Exhibit 10.9


 



	
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 an award of XXXXXX shares of SureWest Communications (the Company) common stock.  These shares are restricted until the vest date(s) shown below.

 

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

 

The award will vest in increments on the date(s) shown.

 


	
 
    	
Shares
    	
 
    	
Full Vest
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    





 



 

By your signature and the signature of the Company’s representative below, you and the Company agree that these Shares are granted under and governed by the terms and conditions of the SureWest Communications 2000 Equity Incentive Plan (the “Plan”) and the Restricted Stock Agreement, both of which are made a part of this document.  In the event of a conflict between this Agreement and the terms of the Plan, the terms of the Plan shall govern.

 

	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
SureWest   Communications
    	
 
    	
Date
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
EMPLOYEE   NAME
    	
 
    	
Date
    


 

1









 

SUREWEST COMMUNICATIONS

2000 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

(TIME BASED)

 

	
Payment   for Shares
    	
 
    	
No   payment is required for the Shares you receive.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The   Shares vest in installments as shown in the Notice of Grant of Award. In addition,   the Shares vest in full if any of the following three 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., or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.
    	
You   voluntarily retire and all the following terms and conditions apply:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
a.
    	
You   are eligible to retire, as defined in SureWest’s retirement plan or its   equivalent as of the date you retire, and
    
	
 
    	
 
    	
 
    	
b.
    	
You   freely and voluntarily retire without coercion or, at the request of the   Company, as the Company shall determine in its own discretion, and
    
	
 
    	
 
    	
 
    	
c.
    	
The   Company, in its sole discretion, determines that on the date of your   retirement (1) your performance is satisfactory, (2) you are not in   violation of any provision of the Company’s Code of Ethics, (3) that but   for your election to retire, the Company would continue your employment until   the unvested shares vested in accordance with the vesting schedule, and   (4) the Company determines,
    


 











 

	
 
    	
 
    	
 
    	
 
    	
in   its sole discretion, that the Company’s financial condition would not be   adversely impaired, impacted or affected by vesting the remaining unvested   shares.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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. 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.