Exhibit 10.10


 


RESTRICTED STOCK UNIT AWARD


OFFICER — 4 YEAR SEMI-ANNUAL VESTING


 


	
   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”), the terms and conditions of which are
incorporated herein by reference.  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
applicable regulations) and in no event later than 


 

















 


six months after
separation of service or such other period as necessary to comply with Section 409A
and applicable regulations of the Internal Revenue Code.  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.  Subject to
the terms and conditions of this Award, 12.5% of the Restricted Stock Units
shall vest, and the restrictions with respect to the Restricted Stock Units
shall lapse, each June 1 and December 1 if the Participant remains or
continues to serve as an employee of the Company until the respective vesting
dates.


 


3.                                       Forfeiture or Early Vesting Upon Termination of Service.


 


(a)                                  Termination of Service Generally. 
If, prior to vesting of the Restricted Stock Units pursuant to Section 2
or 3, Participant ceases to serve as an employee of the Company, for any reason
(voluntary or involuntary) other than death, permanent long-term disability or
Retirement (as defined below), or a Qualifying Termination pursuant to any Change
in Control as defined in any Change in Control Agreement between Participant
and the Company (in which event benefits will be determined by such Agreement)
then, except as otherwise set forth in this Section 3, Participant’s
rights to all of the unvested Restricted Stock Units shall be immediately and
irrevocably forfeited, including the right to receive Additional Restricted
Stock Units.


 


(b)                                 Death or Permanent Long-Term Disability. 
If Participant dies while serving as an employee of the Company or its
subsidiaries, or if Participant’s service is terminated due to a permanent
long-term disability which renders Participant incapable of performing his or
her duties, then all unvested Restricted Stock Units shall become immediately
vested and exercisable, and the restrictions with respect to all of the
Restricted Stock Units shall lapse, as of the date of such long-term disability
or death, except that no distribution shall be permitted except as necessary to
comply with Section 409A and applicable regulations of the Internal
Revenue Code, including all applicable definitions relating to death and
disability.  No transfer by will or the
applicable laws of descent and distribution of any Restricted Stock Units that
vest by reason of 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.


 


(c)                                  Voluntary Retirement. 
If Participant voluntarily retires and all of the following conditions
are satisfied, all unvested Restricted Stock Units shall become immediately
vested and exercisable, subject to all conditions, limitations and requirements
necessary to comply with Section 409A and applicable regulations of the
Internal Revenue Code, and the restrictions with respect to all of the
Restricted Stock Units shall lapse, as of the date of voluntary retirement
subject to the same Code requirements:


 


(i)                                     You are
eligible to retire, as defined in SureWest’s retirement plan or its equivalent
as of the date you retire, and


 

















 


(ii)                                  You freely and
voluntarily retire without coercion or at the request of the Company, as the
Company shall determine in its own discretion, and


 


(iii)                               The Company, in
its sole discretion, determines that on the date of your retirement


 


·                 your performance is
satisfactory,


 


·                 you are not in
violation of any provision of the Company’s Code of Ethics,


 


·                 that but for your
election to retire, the Company would continue your employment until the
unvested shares vested in accordance with the vesting schedule, and


 


·                 the Company determines, in its sole
discretion, that the Company’s financial condition would not be adversely
impaired, impacted or affected by vesting the remaining unvested shares.


 


(d)                                 Accelerated
Vesting.  The vesting terms under
this agreement can be accelerated partially or in whole by the Compensation
Committee at its sole discretion, provided that no distributions shall be
permitted except in compliance with Section 409A of the Internal Revenue
and applicable regulations.


 


4.                                       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.


 


5.                                       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.


 


6.                                       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.


 


7.                                       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.


 


(d)                                 The Plan Administrator has discretionary
authority with respect to the construction and interpretation of this Award. In
any dispute between or among Participant, the Committee, Board, Plan
Administrator, Beneficiary or Alternate Payee, the court or arbitrator or other
decision-maker with authority to resolve the dispute shall defer to the Plan
Administrator’s construction or interpretation of the Award. Similarly, the
decision-maker shall defer to any 


 

















 


findings of fact by the
Plan Administrator or other determination with respect to the Participant’s,
Beneficiary’s or Alternate Payee’s entitlement to benefits hereunder.


 


* * * *


 


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:

  	
   

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: