Exhibit 10.6

 

SUREWEST COMMUNICATIONS

2000 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

OFFICER/KEY EMPLOYEE

(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. Except   as otherwise provided in this agreement, you must remain employed through the   applicable Full Vest Date.
    
	
 
    	
 
    
	
 
    	
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 terminates because of death or Disability, or
    
	
 
    	
 
    	
 
    
	
 
    	
2.
    	
The   Company is subject to a Change in Control while you are an Employee 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   have attained age 55 with five years of service to the Company or have   reached age 65, 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
    


 

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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.
    
	
 
    	
 
    
	
 
    	
The   vesting terms under this agreement can also 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.
    
	
 
    	
 
    
	
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 Committee, 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 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.
    
	
 
    	
 
    
	
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 that otherwise would be released to you when they   vest.
    


 

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As   determined by the Committee, these arrangements may also include surrendering   Shares that have been owned by you. 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 Exchange Act.
    
	
 
    	
 
    
	
No   Retention Rights
    	
Neither   your award nor this agreement gives you the right to be employed or retained   by the Company or a Subsidiary 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 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 of this Award.
    
	
 
    	
 
    
	
Deference   to Committee
    	
The   Committee has discretionary authority with respect to the construction and   interpretation of this Award.
    


 

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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.  Except as otherwise expressly provided in this agreement, any capitalized terms used in this agreement shall have the meaning ascribed to it in the SureWest Communications 2000 Equity Incentive Plan, as amended and restated.

 

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.

 

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Notice of Grant of Award and 
    	
SureWest Communications
    
	
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
    


 

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