shenex1059123118






                                                  [RSU Award Agreement]                                             NOTICE AND ACCEPTANCE OF PERFORMANCE UNIT AWARD      Participant                       Shenandoah Telecommunications Company  [Name and Address of Participant]     500 Shentel Way                                      P.O. Box 459                                      Edinburg, VA                                       Number of Units Awarded: [       ]   Plan:  2014 Equity Incentive Plan (the “Plan”)       Grant and Vesting.  Effective ____________ (the “Effective Date”), you have been  awarded (the “Award”) ______ Performance Units (the “Units”) which are a contingent  right to receive shares of common stock (the “Shares”) of Shenandoah  Telecommunications Company (the “Company”) subject to the following restrictions and  conditions:     Provided that the Participant remains in the continuous employ of the Company or one of  its Affiliates continuously during the vesting periods, or Retires (“Retirement” is herein  defined as retirement from active employment with the Company or an Affiliate, while in  good standing, at or after age fifty-five having completed at least ten years of continuous  service as an Employee exclusive of any prior service credited for other benefit  purposes), the Units will vest and the Participant’s estate will be issued an equal number  of nonforfeitable Shares in accordance with the following vesting schedule:                        Vesting Date     Number of Units That Vest                     __________                  ____                     __________                  ____                     __________                  ____                     __________                  ____    In the event a Retired Participant dies during a vesting period, all remaining unvested  units will immediately vest upon the date of death and the Participant’s estate will be  issued an equal number of nonforfeitable Shares within thirty (30) days after death.  The  right of the Participant to continue to vest in the Award upon Retirement is contingent on  the Participant’s compliance with the provisions of the Restrictive Covenants section set  forth below.     Dividend and Voting Rights.  Participant will have no voting or dividend rights with  respect to the Units until such time as they have vested and the Shares are issued.    Transferability.  The Units may not be assigned nor transferred.    Cancellation, Adjustment or Forfeiture of Award.  The Units and any Shares issued  with respect to the Units (and any additional shares issued on account of a stock split,  





 






Performance Share Award  ______________  Page 2    stock dividend, etc.) are subject to cancellation, adjustment or forfeiture in accordance  with the Executive Compensation Recovery Policy as such policy may be in effect from  time to time.  All certificates issued to represent such Shares shall bear a legend setting  forth such restriction.    Cancellation Upon Termination of Employment Other Than by Retirement.  Any  Units not vested in accordance with the provisions of the preceding Grant and Vesting  section will be immediately cancelled at the time the Participant ceases to be employed  by the Company or one of its Affiliates, unless if such termination of employment is a  result of death or Disability (defined in accordance with the Company’s then current long  term disability program).  If termination of employment is due to death or Disability prior  to Retirement, all remaining unvested Units awarded above will be prorated as of the date  of death or Disability and those prorated Units will then immediately vest on the date of  such Participant’s death or Disability and the Participant or the Participant’s estate will be  issued an equal number of nonforfeitable Shares within thirty (30) days after the date that  employment ends on account of death or Disability.  Proration will be calculated on the  unvested Units remaining for each vesting period, based on the number of days of  employment prior to the death or Disability relative to the total days of that vesting  period.    Tax Withholding.  Notwithstanding any contrary provision, unless and until satisfactory  arrangements (as determined by the Administrator) will have been made by Participant  with respect to the payment of income, employment and other taxes which the Company  determines must be withheld with respect to the vesting of Units, no certificate  representing Shares from said Units shall be delivered.  To the extent determined  appropriate by the Company in its discretion, it shall have the right (but not the  obligation) to satisfy any tax withholding obligations by reducing the number of Shares  otherwise deliverable to Participant.  If Participant fails to make satisfactory alternative  arrangements for the payment of any required tax withholding obligations hereunder at  the time any applicable Units otherwise are scheduled to vest, the Company may, to the  extent permitted by law, satisfy the Participant’s tax withholding obligations by reducing  the number of Shares otherwise deliverable to Participant.     Award not an Employment Agreement.  This Award is not a guarantee of continued  service and nothing in this Award shall be deemed to create in any way whatsoever any  obligation on Participant’s part to continue in the employ or service of the Company, or  of the Company to continue Participant’s employment or service with the Company.  In  addition, nothing in this Award shall obligate the Company or any Affiliate, or their  respective stockholders, Board of Directors, officers or employees to continue any  relationship which Participant might have as a service provider or otherwise for the  Company or Affiliate.     Governing Plan Document and Defined Terms.  This Award is subject to all the  provisions of the Plan and its provisions are hereby made a part of this Award, and are  further subject to all interpretations, amendments, rules and regulations which may from  





 






Performance Share Award  ______________  Page 3    time to time be promulgated and adopted pursuant to the Plan.  In the event of any  conflict between the provisions of this Award and those of the Plan, the provisions of the  Plan shall control.  Participant hereby acknowledges that a copy of the Plan has been  made available to Participant.    Defined terms not explicitly defined in this Notice of Award shall have the same  definitions as in the Plan.     Additional Conditions to Delivery of Shares.  The Company will not be required to  issue any certificate or certificates for Shares prior to fulfillment of all the following  conditions: (a) the admission of such Shares to listing on all stock exchanges on which  such class of stock is then listed; (b) the completion of any registration or other  qualification of such Shares under any state or federal law or under the rulings or  regulations of the Securities and Exchange Commission or any other governmental  regulatory body, which the Company will, in its absolute discretion, deem necessary or  advisable; (c) the obtaining of any approval or other clearance from any state or federal  governmental agency, which the Company will, in its absolute discretion, determine to be  necessary or advisable; and (d) the lapse of such reasonable period of time following the  date of grant of the Shares as the Company may establish from time to time for reasons of  administrative convenience.    Restrictive Covenants.  This Section shall apply during any period in which any  Performance Shares of the Grantee continue to vest in accordance with this Agreement  and until payment of the Performance Shares.          (a)        Non-Competition.  The Participant shall not, without the Board’s prior        written consent, directly or indirectly engage in, have any equity interest in, or        assist, manage or participate in (whether as a director, officer, employee, agent,        representative, security holder, consultant or otherwise) any Competitive        Business; provided, however, that: (i) the Participant shall be permitted to acquire        a passive stock or equity interest in such a Competitive Business provided the        stock or other equity interest acquired is not more than 5% of the outstanding        interest in such a Competitive Business; and (ii) the Participant shall be permitted        to acquire any investment through a mutual fund, private equity fund or other        pooled account that is not controlled by the Participant and in which he has less        than a 5% interest.  For purposes of this provision, the term “Competitive        Business” shall mean the provision of telecommunications services to customers        in a location in which the Company’s services are available to such customers,        and also refers to any entity (including any subsidiaries, parent entities or other        affiliates thereof) which, as of the Participant’s date of termination, engages in        any such business.                (b)        Non-Solicitation.  The Participant will not, directly or indirectly, recruit or        otherwise solicit or induce any  employee, director, consultant, customer, vendor        or supplier of the Company to terminate his, her or its employment or  





 






Performance Share Award  ______________  Page 4          arrangement with the Company or otherwise change his, her or its relationship        with the Company.                (c)        Confidentiality.  The Participant shall maintain in confidence and shall not        directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for        his or her benefit or the benefit of any person, firm, corporation or other entity,        any confidential or proprietary information or trade secrets of or relating to the        Company without the prior written authorization of the Company.         Notwithstanding anything herein to the contrary, nothing shall prohibit the        Participant from disclosing any information that is generally known by the public.                (d)       Non-Disparagement.  The Participant will not criticize, defame, be        derogatory toward or otherwise disparage the Company (or the Company’s past,        present and future officers, directors, stockholders, attorneys, agents,        representatives, employees or affiliates), or its or their business plans or actions,        to any third party, either orally or in writing; provided, however, that this        provision will not preclude the Grantee from giving testimony in response to a        lawful subpoena or preclude any conduct protected under 18 U.S.C. Section        1514A(a) or any similar state or federal law providing “whistleblower” protection        to the Participant.    Compliance with Section 409A.  Notwithstanding anything to the contrary in the Plan or  this Notice, the Company reserves the right, but is not obligated, to revise this Award as  it deems necessary or advisable, in its sole discretion and without the consent of  Participant, to comply with or be exempt from Section 409A of the Internal Revenue  Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of any  additional tax or income recognition under Section 409A of the Code in connection to  this Award.     Change in Capital Structure.  The terms of this Award shall be adjusted as the  Committee determines is equitably required in the event the Company effects one or  more stock dividends, stock split-ups, subdivisions or consolidations of shares or other  similar changes in capitalization.   Survival.  The provisions of this Agreement (including without limitation, the provisions  regarding cancellation, adjustment or forfeiture of the Award) shall survive the vesting of  the Units and the issuance of the Shares without limitation.   Governing Law.  This Award shall be governed by the laws of the Commonwealth of  Virginia.                               





 






Performance Share Award  ______________  Page 5    IN WITNESS WHEREOF, the company has caused this Agreement to be signed by a duly  authorized officer, and Participant has affixed his or her signature hereto.    SHENANDOAH TELECOMMUNICATIONS  COMPANY      By                                                                              [Name and Title of Officer]         [Name of Participant]