Exhibit 10.11


 


RESTRICTED STOCK UNIT AWARD


 


	
   Award
  Number:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Award
  Date

  	
   

  	
   Number
  of Units

  	
   

  	
   Final
  Vesting Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


THIS CERTIFIES THAT
SureWest Communications (the “Company”) has on the Award Date specified above
granted to [Recipient’s Name] (“Participant”)
an award (the “Award”) to receive that number of restricted stock units (the “Restricted
Stock Units”) indicated above in the box labeled “Number of Units,” each
Restricted Stock Unit representing the right to receive one share of SureWest
Communications Common Stock (the “Common Stock”), plus an additional amount
pursuant to Section 1(b), subject to certain restrictions and on the terms
and conditions contained in this Award and the SureWest Communications 2000
Equity Incentive Plan (the “Plan”).  A
copy of the Plan is available upon request. 
In the event of any conflict between the terms of the Plan and this
Award, the terms of the Plan shall govern. 
Any terms not defined herein shall have the meaning set forth in the
Plan.


 


1.             Rights of the Participant with Respect to the
Restricted Stock Units.


 


(a)           No Shareholder Rights.  The Restricted Stock Units granted pursuant
to this Award do not and shall not entitle Participant to any rights of a
shareholder of Common Stock.


 


(b)           Additional Restricted Stock Units.  As long as Participant holds Restricted Stock
Units granted pursuant to this Award, the Company shall credit to Participant,
on each date that the Company pays a cash dividend to holders of Common Stock
generally, an additional number of Restricted Stock Units (“Additional
Restricted Stock Units”) equal to the total number of whole Restricted Stock
Units and Additional Restricted Stock Units previously credited to Participant
under this Award multiplied by the dollar amount of the cash dividend paid per
share of Common Stock by the Company on such date, divided by the Fair Market
Value of a share of Common Stock on such date. 
Any fractional Restricted Stock Unit resulting from such calculation
shall be included in the Additional Restricted Stock Units.  A report showing the number of Additional
Restricted Stock Units so credited shall be sent to Participant periodically as
determined by the Company.  The
Additional Restricted Stock Units so credited shall be subject to the same terms
and conditions as the Restricted Stock Units to which such Additional
Restricted Stock Units relate.


 


(c)           Conversion of Restricted Stock
Units; Issuance of Common Stock. 
Shares of Common Stock shall be issued to Participant to the extent of
the vesting of the Restricted Stock Units only upon the Participant’s “separation
from service” (within the meaning of Section 409A
of the Internal Revenue Code (the “Code”)) and in no event later than six
months after separation of service. 
Neither this Section 1(c) nor any action taken pursuant to or
in accordance with this 


 

















 


Section 1(c) shall
be construed to create a trust of any kind. 
The value of any fractional Restricted Stock Unit or Additional
Restricted Stock Unit shall be paid in cash in accordance with the foregoing
timing rules.


 


2.             Vesting. 
All of the Restricted Stock Units are vested immediately.


 


3.             Restriction on Transfer.  The Restricted Stock Units and any rights
under this Award may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of by Participant otherwise than by will or by the laws
of descent and distribution, and any such purported sale, assignment, transfer,
pledge, hypothecation or other disposition shall be void and unenforceable
against the Company.  No transfer by will
or the applicable laws of descent and distribution of any Restricted Stock
Units upon Participant’s death shall be effective to bind the Company unless
the Committee shall have been furnished with written notice of such transfer
and a copy of the will or such other evidence as the committee of the Board of
Directors administering the Plan (the “Committee”) may deem necessary to
establish the validity of the transfer. 
Notwithstanding the foregoing, Participant may, in the manner established
by the Committee, designate a beneficiary or beneficiaries to exercise the
rights of Participant and receive any property distributable with respect to
the Restricted Stock Units upon the death of Participant.


 


4.             Adjustments to Restricted Stock Units.  In the event that any dividend or other
distribution (whether in the form of cash, shares of Common Stock, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Common Stock or other securities of the Company or
other similar corporate transaction or event affecting the Common Stock would
be reasonably likely to result in the diminution or enlargement of any of the
benefits or potential benefits intended to be made available under the Award
(including, without limitation, the benefits or potential benefits of
provisions relating to the vesting of the Restricted Stock Units), the
Committee shall, in such manner as it shall deem equitable or appropriate in
order to prevent such diminution or enlargement of any such benefits or
potential benefits, make adjustments to the Award, including adjustments in the
number and type of shares of Common Stock Participant would have received upon
vesting of the Restricted Stock Units; provided, however, that the number of
shares into which the Restricted Stock Units may be converted shall always be a
whole number.


 


5.             Income Tax Matters.


 


(a)           In order to comply with all
applicable federal and state income tax laws or regulations, the Company may
take such action as it deems appropriate to ensure that all applicable federal
or state payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of Participant, are withheld or collected from
Participant.


 


(b)           In accordance with the terms of the
Plan, and such rules as may be adopted by the Committee under the Plan,
Participant may elect to satisfy Participant’s federal and state income tax
withholding obligations arising from the receipt of, or the lapse of
restrictions relating to, the Restricted Stock Units, by (i) delivering
cash, check (bank check, certified check or personal check) or money order
payable to the Company, (ii) having the Company withhold a portion of the
shares of Common Stock otherwise to be delivered having a Fair Market Value
equal to the 


 

















 


amount of such taxes, or (iii) delivering
to the Company shares of Common Stock already owned by Participant having a
Fair Market Value equal to the amount of such taxes.  Any shares already owned by Participant
referred to in the preceding sentence must have been owned by Participant for
no less than six months prior to the date delivered to the Company if such
shares were acquired upon the exercise of an option or upon the vesting of
restricted stock or other restricted stock units.  The Company will not deliver any fractional
share of Common Stock but will pay, in lieu thereof, the Fair Market Value of
such fractional share.  Participant’s
election must be made on or before the date that the amount of tax to be
withheld is determined.


 


6.             Miscellaneous.


 


(a)           This Award does not confer on
Participant any right with respect to the continuance of any relationship with
the Company or its subsidiaries, nor will it interfere in any way with the
right of the Company to terminate such relationship at any time.


 


(b)           The Company shall not be required to
deliver any shares of Common Stock upon vesting of any Restricted Stock Units
until the requirements of any federal or state securities laws, rules or
regulations or other laws or rules (including the rules of any
securities exchange) as may be determined by the Company to be applicable are
satisfied.


 


(c)           An original record of this Award and
all the terms hereof, executed by the Company, is held on file by the
Company.  To the extent there is any
conflict between the terms contained in this Award and the terms contained in
the original held by the Company, the terms of the original held by the Company
shall control.


 


* * * *


 


By your
signature and the signature of the Company’s representative below, you and the
Company agree that these Restricted Stock Units are granted under and governed
by the terms and conditions of the Plan and this Restricted Stock Unit Award.


 


 


	
  RECIPIENT:

  	
   

  	
  SUREWEST COMMUNICATIONS,

  
	
   

  	
   

  	
  a
  California corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  [Type in Name]

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title