Exhibit 10.9


 


	
   

  	
   

  
	
  Notice
  of Grant of Award and Award Agreement

  	
  SureWest
  Communications

  ID:  68-0365195

  8150 Industrial Avenue, Building A

  Roseville, CA 95678

  
	
   

  	
   

  



 


	
  Name:
  [Insert recipient’s name]

  	
  Award
  Number: [Insert Award Number]

  
	
  Address:
  [Insert recipients address]

  	
  Plan:
  2000

  
	
  City,
  State Zip:

  	
  ID:
  [Insert recipient’s ID number]

  
	
   

  	
   

  



 


Effective [Insert Date], you have been granted an
award of [Insert number of shares awarded]
shares of SureWest Communications (the Company) common stock.  These shares are restricted until the vest
date(s) shown below.


 


The current total
value of the award is $[Insert dollar value
of award]


 


The award will
vest in increments on the date(s) shown.


 




	
  Shares

  	
   

  	
  Full Vest Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


 




 





By your signature
and the Company’s signature below, you and the Company agree that this award is
granted under and governed by the terms and conditions of the Company’s Award
Plan as amended and the Award Agreement, all of which are attached and made a
part of this document.




 





 


 


	
   

  	
   

  	
   

  
	
  SureWest Communications

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  



 

















 


SUREWEST
COMMUNICATIONS


2000
EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK AGREEMENT


 


	
  Payment for

  	
   

  
	
  Shares

  	
  No payment is required for the Shares you receive.

  
	
   

  	
   

  
	
  Vesting

  	
  The Shares vest in installments as shown in the
  Notice of Restricted Stock Award. In addition, the Shares vest in full if any
  of the following three events or conditions or circumstances occur:

  
	
   

  	
   

  
	
   

  	
  1.     Your service as an Employee or Consultant
  terminates because of death or long-term disability. (For all purposes under
  this Agreement, “long term disability” shall be determined in accordance with
  the 2000 Equity Incentive Plan and Section 409A and applicable
  regulations of the Internal Revenue Code), or

  
	
   

  	
   

  
	
   

  	
  2.     The Company is subject to a “Change in
  Control” (as defined in the Plan and under Section 409A and applicable
  regulations of the Internal Revenue Code) while you are an Employee or
  Consultant of the Company, and there is a Change of Control agreement which
  vests your rights hereunder, and all conditions and contingencies relating to
  the vesting have occurred, or

  
	
   

  	
   

  
	
   

  	
  3.     You voluntarily retire and all the
  following terms and conditions apply:

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  c.     The Company, in its sole discretion,
  determines that on the date of your retirement (1) your performance is
  satisfactory, (2) you are not in violation of any provision of the
  Company’s Code of Ethics, (3) 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 (4) 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.

  
	
   

  	
   

  
	
   

  	
  In the event of vesting resulting from separation
  from service, no distributions of vested stock shall be permitted until six
  months after your date of separation, if you are a specified employee as
  defined by Section 409A and applicable regulations of the Internal
  Revenue Code (or any other such date as may be applicable under said Code
  provision), and no distributions shall be made later than two and one half
  months after the first of the year following your date of separation if you
  are not a specified employee as defined by said Code provision.

  
	
   

  	
   

  
	
   

  	
  The vesting terms under this agreement can be
  accelerated partially or in whole by the Compensation Committee at its sole
  discretion, but accelerated vesting shall not permit any distribution except
  in compliance with Section 409A and applicable regulations under the
  Internal Revenue Code.

  
	
   

  	
   

  
	
  Shares Restricted

  	
  Unvested Shares will be considered “Restricted
  Shares.” You may not sell, transfer, pledge or otherwise dispose of any
  Restricted Shares, except as provided in the next sentence. With the consent
  of the Compensation Committee of the Company’s Board of Directors, you may
  transfer Restricted

  



 

















 


	
   

  	
  Shares to your spouse, children or grandchildren or
  to a trust established by you for the benefit of yourself or your spouse,
  children or grandchildren. A transferee of Restricted Shares must agree in
  writing on a form prescribed by the Company to be bound by all provisions of
  this Agreement.

  
	
   

  	
   

  
	
  Forfeiture

  	
  Except as otherwise provided for or set forth below
  or elsewhere in this document, if your service as an Employee of or
  Consultant to the Company terminates for any reason (except as provided in
  this Restricted Stock Agreement), then your Shares will be forfeited to the
  extent that they have not vested before the termination date and do not vest
  as a result of the termination. This means that the Restricted Shares will
  immediately revert to the Company. You receive no payment for Restricted
  Shares that are forfeited.

  
	
   

  	
   

  
	
   

  	
  The Company determines in its sole discretion when
  your service terminates for this purpose.

  
	
   

  	
   

  
	
  Stock Certificates

  	
  Your Restricted Shares will be issued and held for
  you by the Company. After Shares have vested, a stock certificate for those
  shares will be released to you not later than two and one half months after
  the end of the tax year in which the shares have become vested, except in the
  event of a release or distribution on separation from service for a specified
  employee as defined by the Section 409A of the Internal Revenue Code and
  applicable regulations, which shall occur subject to all limitations and
  restrictions applicable or made necessary to maintain compliance with
  Section 409A and applicable regulations of the Internal Revenue Code.

  
	
   

  	
   

  
	
  Voting and

  	
   

  
	
  Dividend Rights

  	
  You have the same voting, dividend and other rights
  as the Company’s other shareholders.

  
	
   

  	
   

  
	
  Withholding Taxes

  	
  No stock certificates will be released to you unless
  you have made acceptable arrangements to pay any withholding taxes that may
  be due as a result of this award or the vesting of the Shares. As determined
  by the Committee, these arrangements may include withholding Shares of
  Company stock that otherwise would be released to you when they vest. As determined
  by the Committee, these arrangements may also include surrendering Shares of
  Company stock that have been owned by you 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 restricted
  stock units. The fair market value of the Shares you surrender, determined as
  of the date when taxes otherwise would have been withheld in cash, will be
  applied as a credit against the withholding taxes.

  
	
   

  	
   

  
	
  Restrictions on

  	
   

  
	
  Resale

  	
  By signing this Agreement, you agree not to sell any
  Shares at a time when applicable laws or Company policies prohibit a sale.
  This restriction will apply as long as you are an Employee of or Consultant
  to the Company, or for any other waiting or other
  period following separation from service as may be required by
  Section 16 of the Securities Exchange Act of 1934 or regulations
  promulgated thereunder.

  
	
   

  	
   

  
	
  No Retention Rights

  	
  Your award or this Agreement do
  not give you the right to be employed or retained by the Company or a
  subsidiary of the Company in any capacity.

  
	
   

  	
   

  
	
  Adjustments

  	
  As more fully described in the Plan, in the event of
  a stock split, a stock dividend or a similar change in Company stock, the
  number of Restricted Shares that remain subject to forfeiture will be
  adjusted accordingly.

  



 

















 


	
  Applicable Law

  	
  This Agreement will be interpreted and enforced
  under the laws of the State of California (without regard to choice-of-law
  provisions).

  
	
   

  	
   

  
	
  The Plan and

  	
   

  
	
  Other Agreements

  	
  The text of the SureWest Communications 2000 Equity
  Incentive Plan is incorporated in this Agreement by reference, and shall
  prevail over any inconsistent provisions herein.

  
	
   

  	
   

  
	
  Deference to Plan

  	
   

  
	
  Administrator

  	
  The Administrator of the 2000 Equity Incentive Plan
  has discretionary authority with respect to the construction and
  interpretation of this Award. In any dispute between or among the Committee,
  Board, Company, Plan Administrator, you, any Participant, Beneficiary, or
  Alternate Payee, the court, arbitrator or other decision-maker with authority
  to resolve the dispute shall defer to the Plan Administrators construction or
  interpretation of this Award. The decision-maker shall similarly defer to any
  finding of fact by the Plan Administrator or other determination with respect
  to yours, any Participant’s Beneficiary’s or Alternate Payee’s entitlements
  hereunder.

  



 


This Agreement and the Plan constitute the entire understanding between
you and the Company regarding this award. 
Any prior agreements, commitments or negotiations concerning this award
are superseded.  This Agreement may be
amended only by another written agreement, signed by both parties.


 


BY
SIGNING THE COVER SHEET OF THIS AGREEMENT,


YOU AGREE TO ALL OF THE TERMS AND CONDITIONS


DESCRIBED
ABOVE AND IN THE PLAN.  IN THE EVENT OF


A
CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT


AND THE
PLAN, THE PLAN SHALL GOVERN.