EX-10.4



 Exhibit 10.4 

COMMUNICATIONS SALES & LEASING, INC. 

2015 EQUITY INCENTIVE PLAN 

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT 

Summary of Restricted Stock Unit Award 

As of the Date of Grant set forth below, Communications Sales & Leasing, Inc., a Maryland corporation (the “Company”),
grants to the Grantee named below, in accordance with the terms of the Communications Sales & Leasing 2015 Equity Incentive Plan (the “Plan”), and this Restricted Stock Unit Agreement (the “Agreement”), the contingent
right to receive all, a portion or a multiple of the Target Number of Restricted Stock Units set forth below: 
  

							
	Name of Grantee:				  
		
				
	Target Number of Restricted Stock Units:				  
		
				
	Date of Grant:				  
		

 Terms of Agreement 

1. Grant of Restricted Stock Units. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the
Plan, the Company hereby grants to the Grantee as of the Date of Grant this Performance-Based Restricted Stock Unit Award, which represents the contingent right to receive all, a portion, or a multiple of the Target Number of Restricted Stock Units
(the “Restricted Stock Units”) set forth herein. Except as otherwise provided herein, each Restricted Stock Unit shall represent the right to receive one Common Share and shall at all times be equal in value to one Common Share. 

2. Right to Receive Payment. 

(a) In General. 
 (i) The
Grantee shall vest in all, a portion, or a multiple of the Target Number of Restricted Stock Units on                  (the “Vesting Date”), in accordance with
the performance matrix attached hereto as Appendix A (the “Performance Matrix”); provided that the Grantee shall have remained in the continuous employ of the Company or any Subsidiary through the Vesting Date. The Performance
Period within which the Performance Matrix is measured shall be the period of time from the Date of Grant to the Vesting Date, subject to a 20 day trailing average at the beginning and end of the Performance Period. 

(ii) Notwithstanding the provisions of Section 2(a)(i), in the event the Grantee’s employment with the Company and its Subsidiaries
is terminated without Cause, the Grantee terminates his employment with the Company or a Subsidiary for Good Reason, or the Grantee experiences a Company-approved retirement (as determined in the sole discretion of the Committee), the Grantee shall
remain eligible to vest in his Restricted Stock Units on the Vesting Date subject to the Performance Matrix and actual performance achieved. On the Vesting Date following such termination of employment, the Committee shall determine, in its sole
discretion, whether the Grantee shall vest in either (A) the full number of Restricted Stock Units to which Grantee would have been entitled had such termination of employment not occurred or (B) a pro-rated portion of the Restricted Stock
Units based on the number of days the Grantee was employed by the Company between the Date of Grant and the Vesting Date. 
 (iii)
Notwithstanding the provisions of Section 2(a)(i) or 2(a)(ii), the Target Number of Restricted Stock Units covered by this Agreement (and not previously vested under Section 2(a) or forfeited under Section 3) shall immediately become
vested if, prior to the applicable Vesting Date, the Grantee (A) dies or becomes permanently disabled (as determined by the Committee) while in the employ of the Company or any Subsidiary, or (B) the Grantee’s employment with the
Company or any Subsidiary is terminated without Cause, or the Grantee terminates his employment with the Company or any Subsidiary for Good Reason, in each case described in (B) within the two year period immediately following a Change in
Control. 
 (b) Adjustment of Performance Goals. If the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company or any Subsidiary, the manner in which it conducts business or other events or circumstances render any of the performance goals set forth in the Performance Matrix to be unsuitable, the Committee may
modify such Performance Goal or the level of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action may result in the loss of the otherwise available exemption of the Restricted Stock Units under
Section 162(m) of the Code. 







 3. Forfeiture. The Restricted Stock Units that have not yet vested pursuant to
Section 2(a) (and any right to unpaid Dividend Equivalents under Section 7 with respect to the Restricted Stock Units) shall be forfeited automatically without further action or notice (i) except as otherwise provided pursuant to
Section 2(a)(iii), to the extent that the Performance Goal for a fiscal year has not been achieved, but only with respect to the percentage of the Target Number of Restricted Stock Units allocated to such fiscal year; or (ii) in the event
the Grantee ceases to be employed by the Company or any Subsidiary other than as provided in Sections 2(a)(ii) or 2(a)(iii). 
 4.
Payment of Restricted Stock Units. 
 (a) In General. Except as may be otherwise provided in this Section 4, the Company
shall deliver to the Grantee (or the Grantee’s estate in the event of death) the Shares underlying the vested Restricted Stock Units within sixty (60) days after the date that they become vested in accordance with Section 2. 

(b) Special Payment Terms. To the extent that the Grantee’s right to receive payment of the Restricted Stock Units constitutes a
“deferral of compensation” within the meaning of Section 409A of the Code, then notwithstanding Section 4(a), the Shares underlying the Restricted Stock Units that become vested pursuant to Sections 2(a)(ii) or 2(a)(iii), if any,
shall be subject to the following rules: 
 (i) Except as provided in Section 4(b)(ii), the Shares underlying the Restricted Stock
Units that become vested pursuant to Section 2(a)(iii) shall be delivered to the Grantee (or the Grantee’s estate in the event of death) within sixty (60) days after the earlier of (x) the Grantee’s “separation from
service” within the meaning of Section 409A of the Code; or (y) the Vesting Date. 
 (ii) If the Restricted Stock Units would
otherwise become payable as a result of Section 4(b)(i)(x) and the Grantee is a “specified employee” at that time within the meaning of Section 409A of the Code (as determined pursuant to Company’s policy for identifying
specified employees), then to the extent required to comply with Section 409A of the Code, payment of the Restricted Stock Units shall not be made as described in Section 4(b)(i) and instead: (x) in the case of a separation from
service pursuant to Section 2(a)(iii)(A) the Shares shall be delivered to the Grantee within sixty (60) days after the first business day that is more than six months after the date of his or her separation from service








 
or, if the Grantee dies during such six-month period, within ninety (90) days after the Grantee’s death (such date the “409A Settlement Date”) and (y) in the case of a
separation from service pursuant to Section 2(a)(iii)(B) payment of the Restricted Stock Units shall be made on the 409A Settlement Date in cash (in lieu of payment in Shares) with a value equal to the number of Shares that otherwise would have
been paid multiplied by the Market Value per Share as of the date of such separation from service, together with interest from the date of such separation from service until the 409A Settlement Date at the applicable Federal short-term rate,
compounded semi-annually, in effect under 1274(d) of the Code as of the date of such separation from service. 
 (iii) If the Restricted
Stock Units would otherwise become payable as a result of Grantee’s “separation from service” within the meaning of Section 409A of the Code pursuant to Section 2(a)(ii), and the Grantee is a “specified employee”
at that time within the meaning of Section 409A of the Code (as determined pursuant to Company’s policy for identifying specified employees), then to the extent required to comply with Section 409A of the Code, payment of the
Restricted Stock Units shall not be made as otherwise described in this Agreement; instead the Shares shall be delivered to the Grantee the later of (x) the 409A Settlement Date and (y) the date the payment of the Restricted Stock Units
would have otherwise been made under this Agreement. 
 (c) Satisfaction of the Company’s Obligations. The Company’s
obligations with respect to the Restricted Stock Units shall be satisfied in full upon the delivery of the Shares underlying the Vested Restricted Stock Units or the cash payment described in Section 4(b)(ii)(y). 

5. Transferability. The Restricted Stock Units or the right to the cash payment described in Section 4(b)(ii)(y) may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, unless otherwise provided under the Plan. Any purported transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and
the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Stock Units or cash payment right. 

6. No Dividend, Voting or Other Rights. The Grantee shall not possess any incidents of ownership (including, without limitation,
dividend and voting rights) in the Common Shares underlying the Restricted Stock Units credited to his or her account until such Common Shares have been delivered to the Grantee in accordance with Section 4. The obligations of the Company under
this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Common Shares or cash as the case may be (and pay Dividend Equivalents as defined in Section 7) in the future, and the rights of the Grantee will
be no greater than that of an unsecured general creditor. No assets of the Company or any Subsidiary will be held or set aside as security for the obligations of the Company under this Agreement. 

7. Dividend Equivalents. Upon payment of a vested Restricted Stock Unit, the Grantee shall be entitled to a cash payment equal to the
aggregate cash dividends declared and paid or payable with respect to one (1) Common Share for each record date that occurs during the period beginning on the Date of Grant and ending on the date the vested Restricted Stock Unit is paid or, in
the case of a separation from service pursuant to Section 2(a)(iii), the date of the separation from service (the “Dividend Equivalent”). The Dividend Equivalents shall be forfeited to the extent that the underlying Restricted Stock
Unit is forfeited and shall be paid to the Grantee, if at all, at the same time that the related vested Restricted Stock Unit is paid to the Grantee in accordance with Section 4. 

8. Continuous Employment. For purposes of this Agreement, the continuous employment of the Grantee with the Company or any Subsidiary
shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary, by reason of the transfer of his or her employment among the Company and any Subsidiary, or a leave
of absence approved by the Committee. 







 9. No Employment Contract; Disclaimer. Nothing contained in this Agreement shall confer
upon the Grantee any right with respect to continuance of employment by the Company or any Subsidiary, nor limit or affect in any manner the right of the Company and any Subsidiary to terminate the employment or adjust the compensation of the
Grantee, in each case with or without Cause. By acceptance of this Agreement, the Grantee acknowledges and agrees that neither this Agreement nor any other agreement awarded prior to the date hereof under any equity compensation plan of the Company
or its Subsidiaries has created or shall create, or be deemed or construed to create or have created, (i) a contractual, equitable, or other right to receive future grants of equity awards, or other benefits in lieu of equity awards, or
(ii) a fiduciary duty or other comparable duty of trust or confidence owed to the Grantee (or any successor, assign, affiliate or family member of the Grantee) by the Company and its affiliates and its respective officers, directors, employees,
agents or contractors. 
 10. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the
Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any Subsidiary and shall not affect the
amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any Subsidiary. 

11. Taxes and Withholding. The Grantee is responsible for any federal, state, local or other taxes with respect to the Restricted Stock
Units (including the vesting of the Restricted Stock Units, the receipt of Common Shares or cash and the receipt of Dividend Equivalents). The Company does not guarantee any particular tax treatment or results in connection with the grant or vesting
of the Restricted Stock Units, the delivery of Common Shares or cash or the payment of Dividend Equivalents. To the extent the Company or any Subsidiary of the Company is required to withhold any federal, state, local, foreign or other taxes in
connection with the delivery of Common Shares or cash under this Agreement, the Grantee shall pay the tax or make provisions that are satisfactory to the Company or such Subsidiary for the payment thereof. The Grantee may elect (on a form provided
by the Company) for the Company or any Subsidiary (as applicable) to retain a number of Common Shares otherwise deliverable hereunder (to the extent any cash otherwise payable is insufficient) with a value equal to the required withholding (based on
the Market Value of the Common Shares on the date of delivery) in order to satisfy the withholding obligation; provided that in no event shall the value of the Common Shares together with any cash retained exceed the minimum amount of taxes required
to be withheld or such other amount that will not result in a negative accounting impact. If the Company or any Subsidiary is required to withhold any federal, state, local or other taxes at any time other than upon delivery of Common Shares or cash
under this Agreement, then the Company or the Subsidiary (as applicable) shall have the right in its sole discretion to (a) require the Grantee to pay or provide for payment of the required tax withholding, or (b) deduct the required tax
withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Grantee (other than deferred compensation subject to Section 409A of the Code). If the Company or any Subsidiary is required
to withhold any federal, state, local or other taxes with respect to Dividend Equivalents, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to reduce the cash payment related to the Dividend Equivalent by
the applicable tax withholding. 
 12. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable
federal and state securities laws and listing requirements of the NASDAQ or any national securities exchange with respect to the Restricted Stock Units; provided, however, notwithstanding any other provision of this Agreement, the Restricted Stock
Units shall not be delivered if the delivery thereof would result in a violation of any such law or listing requirement. 
 13.
Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is
applicable hereto. Notwithstanding the 







 
foregoing, and except as specifically provided in Section 2(b), no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement regarding
vested Restricted Share Units under the Plan and this Agreement without the Grantee’s consent. 
 14. Severability. In the event
that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable. 
 15. Claw-Back Policy. Notwithstanding any provision contained
herein to the contrary, this Agreement, the Restricted Stock Units and any Common Shares that the Grantee may receive pursuant to this Agreement, are subject to the Communications Sales & Leasing, Inc. Claw-Back Policy then in affect (the
“Policy”), and the Claw-Back Policy Acknowledgement and Agreement that the Grantee signed in accordance with the Policy (the “Claw-Back Agreement”). 

16. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement, the Policy, the Claw-Back
Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect
thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting
pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Stock Units. 

17. Successors and Assigns. Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company and its affiliates. 

18. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of
Maryland, without giving effect to the principles of conflict of laws thereof. 
 19. Electronic Delivery. The Grantee hereby
consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and
quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of
the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to
above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and
agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by
the Company or any Subsidiary to provide administrative services related to the Plan. 







 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Grantee has also executed this Agreement, as of the Date of Grant. 
  

			
	COMMUNICATIONS SALES & LEASING, INC.
		
	By:		Kenny Gunderman
	Title:		President and CEO


 By clicking the [I Accept] button, the Grantee hereby acknowledges that a copy of the Plan, Plan Summary and
Prospectus and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”) are available for viewing on the Company’s intranet site at [web address]. The Grantee hereby consents to receiving this
Prospectus Information electronically, or, in the alternative, agrees to contact [name and phone number] to request a paper copy of the Prospectus Information at no charge. The Grantee represents that he or she is familiar with the terms and
provisions of the Prospectus Information and hereby accepts the award of Restricted Shares on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both you and the Company
as soon as you click the [I Accept] button.