdaq National Market for each of the five
latest 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 Award, as reported in The Wall Street
Journal, if


 





















 


the Shares are then
quoted on the Nasdaq National Market, or (ii) the five-day average of the
closing price of the Shares for each of the five latest trading days on a
national securities exchange 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 Award, as reported in The Wall
Street Journal, if the Shares are then being traded on a national
securities exchange.


 


(i)                                     “Option”
shall mean an option granted under Section 5(a) of the Plan that is
not intended to qualify as an incentive stock option under Section 422 of
the Code or any successor provision.


 


(j)                                     “Other
Stock-Based Award” shall mean any right granted under Section 5(e) of
the Plan.


 


(k)                                  “Other
Stock Grant” shall mean any right granted under Section 5(d) of the
Plan.


 


(l)                                     “Participant”
shall mean any Eligible Person designated to be granted an Award under the
Plan.


 


(m)                               “Person”
shall mean any individual, corporation, partnership, association or trust.


 


(n)                                 “Restricted
Stock” shall mean any Share granted under Section 5(b) of the Plan.


 


(o)                                 “Restricted
Stock Unit” shall mean any unit granted under Section 5(b) of the
Plan evidencing the right to receive a Share (or a cash payment equal to the
Fair Market Value of a Share) at some future date.


 


(p)                                 “Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Exchange Act or any successor rule or regulation.


 


(q)                                 “Shares”
shall mean shares of Common Stock, no par value per share, of the Company or
such other securities or property as may become subject to Awards pursuant to
an adjustment made under Section 4(c) of the Plan.


 


3.                                       Administration.


 


The
Plan shall be administered by the Committee. 
Subject to the terms of the Plan and applicable law, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or the method by which payments or other
rights are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement; (v) amend the
terms and conditions of any Award or Award Agreement; provided, however, that
the Committee shall not adjust or amend the exercise price of Options
previously awarded to any Participant, whether through amendment, cancellation
or replacement grants, or any other means; (vi) accelerate the
exercisability of any Option or the lapse of restrictions relating to any
Award; (vii) determine whether, to what extent and under what
circumstances Options may be exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended; (viii) interpret
and administer the Plan and any instrument or agreement relating to, or Award
made


 


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under, the Plan; and (ix) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon any Participant and any holder or beneficiary of
any Award.


 


4.                                       Shares
Available for Awards.


 


(a)                                  Shares
Available.  Subject to adjustment as
provided in Section 4(c), the number of Shares available for granting
Awards under the Plan shall be 200,000. 
If an Award should expire or become unexercisable for any reason without
Shares having been issued in full, the Shares that were subject to the expired
portion of such Award shall become available for future grant under the Plan.


 


(b)                                 Accounting
for Awards.  For purposes of this Section 4,
if an Award entitles the holder thereof to receive or purchase Shares, the
number of Shares covered by such Award or to which such Award relates shall be
counted on the date of grant of such Award against the aggregate number of
Shares available for granting Awards under the Plan.


 


(c)                                  Adjustments.  In the event that the Board of Directors
shall determine that any dividend or other distribution (whether in the form of
cash, Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spinoff, combination, repurchase or exchange of Shares or other securities of
the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Board of
Directors to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any
or all of (i) the number and type of Shares (or other securities or other
property) which thereafter may be made the subject of Awards, (ii) the
number and type of Shares (or other securities or other property) subject to
outstanding Awards and (iii) the purchase or exercise price with respect
to any Award; provided, however, that the number of Shares covered by any Award
or to which such Award relates shall always be a whole number.


 


5.                                       Awards.


 


(a)                                  Options.  The Committee is hereby authorized to grant
Options to Eligible Persons with the following terms and conditions and with
such additional terms and conditions not inconsistent with the provisions of
the Plan as the Committee shall determine:


 


(i)                                     Exercise
Price.  The exercise price per Share
purchasable under an Option shall be determined by the Committee; provided,
however, that such purchase price shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of such Option.


 


(ii)                                  Option
Term.  The term of each Option shall
be fixed by the Committee.


 


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(iii)                               Time
and Method of Exercise.  The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part and the method or methods by which, and the form or forms
in which, payment of the exercise price with respect thereto may be made or
deemed to have been made.


 


(b)                                 Restricted
Stock and Restricted Stock Units. 
The Committee is hereby authorized to grant Awards of Restricted Stock
and/or Restricted Stock Units to Eligible Persons with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:


 


(i)                                     Restrictions.  Shares of Restricted Stock and Restricted
Stock Units shall be subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other right with
respect thereto), which restrictions may lapse separately or in combination at
such time or times, in such installments or otherwise as the Committee may deem
appropriate.


 


(ii)                                  Stock
Certificates.  At the time that
Restricted Stock is granted to an Eligible Person, such Shares of Restricted
Stock shall be issued and held by the Company or held in nominee name by the
stock transfer agent or brokerage service selected by the Company to provide
such services for the Plan.  No stock
certificates evidencing such Restricted Stock shall be issued to the
Participant prior to the lapse or waiver of restrictions applicable to such
Restricted Stock.  Stock certificates
registered in the name of the Participant shall be delivered to the Participant
promptly after the applicable restrictions lapse or are waived.  In the case of Restricted Stock Units, no
Shares shall be issued at the time such Awards are granted.


 


(iii)                               Forfeiture; Delivery
of Shares.  Except as otherwise
determined by the Committee, upon a Participant’s termination of service as a
director of the Company (as determined under criteria established by the
Committee) during the applicable restriction period, all Shares of Restricted
Stock and all Restricted Stock Units held by the Participant at such time shall
be forfeited and reacquired by the Company; provided, however, that the
Committee may, when it finds that a waiver would be in the best interest of the
Company, waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units; provided
further that, notwithstanding the foregoing, upon termination of service as a
director by reason of the death of such director, or retirement from the Board
of Directors in accordance with the retirement policy adopted by the Company’s
Board of Directors from time to time, all remaining restrictions with respect
to Shares of Restricted Stock or Restricted Stock Units held by such director
shall lapse.  Shares representing
Restricted Stock that is no longer subject to restrictions shall be delivered
to the holder thereof (or the beneficiary or personal representative of such
holder, as the case may be, in the event of death of such holder) promptly
after the applicable restrictions lapse or are waived.  Upon the lapse or waiver of restrictions and
the restricted period relating to Restricted Stock Units evidencing the right
to receive Shares, such Shares shall be issued and delivered to the holder of
the Restricted Stock Units.


 


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(c)                                  Dividend
Equivalents.  The Committee is hereby
authorized to grant to Eligible Persons Dividend Equivalents under which the
Participant shall be entitled to receive payments (in cash, Shares, other
securities or other Awards as determined in the discretion of the Committee)
equivalent to the amount of cash dividends paid by the Company to holders of
Shares with respect to a number of Shares determined by the Committee.  Subject to the terms of the Plan and any
applicable Award Agreement, such Dividend Equivalents may have such terms and
conditions as the Committee shall determine.


 


(d)                                 Other
Stock Grants.  The Committee is
hereby authorized, subject to the terms of the Plan, to grant to Eligible
Persons Shares without restrictions thereon as are deemed by the Committee to
be consistent with the purpose of the Plan.


 


(e)                                  Other
Stock-Based Awards.  The Committee is
hereby authorized to grant to Eligible Persons such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares, as are deemed by the Committee to be
consistent with the purpose of the Plan. 
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of such Awards.  Shares delivered pursuant to a purchase right
granted under this Section 5(e) shall be purchased for such
consideration, which may be paid by such method or methods and in such form or
forms (including, without limitation, cash, Shares or other Awards, or any
combination thereof), as the Committee shall determine.


 


(e)                                  General.


 


(i)                                     Forms
of Payment under Awards.  Subject to
the terms of the Plan and any applicable Award Agreement, payments or transfers
to be made by the Company upon the grant, exercise or payment of an Award may
be made in such form or forms as the Committee shall determine (including,
without limitation, cash, Shares or other Awards, or any combination thereof)
and may be made in a single payment or transfer or in installments, in each
case in accordance with rules and procedures established by the Committee.


 


(ii)                                  Limits
on Transfer of Awards.  No Award and
no right under any such Award shall be transferable by a Participant other than
by will or by the laws of descent and distribution; provided, however, that, a
Participant may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any property distributable with respect to any Award upon the death of
the Participant.  Each Option shall be
exercisable during the Participant’s lifetime only by the Participant or, if
permissible under applicable law, by the Participant’s guardian or legal
representative within six months following the death of the Participant.  No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company.


 


(iii)                               Term of Awards.  The term of each Award shall be for such
period as may be determined by the Committee.


 


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(iv)                              Restrictions;
Securities Exchange Listing.  All
certificates for Shares or other securities delivered under the Plan pursuant
to any Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations and other requirements of the Securities and Exchange
Commission and any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be placed on any such certificates
to make appropriate reference to such restrictions.  If the Shares or other securities are traded
on a securities exchange, the Company shall not be required to deliver any
Shares or other securities covered by an Award unless and until such Shares or
other securities have been admitted for trading on such securities exchange.


 


6.                                       Amendment
and Termination; Corrections.


 


(a)                                  Amendments
to the Plan.  The Board of Directors
of the Company may amend, alter, suspend, discontinue or terminate the Plan;
provided, however, that, notwithstanding any other provision of the Plan or any
Award Agreement, no amendment to the Plan will be made without the prior
approval of the shareholders of the Company that: (i) requires shareholder
approval under the rules or regulations of the National Association of
Securities Dealers, Inc. or any securities exchange that are applicable to
the Company; (ii) permits repricing of Options which is prohibited by Section 3(a)(v);
(iii) increases the number of shares authorized under the Plan as
specified in Section 4(a); or (iv) permits the award of Options at a
price less than 100% of the Fair Market Value of a Share on the date of grant
of such Option, as prohibited by Section 5(a)(i).


 


(b)                                 Amendments
to Awards.  Subject to the provisions
of the Plan, the Committee may waive any conditions of or rights of the Company
under any outstanding Award, prospectively or retroactively.  The Committee may not amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively,
without the consent of the Participant or holder or beneficiary thereof, except
as otherwise herein provided.


 


(c)                                  Correction
of Defects, Omissions and Inconsistencies. 
The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to carry the Plan into effect.


 


7.                                       General
Provisions.


 


(a)                                  No
Rights to Awards.  No Eligible
Person, Participant or other Person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
Eligible Persons, Participants or holders or beneficiaries of Awards under the
Plan.  The terms and conditions of Awards
need not be the same with respect to different Participants.


 


(b)                                 Award
Agreements.  No Participant shall
have rights under an Award granted to such Participant unless and until an
Award Agreement shall have been duly executed on behalf of the Company;
provided, however, that no Award Agreement shall be required in connection with
any Other Stock Grant made pursuant to Section 5(d).


 


(c)                                  No
Rights of Shareholders.  Except with
respect to Restricted Stock, neither a Participant nor the Participant’s legal
representative shall be, or have any of the rights and


 


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privileges of, a
shareholder of the Company in respect of any Shares issuable upon the exercise
or payment of any Award, in whole or in part, unless and until certificates for
such Shares shall have been issued.


 


(d)                                 Governing
Law.  The internal law, and not the
law of conflicts, of the State of Minnesota will govern all questions
concerning the validity, construction and effect of the Plan and any rules and
regulations relating to the Plan.


 


(e)                                  Severability.  If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction or Award, and the remainder of the Plan or
any such Award shall remain in full force and effect.


 


(f)                                    No
Trust or Fund Created.  Neither the
Plan nor any Award, shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company and a
Participant or any other Person.  To the
extent that any Person acquires a right to receive payments from the Company
pursuant to an Award, such right shall be no greater than the right of any
unsecured general creditor of the Company.


 


(g)                                 No
Fractional Shares.  No stock
certificate for a fractional Share shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine, in connection with the
issuance or delivery of any stock certificate pursuant to an Award, whether
cash shall be paid in lieu of any fractional Share or whether such fractional
Share and any rights thereto shall be canceled, terminated or otherwise
eliminated.


 


(h)                                 Headings.  Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any
provision thereof.


 


8.                                       Effective
Date of the Plan.


 


The Plan shall be effective as of the date of its
approval by the shareholders of the Company.


 


9.                                       Term
of the Plan.


 


Awards shall only be granted under the Plan during a 10-year
period beginning on the effective date of the Plan.  However, unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award theretofore granted
may extend beyond the end of such 10-year period, and the authority of
the Committee provided for hereunder with respect to the Plan and any Awards,
and the authority of the Board of Directors of the Company to amend the Plan,
shall extend beyond the end of such period.


 


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