Exhibit 10.10


 



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



 



 

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


 

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

   Name [Insert recipient’s name]
    	

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



 



 

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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Employee’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, 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   the event of vesting resulting from separation from service, no distributions   of vested stock shall be permitted until six months after your date of   separation, if you are a specified employee as
    


 











 

	
 
    	
 
    	
defined   by Section 409A and applicable regulations of the Internal Revenue Code   (or any other such date as may be applicable under said Code provision), and   no distributions shall be made later than two and one half months after the   first of the year following your date of separation if you are not a   specified employee as defined by said Code provision.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
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 in the event of a release or distribution on separation from   service for a specified employee as defined by the Section 409A of the   Internal Revenue Code and applicable regulations, which shall occur subject   to all limitations and restrictions applicable or made necessary to maintain   compliance with Section 409A and applicable regulations of the Internal   Revenue Code.
    


 











 

	
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.