exv10w31



 





Exhibit 10.31




LodgeNet Entertainment Corporation 2003 Stock Option and

Incentive Plan Restricted Stock Award Agreement





Name:                                                                        

Date of Award:                                                          

Number of Shares of Restricted Stock Awarded:                    




This Agreement, effective as of the Date of Award, represents an
award of Restricted Stock by LodgeNet Entertainment Corporation, a
Delaware corporation (the “Company”), to you, pursuant to the
provisions of the LodgeNet Entertainment Corporation 2003 Stock
Option and Incentive Plan (the “Plan”).




The Plan provides a description of the general terms and
conditions governing the Restricted Stock awarded hereunder. The
parties hereto also agree to the following additional terms and
conditions governing this award of Restricted Stock:



     1. Vesting. Subject to Section 13 hereof (which provides for accelerated
vesting under the conditions set forth therein), and Section 6 hereof (which
provides for accelerated vesting in the event of death or, in certain cases,
retirement or disability), fifty percent (50%) of the Restricted Stock (the
“First Shares”) shall vest on                     , 200      (three years from date of
award) and fifty percent (50%) of the Restricted Stock (the “Second Shares”)
shall vest on                     , 200      (four years from date of award), but, except
as otherwise provided herein, only if you have been continuously employed by
the Company from the Date of Award (excluding any periods during which you are
on approved leaves of absence) up to and including each respective vesting
date. However, the award of the Restricted Stock hereunder shall not impose
upon the Company a separate obligation to employ you for any given period, or
on any specific terms of employment.



     2. Restricted Stock Certificates. Any Restricted Stock granted to you
hereunder shall be
held by the Corporate Secretary of the Company or designee until such time as
the restrictions lapse or the Restricted Stock is forfeited.



     3. Certificate Legend. Each stock certificate representing shares of
Restricted Stock granted hereunder shall bear the following legend:




“The sale or other transfer of the shares of common stock
represented by this certificate, whether voluntary, involuntary,
or by operation of law, is subject to certain restrictions on
transfer set forth in the LodgeNet Entertainment Corporation 2003
Stock Option and Incentive Plan and a LodgeNet Entertainment
Corporation 2003 Stock Option and Incentive Plan Restricted Stock
Award Agreement dated           , 200        (date of award).”



     4. Removal of Restrictions. When your Restricted Stock is no longer
subject to the terms of this Agreement, you will be entitled to have the legend
required by Section 3 of this



 









 







Agreement removed from the stock certificates representing your shares of
Restricted Stock.



     5. Voting Rights and Dividends. You may exercise full voting rights and
shall receive any dividends and other distributions paid with respect to the
shares of Restricted Stock. If any such dividends or distributions are paid in
shares of common stock of the Company, those shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock under
this Agreement.



     6. Forfeiture. Any unvested Restricted Stock granted to you hereunder
shall be forfeited, and such shares of Restricted Stock shall revert to the
Company, without any obligation of the Company to pay you any consideration
therefor, if (i) you violate the terms of this Agreement or (ii) your
employment with the Company terminates during the term of this Agreement (other
than under the conditions set forth in Sections 7 or 14 hereof which entitle
you to accelerated vesting). The Company shall initiate a forfeiture of
Restricted Stock pursuant to this Section 6 by giving notice to you at any time
within the thirty (30) day period following the date of forfeiture. Upon the
giving of such notice, the Corporate Secretary of the Company shall promptly
cancel the forfeited shares of Restricted Stock and the stock register of the
Company shall be revised accordingly. You are obligated to return to the
Company any certificates representing such forfeited shares, but your failure
to do so shall not affect the forfeiture or cancellation of such shares. You
shall have no rights as a stockholder of the Company with respect to forfeited
and cancelled shares.



     7. Termination of Employment Due to Death, Disability or Retirement. If
your employment is terminated due to Death during the Restriction Period, the
restrictions on any shares of Restricted Stock shall lapse at the time of Death
and the Restricted Stock shall be fully vested. In the event your employment
is terminated due to Disability or Retirement (as such terms are defined in the
Plan) during the Restriction Period, unless otherwise determined by the
Compensation Committee of the Company’s Board of Directors (the “Compensation
Committee”), a pro rata number of the First Shares or the Second Shares which
have not vested, as applicable, shall be fully vested. For purposes hereof,
the pro rata number of First Shares or Second Shares, if any, veting in
accordance with the foregoing shall be determined by the number of days of
continuous employment through that date on which your Disability is finally
determined or through the date of your Retirement.



     8. Termination of Employment for Other Reasons. If your employment with
the Company is terminated for any reason other than those reasons set forth in
Sections 7 or 14 hereof, including without limitation a termination of your
employment with or without cause, all unvested shares of Restricted Stock held
by you at the time of such employment termination shall be forfeited by you to
the Company, in accordance with the provisions of Section 6 hereof.



     9. Acceleration. Notwithstanding anything to the contrary contained
herein, the Compensation Committee shall always have the power, in its sole
discretion, to accelerate the vesting dates of the Restricted Stock.



     10. Nontransferability. Unvested Restricted Stock awarded pursuant to
this Agreement may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated (each, a



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“Transfer”), other than by will or by the laws of descent and
distribution. If any Transfer, whether voluntary or involuntary, of unvested
Restricted Stock is made, or if any attachment, execution, garnishment, or lien
shall be issued against or placed upon the unvested Restricted Stock, such
unvested Restricted Stock shall be immediately forfeited by you to the Company,
and this Agreement shall be of no further effect.



     11. Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require you or your estate to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Agreement.



     12. Share Withholding. With respect to withholding required upon any
other taxable event arising as a result of Restricted Stock awards granted
hereunder, you may elect, subject to the approval of the Compensation
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold shares having a fair market value on the date the
tax is to be determined equal to the minimum statutory total tax which could be
withheld on the transaction. All such elections shall be irrevocable, made in
writing, signed by you, and shall be subject to any restrictions or limitations
that the Committee, in its sole discretion, deems appropriate.



     13. Administration. This Agreement and your rights hereunder are subject
to all the terms and conditions of the Plan, as the same may be amended from
time to time, as well as to such rules and regulations as the Committee may
adopt for administration of the Plan. It is expressly understood that the
Committee is authorized to administer, construe, and make all determinations
necessary or appropriate to the administration of the Plan and this Agreement,
all of which shall be binding upon the Participant. Any inconsistency between
this Agreement and the Plan shall be resolved in favor of this Agreement.



     14. Acceleration of Vesting.




	a.	 	If, in connection with or within two (2) years
following the occurrence of a Change in Control (as defined in
subsection 14 (b) below), your employment with the Company
terminates voluntarily for Good Reason (as defined in subsection
14 (b) below), or involuntarily for any reason other than for
Cause (as defined in subsection 14 (b) below), all
outstanding shares of Restricted Stock not previously vested pursuant to the
terms of Section 1 hereof shall, without further action, become
immediately 100% fully vested as of the date of such termination.
	 
	b.	 	For purposes hereof: (i) termination for “Cause” shall
mean termination of your employment by the Company or any of its
subsidiaries because of: (A) your dishonesty, fraud or breach of
trust or substantial misconduct in the performance of, or
substantial nonperformance of, your duties, (B) any act or
omission by you that is a substantial cause for a regulatory body
with jurisdiction over the Company or any of its subsidiaries to
request or recommend your suspension or removal or to impose
sanctions upon the Company, or (C) a material breach by you of
any applicable employment agreement between you and the Company
or




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	 	 	any of its subsidiaries; (ii) termination with “Good Reason” shall
mean voluntary termination of your employment because, without your
express written consent: (A) the Company or any subsidiary
materially breaches any of the terms of an employment agreement,
severance agreement or other compensation arrangement between the
Company or any of its subsidiaries and you, (B) you are assigned
duties materially inconsistent with your position, duties, and
status immediately prior the Change in Control, (C) the Company or
any subsidiary reduces your base salary and/or benefits under the
Company’s or a subsidiary’s incentive, stock option, retirement,
welfare, disability, health, insurance, benefit or other
compensatory plan (including, without limitation, cash paid in lieu
of any such benefit) in existence immediately prior to the Change
in Control (without substitution of a substantially equivalent plan
or benefit), such that your compensation, in the aggregate, has
been materially reduced, or (D) failure by the Company to cause any
successor or resulting entity to expressly assume and agree to
perform the Company’s obligations under this Agreement; and (iii) a
“Change in Control” shall mean the occurrence of any of the
following: (A) any person (as such term is used in Section 13 of
the Securities Exchange Act of 1934 (the “Exchange Act”) and the
rules and regulations thereunder and including any Affiliate or
Associate of such person, as defined in Rule 12b-2 under said Act,
and any person acting in concert with such person), directly or
indirectly, acquires or otherwise becomes the “beneficial owner”
(as such term is defined in Rule 13d-3 of the Exchange Act, except
that a person or entity shall also be deemed the beneficial owner
of all securities which such person or entity may have a right to
acquire, whether or not such right is presently exercisable) of
securities representing thirty percent (30%) or more of the voting
power entitled to be cast at elections for directors (“Voting
Power”) of the Company; or (B) there occurs any merger or
consolidation (in one or more transactions) of the Company, or any
sale, lease or exchange (in one or more transactions) of all or any
substantial part of the consolidated assets of the Company (meaning
assets representing thirty percent (30%) or more of the Company’s
consolidated net tangible assets or generating thirty percent (30%)
or more of the Company’s consolidated operating cash flow, in each
case as measured over the Company’s preceding four full fiscal
quarters) to any other person and (y) in the case of a merger or
consolidation, the holders of outstanding stock of the Company
entitled to vote in elections of directors immediately before such
merger or consolidation (excluding for this purpose any person
(including any Affiliate or Associate) that directly or indirectly
owns or is entitled to vote thirty percent (30%) of more of the
Voting Power of the Company) hold less than seventy percent (70%)
of the Voting Power of the survivor of such merger or consolidation
or its parent, or (z) in the case of any such sale, lease or
exchange, the Company does not own more than fifty percent (50%) of
the Voting Power of the other person; or (C) during any period
subsequent hereto, a majority of the Company’s directors shall not
for any reason be board members who at the beginning of such period
constituted a majority of the Board of Directors or persons
nominated as new directors by a majority of such continuing
directors.





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     15. Miscellaneous.




	c.	 	All obligations of the Company under the Plan and this
Agreement, with respect to the Restricted Stock, shall be binding
on any successor as to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
	 
	d.	 	To the extent not preempted by federal law, this
Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to such
jurisdiction’s conflict of laws principles.





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of                           , 200     (date of award).



	 	 	 
	

	 	LODGENET ENTERTAINMENT CORPORATION
	 
	 	 
	

	 	By                                       
	

	 	                                      
	 
	 	 
	

	 	                                      
	

	 	[Name of Grantee]








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