EX-10.49




 Exhibit 10.49 
 KNOLOGY, INC. 
 RESTRICTED STOCK AWARD CERTIFICATE 

Non-transferable 
 G R A N T  T O 
  

 

(“Grantee”) 
 by Knology, Inc. (the “Company”) of 

                    
shares of its common stock, par value $0.01 per share (the “Shares”). 
 The Shares are granted pursuant to and subject to the
provisions of the Knology, Inc. 2008 Incentive Plan (the “Plan”) and to the terms and conditions set forth on page 2 hereof (“Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the Terms
and Conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. 
 Unless vesting is accelerated as provided in section 2 of the Terms and Conditions or otherwise in the discretion of the Committee, the Shares shall vest (become non-forfeitable) in accordance with the
following schedule, provided that the Grantee remains in Continuous Service on each applicable vesting date: 
  

			
	 Continuous Service

after Grant Date
	  	 Percent of Shares Vested

	 1 Year
	  	33%
	 2 Years
	  	66%
	 3 Years
	  	100%

 IN WITNESS WHEREOF, Knology, Inc., acting by and through its duly authorized officers, has caused this Award Certificate
to be duly executed. 
  

			
	KNOLOGY, INC.	  	Grant Date:                     
		
	By:                             
                                    	  	
	Its:    Authorized Officer	  	









 Restricted Stock Award Certificate 

 

 TERMS AND CONDITIONS 
 1. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which
restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any
reason other than as set forth in paragraph (b) of Section 2 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, and such Restricted
Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all shares of the Company’s Stock or other securities issued with respect to Restricted Shares
hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company. 
 2. Expiration and Termination of Restrictions. The restrictions imposed under Section 1 will expire on the earliest to occur of the following (the period prior to such expiration being
referred to herein as the “Restricted Period”): 
 (a) as to the percentages of the Shares specified on the cover
page hereof, on the respective dates specified on the cover page hereof; provided Grantee is then employed by the Company or an Affiliate; or 
 (b) as to all of the Shares, the termination of Grantee’s employment due to death or Disability; or 
 (c) the occurrence of a Change in Control. 
 3. Delivery of Shares. The Shares will be
registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period, such
certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form: “This certificate and the shares of stock represented hereby are subject to the terms and conditions contained in a Restricted
Stock Award Certificate between the registered owner and Knology, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of Knology, Inc.”
Stock certificates for the Shares, without the above legend, shall be delivered to



 Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period,
but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements of any Exchange, and
requirements under any other law or regulation applicable to the issuance or transfer of the Shares. 
 4. Voting and
Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. Each dividend payment, if any, shall be made no later than the end of the
calendar year in which the dividend is paid to the shareholders or, if later, the 15th day of the third month following the date the dividend is paid to shareholders. If Grantee forfeits any rights he may have under this Certificate, Grantee shall no longer have any rights as a stockholder
with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture,
Grantee shall repay to the Company any amount equal to such dividends. 
 5. No Right of Continued Employment. Nothing in this Certificate
shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate. 

6. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of
the Code. To effect such election, Grantee may file an appropriate election with Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later
than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of,
any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The withholding requirement may be satisfied, in whole or in part, by withholding from this Award Shares having a fair market value on the
date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The



 obligations of the Company under this Certificate will be conditional on such payment or arrangements, and
the Company or its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from the award or any payment of any kind otherwise due to Grantee. 
 7. Amendment. The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without
Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested on the date of such amendment or termination. 
 8. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In
the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative. 
 9. Compensation Recoupment Policy. This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to Awards of this type.

 10. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate
and the Plan. 
 11. Severability. If any one or more of the provisions contained in this Certificate is invalid, illegal or
unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 
 12. Notice. Notices under this Certificate must be in writing and either personally delivered or sent by registered or certified US mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to Knology, Inc., 1241 O.G. Skinner Drive, West Point, Georgia 31833: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of
Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.