exhibit10-33.htm


    Exhibit
10.33

    


    


    FORM
OF RESTRICTED STOCK AGREEMENT

    (For
Named Executive Officers other than Mary Agnes Wilderotter)

    


    This
Agreement is made as of _________________ (“Date of Award”) between Frontier
Communications Corporation, a Delaware corporation (the “Company”) and
______________ (the “Grantee”).  In consideration of the agreements
set forth below, the Company and the Grantee agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Grant:  A
      restricted stock award (“Award”) of ________ shares (“Award
      Shares”) of the Company’s common stock (“Common Stock”) is hereby granted
      by the Company to the Grantee subject to: (i) the terms and conditions of
      that certain [Memorandum from Mary Agnes Wilderotter, Chairman and Chief
      Executive Officer of the Company, dated September 7, 2007, addressed to
      the Grantee (the “Change in Control Memorandum”)] [amendment, dated
      December __, 2008, to the Grantee’s Offer Letter dated ______, 200_ (the
      “Amended Offer Letter”)]; (ii) the following terms and conditions; and
      (iii) the provisions of the Frontier Communications Corporation 2009
      Equity Incentive Plan (the “Plan”), the terms of which are incorporated by
      reference herein. In the event of a conflict between the [Change in
      Control Memorandum] [Amended Offer Letter] and the terms and conditions
      stated herein, the terms of the [Change in Control Memorandum] [Amended
      Offer Letter] shall control.

            


    

    


    
      	
               
      

            	
              2.

            	
              Transfer
      Restrictions:  None of the Award Shares shall be sold,
      assigned, pledged or otherwise transferred, voluntarily or involuntarily,
      by the Grantee until such time as the restrictions on said Award Shares
      shall have lapsed.

            


    

    


    
      	
               
      

            	
              3.

            	
              Release of
      Restrictions: Except as otherwise provided in the [Change in
      Control Memorandum] [Amended Offer Letter], the restrictions
      set forth in Section 2 above shall lapse on one-fourth (25%) of the Award
      Shares on each [GRANT DATE]
      beginning in [YEAR FOLLOWING GRANT
      DATE], and ending on [FOURTH ANNIVERSARY OF
      GRANT DATE].

            


    

    


    
      	
               
      

            	
              4.

            	
              Forfeiture:  Subject
      to the terms of the [Change in Control Memorandum] [Amended Offer Letter],
      the Award Shares shall be subject to forfeiture to the Company upon the
      Grantee’s termination of employment with the Company prior to the date the
      restrictions lapse as provided in Section 3 above or in the event the
      Company notifies Grantee in writing that Company has determined that
      Grantee has breached the terms of Section 5
  below.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              5.

            	
              Misconduct:  The
      Award Shares shall be forfeited to the Company if the Compensation
      Committee of the Company’s Board of Directors (the “Committee”) determines
      that the Grantee has engaged in “Misconduct” as defined
      below.  The Committee may in its sole discretion require the
      Grantee to return all Award Shares that were vested within the twelve
      month period immediately preceding a date on which the Grantee engaged in
      such Misconduct, as determined by the Committee, or if no longer held by
      the Grantee, to pay to the Company any and all gains realized from such
      Award Shares.  For purposes of this Section 5, gains realized
      shall mean the greater of (i) the number of net shares retained by, or
      delivered to, the Grantee upon vesting of Award Shares multiplied by the
      closing price of Common Stock on the date of vesting or (ii) the amount
      realized by Grantee upon the disposition of the number of net shares
      delivered upon vesting of Award Shares.  The Company shall be
      entitled to set-off against the amount of any such gains realized any
      amount owed to the Grantee by the Company, to the extent that such set-off
      is not inconsistent with Section 409A of the Internal Revenue Code of
      1986, as amended.

            


    

    


    “Misconduct”
means any of the following, as determined by the Committee in good faith: (i)
violating any agreement between the Company and the Grantee, including but not
limited to a violation relating to the disclosure of confidential information or
trade secrets, the solicitation of employees, customers, suppliers, licensors or
contractors, or the performance of competitive services; (ii) competing with the
company by working for, managing, operating, controlling or participating in the
ownership, operation or control of, any company or entity which provides
telephone, Internet or video products or services, (iii) violating the Company’s
Code of Business Conduct and Ethics; (iv) making, or causing or attempting
to cause any other person to make, any statement (whether written, oral or
electronic), or conveying any information about the Company which is disparaging
or which in any way reflects negatively upon the Company, unless required by law
or pursuant to a Company policy; (v) improperly disclosing or otherwise misusing
any confidential information regarding the Company; (vi) unlawful trading in the
Company’s securities or of another company based on information gained as a
result of the Grantee’s employment or other relationship with the Company; (vii)
engaging in any act which is considered to be contrary to the best interests of
the Company, including but not limited to recruiting or soliciting employees of
the Company; or (viii) commission of a felony or other serious crime or engaging
in any activity which constitutes gross misconduct.

    


    This
Section 5 shall also apply if the Grantee commits Misconduct after his or her
employment with the Company terminates.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              6.

            	
              Adjustment of
      Shares:  Notwithstanding anything contained herein to the
      contrary, in the event of any change in the outstanding Common Stock
      resulting from a subdivision or consolidation of shares, whether through
      reorganization, recapitalization, share split, reverse share split, share
      distribution or combination of shares or the payment of a share dividend,
      the Award Shares shall be treated in the same manner in any such
      transaction as other Common Stock.  Any Common Stock or other
      securities received by the Grantee with respect to the Award Shares in any
      such transaction shall be subject to the restrictions and conditions set
      forth herein.

            


    

    


    
      	
               
      

            	
              7.

            	
              Rights as
      Stockholder:  The Grantee shall be entitled to all of the
      rights of a stockholder with respect to the Award Shares including the
      right to vote such shares and to receive dividends and other distributions
      payable with respect to such shares since the Date of
      Award.  Any stock dividends payable with respect to such shares
      shall bear the same restrictions as the underlying shares.  Said
      restrictions shall lapse at the same time as restrictions lapse on the
      underlying shares.

            


    

    


    
      	
               
      

            	
              8.

            	
              Escrow of Share
      Certificates:  Certificates for the Award Shares shall be
      issued in the Grantee’s name and shall be held by the Company’s transfer
      agent until all restrictions lapse or such shares are forfeited as
      provided herein or under the terms of the [Change in Control Memorandum]
      [Amended Offer Letter], as applicable.  A certificate or
      certificates representing the Award Shares as to which restrictions have
      lapsed shall be delivered to the Grantee, upon the Grantee’s
      request, upon such lapse.

            


    

    


    
      	
               
      

            	
              9.

            	
              Government
      Regulations:  Notwithstanding anything contained herein
      to the contrary, the Company’s obligation to issue or deliver certificates
      evidencing the Award Shares shall be subject to all applicable laws, rules
      and regulations and to such approvals by any governmental agencies or
      national securities exchanges as may be
  required.

            


    

    


    
      	
               
      

            	
              10.

            	
              Withholding
      Taxes:  The Company shall have the right to require the
      Grantee to remit to the Company, or to withhold from other amounts payable
      to the Grantee, as compensation or otherwise, an amount sufficient to
      satisfy all federal, state and local withholding tax
      requirements.  The Company will offer Grantee the right to have
      withholding requirements satisfied by the Company’s withholding of shares
      upon the timely written election of Grantee to utilize shares for
      withholding tax purposes.

            


    

    


    
      	
               
      

            	
              11.

            	
              Employment:  Nothing
      in this Agreement shall confer upon Grantee any right to continue in the
      employ of Company, nor shall it interfere in any way with the right of the
      Company to terminate Grantee’s employment at any
  time.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              12.

            	
              Plan:  Grantee
      acknowledges receipt of a copy of the Plan, agrees to be bound by the
      terms and provisions of the Plan and agrees to acknowledge, upon request
      of Company, receipt of any prospectus or prospectus amendment provided to
      Grantee by Company.

            


    

    


    
      	
               
      

            	
              13.

            	
              Securities
      Laws:  Grantee agrees to comply with all applicable
      securities laws upon sale or disposition of shares acquired
      hereunder.

            


    

    


    14.           Notices:  Notices
to Company shall be addressed to it at:

    


    3 High Ridge Park

    Stamford,
CT  06905

    


    and to Grantee at:

    


    ________________

    ________________

    


    Company
or Grantee may from time to time designate in writing different addresses for
receipt of notice.  Notice shall be deemed given when properly
addressed and sent first class or express mail.

    


    
      	
               
      

            	
              15.

            	
              Governing
      Law:  The terms of this Agreement shall be binding upon
      Company, Grantee and their respective successors and assigns. This
      Agreement shall be performed under and determined in accordance with the
      laws of the State of Connecticut.

            


    

    


    In
Witness Whereof, the Company has caused this Award to be granted on the date
first above written.

    


    


    FRONTIER
COMMUNICATIONS

    CORPORATION

    


    


    
      	
              By:
      _________________________________

            	
              ________________________________

            
	
              Hilary
      Glassman

            	
              [GRANTEE]

            
	
              Senior
      Vice President, General Counsel

            	 
      
	
              and
      Secretary