Exhibit 10.9

 

SUREWEST COMMUNICATIONS

2000 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

CEO

(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 ten days   before the Target Date, and ending on 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. Except as otherwise provided in this   agreement, you must also remain employed through the applicable Target Date   to be elgible for this award.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 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 you are then a party to a Change of Control agreement with the   Company which vests your rights hereunder pursuant to a “Qualifying   Termination” (as defined in such agreement), 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   vesting terms under this agreement can also be accelerated partially or in   whole by the Committee at its sole discretion.
    


 

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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. 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 
    


 

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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 Plan Administrator
    	
 
    	
The   Committee 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.
    


 

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 term 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 Award Agreement
    	
SureWest Communications
    
	
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.

 

	
Vest
   Period
    	
 
    	
Shares
    	
 
    	
Final
   Measurement
   Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    


 

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Notice of Grant of Award and Award Agreement
    	
SureWest Communications
    
	
ID:  68-0365195
    
	
 
    	
8150 Industrial Avenue
    
	
(Continued)
    	
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]
    
	
 
    	
 
    	
 
    



 



 

Goal Metric(s) associated with these shares:

 

	
Vest
   Period
    	
 
    	
Target
   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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