​

Exhibit 4.4
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
RESTRICTED STOCK GRANT AGREEMENT
​
This Restricted Stock Grant Agreement (the “Agreement”) evidences an inducement award granted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Consolidated Communications Holdings, Inc. (the “Company”) to Fred A. Graffam “Employee”) of 103,306 shares of common stock of the Company (“Stock”) that are subject to vesting restrictions described below.  This Restricted Stock Grant (the “Grant”) is granted effective as of December 1, 2022, which shall be referred to as the "Grant Date."
TERMS AND CONDITIONS
Section 1.Acceptance by Employee.  The receipt of this Grant is conditioned upon the acceptance of this Agreement by the Employee.  The Employee must accept this Grant and Agreement by returning an executed copy to the Corporate Secretary of the Company within 30 days after receipt of the Agreement.
Section 2.Vesting and Forfeiture.
		(a)	Subject to Section 2(b), Employee's interest in the Stock subject to this Grant shall vest and become nonforfeitable as follows:

		(i)	Employee’s interest in the first one quarter of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2022;

		(ii)	Employee’s interest in the second one quarter of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2023;

		(iii)	Employee’s interest in the third one quarter of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2024; and

		(iv)	Employee’s interest in the balance of the shares of Stock subject to this Grant shall vest and become nonforfeitable only if Employee remains continuously employed by the Company or a subsidiary until December 5, 2025.

		(b)	If Employee's continuous employment with the Company or its subsidiaries terminates for any reason whatsoever before Employee’s interest in all of the shares of Stock subject to this Grant have become nonforfeitable under Section 2(a), then 


​



​

			Employee shall (except as provided in Section 3) forfeit all of the shares of Stock subject to this Grant that are not yet vested as of the date of such employment termination.

Section 3.Change in Control.
		(a)	If a Change in Control occurs and there is no assumption or substitution of the Grant for a comparable grant with comparable intrinsic value, then as of the effective date of the Change in Control, all then unvested shares of Stock subject to this Grant shall vest and become nonforfeitable.

		(b)	If a Change in Control occurs and the Grant is assumed or substituted for a comparable grant with comparable intrinsic value, the assumed or substituted award shall continue to vest in accordance with Section 2(a) if Employee remains in continuous employment with the successor employer or its affiliates through the applicable vesting date; provided that if within 24 months following the Change in Control  Employee’s employment is terminated without Cause or Employee terminates for Good Reason, all then unvested shares of Stock shall vest and become nonforfeitable.

		(c)	For purposes of this Section 3:

		(i)
	“Change in Control” means the earliest to occur of:


		(A)
	any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), other than an “affiliate” (as that term is defined in Section 5 of Article IV of the Company’s amended and restated certificate of incorporation) of Richard A. Lumpkin, is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly or indirectly, of securities representing a majority of the combined voting power for election of directors of the then outstanding securities of the Company or any successor to the Company; 


		(B)
	during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; 


		(C)
	the consummation of a reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of the Company; or 



​
2




​

		(D)
	the consummation of a reorganization, merger, consolidation or share exchange involving the Company unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own at least a majority of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in (D)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Company common stock immediately before the consummation of such transaction, provided (iii) the percentage described in (D)(i) of the beneficially owned shares of the successor or survivor corporation and the number described in (D)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in (D)(i) immediately before the consummation of such transaction.


		(ii)
	“Cause” means (A) Employee’s conviction of, pleading guilty to, or confessing or otherwise admitting to any felony or any act of fraud, misappropriation or embezzlement;  (B) the act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties and responsibilities to the material detriment of the Company; or (c) the breach of any provision of any code of conduct adopted by the Company which applies to the Company if the consequence to such violation for Employee ordinarily would be a termination of employment by the Company.


No such act or omission or event shall be treated as “Cause” under this Agreement unless (i) Employee has been provided a detailed, written statement of the basis for belief that such act or omission or event constitutes “Cause” and an opportunity to meet with the Committee (together with Employee’s counsel if the individual chooses to have counsel present at such meeting) after Employee has had a reasonable period in which to review such statement and, if the act or omission or event is one which can be cured by Employee, Employee has had at least a 30 day period to take corrective action and (ii) a majority of the Committee after such meeting (if Employee exercises Employee’s right to have a meeting) and after the end of such 30 day correction period (if applicable) determines reasonably and in good faith that “Cause” does exist.” 

​
3




​

		(iii)
	“Good Reason” means (A) a material reduction in Employee’s base salary and/or bonus opportunity without Employee’s express written consent; (B) a material reduction in the scope, importance or prestige of Employee’s duties, responsibilities or powers at the Company or subsidiary, as applicable, without Employee’s express written consent; or (C) the Company transfers Employee’s primary work site to a new primary work site which is more than 30 miles (measured along a straight line) from Employee’s then current primary work site unless such new primary work site is closer (measured along a straight line) to Employee’s primary residence than Employee’s then current primary work site.


No such act or omission shall be treated as “Good Reason” under this Agreement unless (i)  (A) Employee delivers to the Committee a detailed, written statement of the basis for Employee’s belief that such act or omission constitutes Good Reason, (B) Employee delivers such statement before the later of (I) the end of the 90 day period which starts on the date there is an act or omission which forms the basis for Employee’s belief that Good Reason exists or (II) the end of the period mutually agreed upon for purposes of this paragraph in writing by Employee and the Committee, (C) Employee gives the Committee a 30 day period after the delivery of such statement to cure the basis for such belief and (D) Employee actually submits his written resignation to the Committee during the 60 day period which begins immediately after the end of such 30 day period if Employee reasonably and in good faith determines that Good Reason continues to exist after the end of such 30 day period; or (ii) the Company states in writing to Employee that Employee has the right to treat any such act or omission as Good Reason under this Agreement and Employee resigns during the 60 day period which starts on the date such statement is actually delivered to Employee.
Section 4.Capital Structure Adjustment.  Shares of Stock subject to this Grant shall be adjusted by the Committee in a reasonable and equitable manner to preserve immediately after (a) any equity restructuring or change in the capitalization of the Company, including, but not limited to, spin offs, stock dividends, large non-reoccurring dividends, rights offerings or stock splits or (b) any other transaction described in § 424(a) of the Code which does not constitute a Change in Control of the Company, the aggregate intrinsic value of the Grant immediately before such restructuring or recapitalization or other transaction.
Section 5.Stockholder Status.  Employee shall have the right under this Agreement to vote the shares of Stock subject to this Grant.  Any dividends or other distributions of property made with respect to shares of Stock that remain subject to forfeiture under Section 2 shall be held by the Company, and Employee's rights to receive such dividends or other property shall be forfeited or shall be nonforfeitable at same time the shares of Stock with respect to which the dividends or other property are attributable are forfeited or become nonforfeitable. Except for the right to vote the shares of Stock subject to this Grant, Employee 

​
4




​

shall have no rights as a Stockholder with respect to such shares of Stock until Employee's interest in such shares has become nonforfeitable.
Section 6.Stock Certificates.  The Company shall reflect the issuance of shares of Stock to Employee on a non-certificated basis, with the ownership of such shares of Stock by Employee evidenced solely by book entry in the records of the Company’s transfer agent.  The Secretary of the Company shall retain such share entry representing such shares and any distributions made with respect to such shares (other than ordinary cash dividends) until such time as Employee’s interest in such shares have become nonforfeitable or have been forfeited. As soon as practicable after each date as of which his interest in any shares becomes nonforfeitable under Sections 2(a) or 3, and subject to Section 8, the Company shall transfer such shares via a book entry credit to the record of Employee’s broker if so requested by Employee (together with any distributions made with respect to the shares that have been held by the Company). If shares are forfeited, the shares (together with any distributions made with respect to the shares that have been held by the Company) automatically shall revert back to the Company.
Section 7.Stock not Transferable.  Until the Stock granted under this Agreement becomes nonforfeitable as described in Sections 2 or 3, (a) the Stock may not be transferred other than by will or the applicable laws of descent or distribution or as approved by the Committee, and (b) the Stock shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind.  Any attempted assignment, transfer, pledge, or encumbrance of the Stock, other than in accordance with its terms, shall be void and of no effect.
Section 8.Withholding Taxes.  Employee shall pay to the Company an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to the delivery of any certificate for shares.  Payment of such taxes may be made by one or more of the following methods:  (a) in cash; (b) in cash received from a broker-dealer to whom Employee has submitted notice together with irrevocable instructions to deliver promptly to the Company the amount of sales proceeds from the sale of the shares subject to the Grant to pay the withholding taxes; (c) by directing the Company to withhold such number of shares of common stock of the Company otherwise issuable in connection with the Grant having an aggregate fair market value equal to the minimum amount of tax required to be withheld; or (d) by delivering (either directly or through attestation) previously acquired shares of common stock of the Company that are acceptable to the Committee that have an aggregate fair market value equal to the amount required to be withheld.
Section 9.Recoupment.  The Stock subject to this Grant shall be subject to the Company’s Incentive Compensation Recoupment Policy.
Section 10.No Right to Continued Employment.  Neither the Grant nor this Agreement shall give Employee the right to continue to be employed by the Company or any subsidiary.

​
5




​

Section 11.Governing Law.  This Grant and Agreement shall be governed by the laws of the State of Delaware.
Section 12.Binding Effect.  This Grant and Agreement shall be administered in accordance with such administrative regulations as the Committee shall from time to time adopt.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to such administration, all of which shall be binding upon the Employee.
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
BY:​ ​​ ​​ ​​ ​​ ​​ ​
By accepting this Agreement, the Employee agrees to be bound by the terms hereof.
​ ​​ ​​ ​​ ​​ ​​ ​​
Employee
​
​ ​​ ​​ ​​ ​​ ​​ ​​
Date

​
6