Exhibit 10.2

 

	
 
    	
 
    
	
Notice of Grant of Award
    	
SureWest Communications
    ID:  68-0365195
   8150 Industrial Avenue 
   Roseville, CA 95678
    
	
and Award Agreement
    
	
 
    
	
 
    
	
 
    


 

 

	
Name [Insert recipient’s name]
    	
Award Number: [Insert Award Number]
    
	
Address [Insert recipient’s address]
    	
Plan: 2000
    
	
City, State Zip
    	
 
    
	
 
    	
 
    


 

 

Effective [Insert date], you have been granted a performance award of [Insert number of shares awarded]  shares of SureWest Communications (the Company) common stock.  These shares are restricted contingent upon the achievement of the associated Goal(s).

 

The current total value of the performance award is $ [Insert dollar value of award].

 

The Goal will be measured in increments on the date(s) shown.

 

 

	
 
    	
 
    	
 
    	
 
    	
Final
    
	
Vest
    	
 
    	
 
    	
 
    	
Measurement
    
	
Period
    	
 
    	
Shares
    	
 
    	
Date
    


 

 

 

 

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Notice of Grant of Award 
   and Award Agreement
    	
SureWest Communications 
    ID:  68-0365195 
   8150 Industrial Avenue 
   Roseville, CA 95678
    
	
 
    	
 
    
	
(Continued)
    	
 
    
	
 
    	
 
    


 

 

	
Name [Insert recipient’s name]
    	
Award Number: [Insert Award Number]
    
	
Address [Insert recipient’s address]
    	
Plan: 2000
    
	
City, State Zip
    	
 
    
	
 
    	
 
    


 

 

Goal Metric(s) associated with these shares:

 

	
Vest
    	
 
    	
Target
    	
 
    	
 
    
	
Period
    	
 
    	
Date
    	
 
    	
Metric
    


 

 

 

 

	
 
    
	
By your   signature and the Company’s signature below, you and the Company agree that   this award is granted under and governed by the terms and conditions of the   Company’s Award Plan as amended and the Award Agreement, all of which are   attached and made a part of this document.
    
	
 
    


 

 

	
 
    	
 
    	
 
    
	
SureWest   Communications
    	
 
    	
Date
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Recipient’s   signature
    	
 
    	
Date
    


 

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SUREWEST COMMUNICATIONS

2000 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

(PERFORMANCE BASED)

 

	
Payment for Shares
    	
 
    	
No payment is required   for the Shares you receive.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The Shares vest in   installments upon achieving the performance targets within the time   constraints provided for in the Notice of Grant of Award, provided the eleven   day average closing stock price for the period commencing five days before   the Target Date, and ending five days after the Target Date, equals or   exceeds the amounts set forth opposite the Target Date (Metric), or, at any   later Target Date, if the Metric is achieved at such later Target Date as   determined in the same manner, but in no event shall any shares corresponding   to a Target Date vest prior to such corresponding date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition, the Shares   vest in full if any of the following two events or conditions or   circumstances occur:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.  Your service as an Employee or Consultant   terminates because of death or long-term disability. (For all purposes under   this Agreement, “long term disability” shall be determined in accordance with   the 2000 Equity Incentive Plan and Section 409A and applicable regulations   of the Internal Revenue Code), or

 

2.  The Company is subject to a “Change in   Control” (as defined in the Plan and under Section 409A and applicable   regulations of the Internal Revenue Code) while you are an Employee or   Consultant of the Company, and there is a Change of Control agreement which   vests your rights hereunder pursuant to a “Qualifying Termination”, and all   conditions and contingencies relating to the vesting have occurred, in which   event any acceleration shall be governed and controlled by the terms and   conditions of such agreement.

 

The vesting terms under   this agreement can be accelerated partially or in whole by the Compensation   Committee at its sole discretion, but accelerated vesting shall not permit   any distribution except in
    


 











 

	
 
    	
 
    	
compliance with   Section 409A and applicable regulations under the Internal Revenue Code   if any apply.
    
	
 
    	
 
    	
 
    
	
Shares Restricted
    	
 
    	
Unvested Shares will be   considered “Restricted Shares.”  You   may not sell, transfer, pledge or otherwise dispose of any Restricted Shares,   except as provided in the next sentence.    With the consent of the Compensation Committee of the Company’s Board   of Directors, you may transfer Restricted Shares to your spouse, children or   grandchildren or to a trust established by you for the benefit of yourself or   your spouse, children or grandchildren.    A transferee of Restricted Shares must agree in writing on a form   prescribed by the Company to be bound by all provisions of this Agreement.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
Except as otherwise   provided for or set forth below or elsewhere in this document, if your   service as an Employee of or Consultant to the Company terminates for any   reason (except as provided in this Restricted Stock Agreement), then your   Shares will be forfeited to the extent that they have not vested before the   termination date and do not vest as a result of the termination. This means   that the Restricted Shares will immediately revert to the Company. You   receive no payment for Restricted Shares that are forfeited.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Company determines   in its sole discretion when your service terminates for this purpose.
    
	
 
    	
 
    	
 
    
	
Stock Issuance
    	
 
    	
Your Restricted Shares   will be issued and held for you by the Company. After Shares have vested,   shares will be released to you not later than two and one half months after   the end of the tax year in which the shares have become vested, except to the   extent compliance with Section 409A   otherwise requires, and then, only at such time as Section 409A permits   so as to remain in compliance.
    
	
 
    	
 
    	
 
    
	
Voting and Dividend Rights
    	
 
    	
You have the same   voting, dividend and other rights as the Company’s other shareholders.
    
	
 
    	
 
    	
 
    
	
Withholding 
    	
 
    	
 
    
	
Taxes
    	
 
    	
No shares will be   issued to you unless you have made acceptable arrangements to pay any   withholding taxes that may be due as a result of this award or the vesting of   the Shares. As determined by the Committee, these arrangements may include   withholding Shares of Company stock that otherwise would be released to you   when they vest. As determined by the Committee, these arrangements may also   include surrendering Shares of Company stock that have been owned by you for   no less than six months prior to the date delivered to the Company if such   shares were
    


 











 

	
 
    	
 
    	
acquired upon the   exercise of an option or upon the vesting of restricted stock or restricted   stock units. The fair market value of the Shares you surrender, determined as   of the date when taxes otherwise would have been withheld in cash, will be   applied as a credit against the withholding taxes.
    
	
 
    	
 
    	
 
    
	
Restrictions on
    	
 
    	
 
    
	
Resale
    	
 
    	
By signing this Agreement,   you agree not to sell any Shares at a time when applicable laws or Company   policies prohibit a sale. This restriction will apply as long as you are an   Employee of or Consultant to the Company, or for any other waiting or other   period following separation from service as may be required by   Section 16 of the Securities Exchange Act of 1934 or regulations   promulgated thereunder.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your award or this   Agreement does not give you the right to be employed or retained by the   Company or a subsidiary of the Company in any capacity.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
As more fully described   in the Plan, in the event of a stock split, a stock dividend or a similar   change in Company stock, the number of Restricted Shares that remain subject   to forfeiture will be adjusted accordingly.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be   interpreted and enforced under the laws of the State of California (without   regard to choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and
    	
 
    	
 
    
	
Other 
    	
 
    	
 
    
	
Agreements
    	
 
    	
The text of the   SureWest Communications 2000 Equity Incentive Plan is incorporated in this   Agreement by reference, and shall prevail over any inconsistent provisions   herein, except in cases where you have a change of control agreement in which   case the agreement shall govern and control vesting, distribution and   payment.
    
	
 
    	
 
    	
 
    
	
Deference to Plan
    	
 
    	
 
    
	
Administrator
    	
 
    	
The Administrator of   the 2000 Equity Incentive Plan has discretionary authority with respect to   the construction and interpretation of this Award, including in determining   and deciding whether the performance targets have been achieved and if so,   when they have been achieved. In any dispute between or among the Committee,   Board, Company, Plan Administrator, you, any Participant, Beneficiary, or   Alternate Payee, the court, arbitrator or other decision-maker with authority   to resolve the dispute shall defer to the Plan Administrators construction or   interpretation of
    


 











 

	
 
    	
 
    	
this Award.  The decision-maker shall similarly defer to   any finding of fact by the Plan Administrator or other determination with   respect to yours, any Participant’s Beneficiary’s or Alternate Payee’s   entitlements hereunder.
    


 

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this award.  Any prior agreements, commitments or negotiations concerning this award are superseded.  This Agreement may be amended only by another written agreement, signed by both parties.

 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT,

YOU AGREE TO ALL OF THE TERMS AND CONDITIONS

DESCRIBED ABOVE AND IN THE PLAN.  IN THE EVENT OF

A CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT

AND THE PLAN, THE PLAN SHALL GOVERN.