RESTRICTED STOCK UNIT AGREEMENT - Nonemployee


    Exhibit
      10.2 (b)

     

    This
      document constitutes part of a prospectus covering securities that

     

    have
      been
      registered under the Securities Act of 1933.

     

    RURAL
      CELLULAR CORPORATION

     

    RESTRICTED
      STOCK UNIT AGREEMENT

    PURSUANT
      TO 2006 OMNIBUS INCENTIVE PLAN

    


    THIS
      RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of May
      26, 2006, by and between Rural Cellular Corporation, a Minnesota corporation
      (the “Company”), and (Director’s
      Name)
      (“Nonemployee Director”).

     

    Recitals

     

    A. The
      Company desires to provide the Nonemployee Director an opportunity to acquire
      shares of its Class A common stock, par value $.01 per share (the “Shares”), to
      carry out the purposes of its 2006 Omnibus Incentive Plan (the “Plan”), a copy
      of which has been made available to Nonemployee Director and the terms of which
      are incorporated by reference herein and shall be considered a part of this
      Agreement.

     

    B. The
      Plan
      provides that each award is to be evidenced by an agreement, setting forth
      the
      terms and conditions of such award.

     

    ACCORDINGLY,
      in consideration of the premises and of the mutual covenants and agreements
      contained herein, the Company and the Nonemployee Director hereby agree as
      follows:

     

    1.  Restricted
      Stock Award.
      Subject
      to the terms and provisions of this Agreement and the Plan, the Company hereby
      grants to the Nonemployee Director as of the date hereof an award of restricted
      stock units (“RSUs”) payable upon vesting in (Number
      of Shares)
      Shares
      (the “Award Shares”). For purposes of Section 16 under the Securities Exchange
      Act of 1934, as amended, and the rules and regulations thereunder, the grant
      date for the RSUs shall be the effective date hereof; provided, however, all
      of
      Nonemployee Director’s right, title, and interest in and to the RSUs and the
      Award Shares shall be subject to Section 2 below.

     

    2.  Vesting
      of RSUs and Award Shares.

     

    (a)  Subject
      to Sections 2(b), (c), and (d), below, all of Nonemployee Director’s right,
      title, and interest in and to the Award Shares shall be contingent upon and
      subject to his continuously serving on the Board of Directors of the Company
      from the date hereof until the date of the 2007 Annual Meeting of the
      Shareholders (the “Vesting Period”). At the end of the Vesting Period, and
      provided that the Nonemployee Director has continuously served on the Board
      of
      Directors of the Company for the entire Vesting Period. Nonemployee Director
      shall be deemed to be fully vested in all of the RSUs and Award
      Shares.

     

    (b)  In
      the
      event the Nonemployee Director ceases to serve on the Board of Directors of
      the
      Company prior to the end of the Vesting Period, Nonemployee Director shall
      forfeit all right, title, and interest in and to the RSUs and Award
      Shares.

     

    (c)  In
      the
      event that the Nonemployee Director ceases to serve on the Board of Directors
      prior to the end of the Vesting Period because the Nonemployee Director has
      died
      or become permanently disabled within the meaning of Section 105(b) (4) of
      the
      Internal Revenue Code of 1986, Nonemployee Director shall thereupon become
      immediately vested in all of the RSUs and Award Shares. The Award Shares will
      be
      delivered to the Nonemployee Director, or in the event of the Nonemployee
      Director’s death, his estate or a person who has acquired the right to the Award
      Shares by will or by the laws of descent and distribution, as soon as reasonably
      practicable following such event.

     

    (d)  In
      the
      event of a “Change in Control” of the Company as defined in the Plan,
      Nonemployee Director shall thereupon become immediately vested without
      restriction in all of the RSUs and Award Shares. 

     

    


    3.  Issuance
      and Delivery of Certificates for Award Shares.
      If the
      RSUs vest pursuant to Section 2 above, the Award Shares will be issued and
      delivered to the Nonemployee Director six (6) months after the Nonemployee
      Director terminates his service on the Board of Directors. In the event of
      the
      Nonemployee Director’s death after the Vesting Period and before delivery of the
      Award Shares, the Award Shares will be delivered to the Nonemployee Director’s
      estate or a person who has acquired the right to the Award Shares by will or
      by
      the laws of decent and distribution, as soon as reasonably
      practicable.

     

    


    4.  Rights
      and Restrictions as a Shareholder.
      Until
      the vesting of the RSUs and issuance of the Award Shares under Sections 2 and
      3
      above, Nonemployee Director shall have no voting rights, dividend rights, or
      other rights as a shareholder with respect to the Award Shares. Prior to
      delivery of the Award Shares, Nonemployee Director shall not (i) sell, offer
      to
      sell, transfer, pledge, or hypothecate any record or beneficial interest in
      the
      Award Shares or (ii) grant any irrevocable proxies or irrevocable voting rights
      with respect to the Award Shares. Upon issuance and delivery of the Award Shares
      pursuant to Section 3 above, Nonemployee Director (or the person or persons
      then
      entitled to the Award Shares or any portion thereof pursuant to Section 2(c)
      above) shall have full rights as a shareholder with respect to the Award Shares,
      including the right to transfer ownership of the Award Shares, subject to the
      restrictions described in Sections 7 and 8 hereof.

     

    5.  Stock
      Dividends, Stock Splits, and Other Adjustments.
      During
      the time that the RSUs are subject to the vesting restrictions set forth in
      Section 2 above, in the event of any merger, reorganization, consolidation,
      capitalization, stock dividend, stock split, or other change in corporate
      structure affecting the Shares, such substitution or adjustment shall be made
      in
      the number of Shares subject to this Award (“Adjusted Shares”) as may be
      determined to be appropriate by the board of directors, in its sole discretion.
      As used herein, the term “Award Shares” includes any related Adjusted Shares.


     

    6.  Withholding
      Taxes.
      Nonemployee Director shall pay on a timely basis all withholding and payroll
      taxes and/or excise taxes required by law with respect to the Award Shares
      (collectively, “Withholding Taxes”). The delivery of any Award Shares (or
      portion thereof) to Nonemployee Director under this Agreement shall be subject
      to and conditioned upon Nonemployee Director’s payment of all applicable
      Withholding Taxes.

     

    7.  Investment
      Representations.
      Unless
      a registration statement under the Securities Act of 1933, as amended (and
      applicable state securities laws), is in effect with respect to the Award Shares
      on the date of issuance of the Award Shares, Nonemployee Director agrees with,
      and represents to, the Company that Nonemployee Director is acquiring the Award
      Shares for the purpose of investment and not with a view to transfer, sell,
      or
      otherwise dispose of the Award Shares. The Company may require an opinion of
      counsel satisfactory to it prior to the transfer of any Award Shares to assure
      at all times that it will be in compliance with applicable federal and state
      securities laws.

     

    8.  Legend
      on Shares Held by Affiliates.
      If
      Nonemployee Director is deemed an affiliate of the Company on the date of
      issuance of the Award Shares, the Company may place a stop transfer order on
      its
      stock records with respect to the Award Shares, and the certificate(s) for
      the
      Award Shares may contain substantially the following legend:

     

    “The
      securities evidenced by this certificate were issued to an affiliate of the
      issuer, and the resale of such securities is subject to the restrictions of
      Rule
      144 under the Securities Act of 1933, as amended, pertaining to shares held
      by
      affiliates.”

     

    9.  Expenses.
      Nothing
      contained in this Agreement shall be construed to impose any liability on the
      Company in favor of the Nonemployee Director for any cost, loss, or expense
      the
      Nonemployee Director may incur in connection with, or arising out of any
      transaction under, this Agreement.

     

    10.  No
      Guarantee of Future Awards.
      Nothing
      in this Agreement shall be construed as giving or denying the Nonemployee
      Director any rights to receive future awards under the Plan or any other plan
      of
      the Company.

     

    11.  Nontransferability.
      Except
      as otherwise permitted by the Committee or the Board, the rights of the
      Nonemployee Director under this Agreement shall not be assigned, transferred,
      pledged, or otherwise hypothecated by the Nonemployee Director other than by
      will or the laws of descent and distribution.

     

    12.  Fractional
      Shares.
      No
      fraction of a share shall be deliverable pursuant to this Agreement, but in
      the
      event any adjustment hereunder of the number of the Award Shares shall cause
      such number to include a fraction of a share, such fraction shall be adjusted
      to
      the nearest smaller whole number of shares.

     

    13.  Complete
      Agreement, Amendment.
      This
      Agreement and the Plan, which by this reference is hereby incorporated herein
      in
      its entirety, contain the entire agreement between the Company and Nonemployee
      Director with respect to the transactions contemplated hereby. Any modification
      of the terms of this Agreement must be in writing and signed by each of the
      parties. In the event that the terms of the Plan and the Agreement are
      inconsistent, the terms of the Plan shall control.

     

    14.  Governing
      Law.
      Any
      issue related to the formation, execution, performance, and interpretation
      of
      this Agreement shall be governed by the laws of the State of
      Minnesota.

     

    15.  Headings.
      The
      section and subsection headings used in this Agreement are for convenient
      reference and are not a part of this Agreement.

     

    RURAL
      CELLULAR CORPORATION

    


    
      	
              Accepted:
                __________________________

               Director’s
                Name

               

              Dated:
                ____________________________

            	
              By:
                __________________________________

               

               

              Title:
                President_________________________