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EXHIBIT 10.26
 LodgeNet Entertainment Corporation 2003 Stock Option and
Incentive Plan Restricted Stock Award Agreement
(Financial Performance Vesting)
 Name:Date of Award:Number of Shares of Restricted
Stock Awarded:




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2




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3




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a.
    
    If, in connection with or within two (2) years following the
occurrence of a Change in Control (as defined in subsection 15 (b) below), your
employment with the Company terminates voluntarily for Good Reason (as defined in
subsection 15 (b) below), or involuntarily for any reason other than for Cause (as
defined in subsection 15 (b) below), the restrictions on all outstanding shares of
Restricted Stock not previously terminated pursuant to the terms of Section 1
hereof shall, without further action, terminate as of the date of such employment
termination.b.
    
    For purposes hereof: (i) termination of employment for Cause shall
mean termination of your employment by the Company or any of its subsidiaries
because of: (A) your dishonesty, fraud or breach of trust or substantial
misconduct in the performance of, or substantial nonperformance of, your duties,
(B) any act or omission by you that is a substantial cause for a regulatory body
with jurisdiction over the Company or any of its subsidiaries to request or
recommend your suspension or removal or to impose sanctions upon the Company, or
(C) a material breach by you of any applicable employment agreement between you
and the Company or any of its subsidiaries; (ii) termination with Good Reason
shall mean voluntary termination of your employment because, without your express
written consent: (A) the Company or any subsidiary materially breaches any of the
terms of an employment agreement, severance agreement or other compensation
arrangement between the Company or any of its subsidiaries and you, (B) you are
assigned duties materially inconsistent with your position, duties, and status
immediately prior the Change in Control, (C) the Company or any subsidiary reduces
your base salary and/or benefits under the Companys or a subsidiarys incentive,
stock option, retirement, welfare, disability, health, insurance, benefit or other
compensatory plan (including, without limitation, cash paid in lieu of any such
benefit) in existence immediately prior to the Change in Control (without
substitution of a substantially equivalent plan or benefit), such that your
compensation, in the aggregate, has been materially reduced, or (D) failure by the
Company to cause any successor or resulting entity to expressly assume and agree
to perform the Companys obligations under this Agreement; and (iii) a Change in
Control shall mean the occurrence of any of the following: (A) any person (as
such term is used in Section 13 of the Securities Exchange Act of 1934 (the
Exchange Act) and the rules and regulations thereunder and including any
Affiliate or Associate of such person, as defined in Rule 12b-2 under said Act,
and any person acting in concert with such person), directly or indirectly,
acquires or otherwise becomes the beneficial owner (as such term is
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defined in Rule 13d-3 of the Exchange Act, except that a person or entity shall
also be deemed the beneficial owner of all securities which such person or entity
may have a right to acquire, whether or not such right is presently exercisable) of
securities representing thirty percent (30%) or more of the voting power entitled
to be cast at elections for directors (Voting Power) of the Company; or (B) there
occurs any merger or consolidation (in one or more transactions) of the Company, or
any sale, lease or exchange (in one or more transactions) of all or any substantial
part of the consolidated assets of the Company (meaning assets representing thirty
percent (30%) or more of the Companys consolidated net tangible assets or
generating thirty percent (30%) or more of the Companys consolidated operating
cash flow, in each case as measured over the Companys preceding four full fiscal
quarters) to any other person and (y) in the case of a merger or consolidation, the
holders of outstanding stock of the Company entitled to vote in elections of
directors immediately before such merger or consolidation (excluding for this
purpose any person (including any Affiliate or Associate) that directly or
indirectly owns or is entitled to vote thirty percent (30%) of more of the Voting
Power of the Company) hold less than seventy percent (70%) of the Voting Power of
the survivor of such merger or consolidation or its parent, or (z) in the case of
any such sale, lease or exchange, the Company does not own more than fifty percent
(50%) of the Voting Power of the other person; or (C) during any period subsequent
hereto, a majority of the Companys directors shall not for any reason be board
members who at the beginning of such period constituted a majority of the Board of
Directors or persons nominated as new directors by a majority of such continuing
directors.     5




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LODGENET ENTERTAINMENT CORPORATIONBy
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