exv10w2



 







EXECUTION COPY




Exhibit 10.2




RESTRICTED STOCK AGREEMENT




IOWA TELECOMMUNICATIONS SERVICES, INC.

2005 STOCK INCENTIVE PLAN




     THIS AGREEMENT, made effective as of this 3rd day of August, 2005, by and between Iowa
Telecommunications Services, Inc., an Iowa corporation (the “Company”), and Alan L. Wells
(“Participant”).



WITNESSETH:




     WHEREAS, Participant on the date hereof is an employee, officer, consultant, advisor or
director providing services to the Company or an Affiliate (as defined in the Plan) of the Company;
and



     WHEREAS, the Company wishes to grant a restricted stock award to Participant for shares of the
Company’s Common Stock pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”); and



     WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award to
Participant;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



     1. Grant of Restricted Stock Award. The Company hereby grants to Participant on the
date set forth above a restricted stock award (the “Award”) for One Hundred Thousand (100,000)
shares of Common Stock on the terms and conditions set forth herein, and subject to adjustment
pursuant to Section 4(c) of the Plan. The Company shall cause to be issued one or more stock
certificates representing such shares of Common Stock in Participant’s name, and shall hold each
such certificate until such time as the risk of forfeiture and other transfer restrictions set
forth in this Agreement have lapsed with respect to the shares represented by the certificate. The
Company may also place a legend on such certificates describing the risks of forfeiture and other
transfer restrictions set forth in this Agreement providing for the cancellation of such
certificates if the shares of Common Stock are forfeited as provided in Section 2 below. Until
such risks of forfeiture have lapsed or the shares subject to this Award have been forfeited
pursuant to Section 2 below, Participant shall be entitled to vote the shares represented by such
stock certificates and shall receive all dividends attributable to such shares, but Participant
shall not have any other rights as a shareholder with respect to such shares.



     2. Vesting of Restricted Stock.



          (a) The shares of Stock subject to this Award shall remain forfeitable until the risks of
forfeiture lapse according to the following vesting schedule:




 









 








	 	 	 	 	 
	 	 	Cumulative Percentage
	Vesting Date	 	of Shares Vested
	April 1, 2007
	 	 	25	%
	April 1, 2008
	 	 	50	%
	April 1, 2009
	 	 	75	%
	April 1, 2010
	 	 	100	%





Except as expressly provided in subsection (b) below, if Participant’s employment or other
relationship with the Company or any Affiliate ceases at any time prior to a Vesting Date for any
reason, including Participant’s voluntary resignation or retirement or termination by the Company
or such Affiliate with or without cause, Participant shall immediately forfeit all shares of Stock
subject to this Award which have not yet vested and for which the risks of forfeiture have not
lapsed.




     (b) Notwithstanding subsection (a) above, if Participant’s employment or other relationship
with the Company or any Affiliate ceases or is terminated under any of the following circumstances:




	 	•	 	by the Company without “Cause” in connection with a “Change of Control”
of the Company; or
	 
	 	•	 	by Participant for “Good Reason” in connection with a “Change of
Control” of the Company;




then, upon such cessation or termination of Participant’s employment or other relationship with the
Company or such Affiliate, the risk of forfeiture shall lapse with respect to all shares of Stock
subject to this Award and all such shares shall become vested. Notwithstanding the foregoing, if
prior to the forfeiture of any unvested shares of Stock subject to this Award, another Company
executive receives a restricted stock grant under the Plan that provides for the lapse of the risk
of forfeiture with respect thereto upon such executive’s death or disability, then the risk of
forfeiture with respect to the shares of Stock subject to this Award shall lapse (and such shares
shall vest) upon the occurrence of the same such event(s) (i.e. death or disability) with respect
to Participant.




     For purposes of this Section 2, the terms “Cause”, “Good Reason”, “Change of Control” and “in
connection with a Change of Control” shall mean as set forth in Participant’s Employment Agreement
dated August 3, 2005 between Participant and the Company.



     3. Miscellaneous.



          (a) Employment-at-Will. This Agreement shall not confer on Participant any right with
respect to continuance of employment by or other relationship with the Company or any of its
Affiliates, nor will it interfere in any way with the right of the Company or any of its Affiliates
to terminate such employment or other relationship. Nothing in this Agreement shall be construed
as creating an employment contract for any specified term between Participant and the Company or
any of its Affiliates.




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          (b) Securities Law Compliance. Participant shall not transfer or otherwise dispose of
the shares of Stock received pursuant to this Agreement until such time as counsel to the Company
shall have determined that such transfer or other disposition will not violate any state or federal
securities laws. Participant may be required by the Company, as a condition of the effectiveness
of this restricted stock award, to agree in writing that all Stock subject to this Agreement shall
be held, until such time that such Stock is registered and freely tradable under applicable state
and federal securities laws, for Participant’s own account without a view to any further
distribution thereof, that the certificates for such shares shall bear an appropriate legend to
that effect and that such shares will be not transferred or disposed of except in compliance with
applicable state and federal securities laws.




          (c) Mergers, Recapitalizations, Stock Splits, Etc. Pursuant and subject to Section 4
of the Plan, certain changes in the number or character of the Common Stock of the Company (through
sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off),
liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an
adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any
shares of Common Stock for which the risks of forfeiture have not lapsed (i.e., Participant shall
have such “anti-dilution” rights under the Award with respect to such events, but shall not have
“preemptive” rights). For example, if the Company is involved in a merger in which the outstanding
Common Stock is converted into the right to receive cash, stock of another company or other
consideration, then the shares of Common Stock for which the risks of forfeiture have not lapsed at
the time of such merger shall be converted into the right to receive such cash , stock or other
merger consideration, but such cash, stock or other merger consideration shall remain subject to
the risks of forfeiture pursuant to Section 2(a), subject to potential acceleration of the vesting
thereof pursuant to Section 2(b).




          (d) Withholding Taxes. In order to permit the Company to comply with all applicable
federal or state income tax laws or regulations, the Company may take such action as it deems
appropriate to insure that, if necessary, all applicable federal or state payroll, income or other
taxes are withheld from any amounts payable by the Company to Participant. If the Company is
unable to withhold such federal and state taxes, for whatever reason, Participant hereby agrees to
pay to the Company an amount equal to the amount the Company would otherwise be required to
withhold under federal or state law.




          (e) 2005 Stock Incentive Plan. The Award evidenced by this Agreement is granted
pursuant to the Plan, a copy of which Plan has been made available to Participant and is hereby
incorporated into this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning
when used in this Agreement. The Plan governs this Agreement and, in the event of any questions as
to the construction of this Agreement or in the event of a conflict between the Plan and this
Agreement, the Plan shall govern, except as the Plan otherwise provides. Participant acknowledges
and agrees that the Plan and this Agreement may be amended as reasonably necessary to comply with,
or avoid adverse consequences to the Company and/or Participant under, future tax laws and
regulations.




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          (f) Stock Legend. In addition to the legend described in Section 2, the Company may
require that the certificates for any shares of Common Stock issued to Participant hereunder shall
bear an appropriate legend to reflect the restrictions set forth in this Agreement.




          (g) Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company, its Subsidiaries and its successors and assigns and Participant and any successor or
successors of Participant permitted by this Agreement.




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day
and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	IOWA TELECOMMUNICATIONS SERVICES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Participant’s Signature	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Alan L. Wells	 	 
	 	 	 	 	 
	 	 	Participant’s Name	 	 







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