Exhibit 10(r)


 


NON-INCENTIVE
STOCK OPTION AGREEMENT


 


AGREEMENT made
this {DAY} day of {MONTH} {YEAR} between HickoryTech Corporation, a Minnesota
corporation, hereinafter called “HickoryTech”, and {FIRST & LAST NAME OF
EMPLOYEE} hereinafter called “{LAST NAME OF EMPLOYEE}”.


 


TERMS


 


NOW, THEREFORE, in consideration of the
mutual covenants contained in this Agreement, the parties agree as follows:


 


1.                                       Grant of
Option.  HickoryTech grants to {LAST
NAME} the right and option to purchase from it, on the following terms and
conditions, all or any part of, {# of SHARES) shares of common stock of
HickoryTech.  The purchase price shall be
${PURCHASE PRICE} per share, which is the fair market value of HickoryTech’s
common stock on the date of this agreement. 
This agreement and the options contained herein are subject to the
provisions of the Plan.


 


2.                                       Time of
Exercise of Options.  {LAST NAME} may
elect to exercise the options at the times and for the number of shares
indicated as follows:


 


Non-Incentive Stock Options


 


a)                                      After
{MONTH, DAY, YEAR}, {LAST NAME} may purchase up to {# OF SHARES} shares;


 


b)                                     After
{MONTH, DAY, YEAR}, {LAST NAME} may purchase up to an additional {# OF SHARES}
shares; and


 


c)                                      After
{MONTH, DAY, YEAR}, {LAST NAME} may purchase up to an additional {# OF SHARES}
shares.


 





















 


The
right of {LAST NAME} to purchase shares pursuant to this Agreement shall
terminate on {TERMINATION MONTH, DAY, YEAR}.


 


3.                                       Method of
Exercise.  The options granted under
this Agreement may be exercised from time to time, as provided above, by the
payment of the purchase price for the shares which {LAST NAME} elects to
purchase.  The purchase price shall be
paid in full at the time of exercise. 
The purchase price may be payable in cash, in shares of HickoryTech
having a fair market value equal to the purchase price or a combination
thereof.


 


4.                                       Termination
of Options.  The options and all
rights granted by the Agreement, to the extent those rights have not been
exercised, will terminate and become null and void on {TERMINATION MONTH, DAY,
YEAR} or sooner if {LAST NAME} ceases to be in the continuous employment of
HickoryTech (whether by resignation, retirement, dismissal, or otherwise).  However, in the event of the termination of
employment for any reason other than death, {LAST NAME} may exercise the
options at any time within the three-month period following termination to the
extent such options were exercisable by him on the date of termination of
employment. If {LAST NAME} dies while employed by HickoryTech or within the three-month
period following the termination of employment, the person or persons to whom
his rights under the options shall pass, whether by will or by the applicable
laws of descent and distribution, may exercise such options to the extent that
{LAST NAME} was entitled to exercise them on the date of his death, for a
period of six months following his death.


 


5.                                       Limitation
Upon Transfer.  During the lifetime
of {LAST NAME}, the options and all rights granted in this Agreement shall be
exercisable only by {LAST NAME}, and except as paragraph 4 otherwise provides,
the options and all rights granted under this Agreement shall not be
transferred, assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment, or similar process.  Upon any
attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of such
options or of such rights contrary to the provisions in this Agreement, or upon
the levy of any attachment or similar process upon such options or such rights,
such options and such rights shall immediately become null and void.


 


6.                                       Fundamental
Change in HickoryTech.  In the event
of a proposed Fundamental Change (as defined in the Plan) in HickoryTech, the
options are subject to the rights of HickoryTech (as described in the Plan) to
take certain actions regarding the options.


 





















 


7.                                       Adjustments
for Changes in Capitalization. 
Appropriate adjustments shall be made in the number of shares and the
purchase price to give effect to stock dividends, stock splits, stock
combinations or other changes in the corporate structure of HickoryTech.


 


8.                                       Right as
Shareholder.  Neither {LAST NAME} nor
his executor, legal representative, or heirs, shall be or have any rights or
privileges as a shareholder of HickoryTech in respect of the shares
transferable upon exercise of the options granted under this Agreement, unless
and until certificates representing such shares shall have been delivered to
{LAST NAME}, his executor, legal representative, or heirs.


 


9.                                       Notices.  Any notice to be given under the terms of
this Agreement shall be addressed to HickoryTech in care of its Vice President
of Human Resources at 221 East Hickory Street, P.O. Box 3248, Mankato,
Minnesota 56002-3248, and any notice to be given to {LAST NAME} shall be
addressed to him/her at {HOME ADDRESS OF EMPLOYEE}, or at such other address as
either party may hereafter designate in writing to the other.  Any such notice shall be deemed duly given on
the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid and
properly addressed.


 


10.                                 Binding Effect.  This Agreement shall be binding upon the
heirs, executors, legal representatives and successors of the parties hereto.


 


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


 


 


	
   

  	
  HICKORYTECH
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  {FIRST
  & LAST NAME OF EMPLOYEE}