Exhibit 10.23
FORM OF RESTRICTED STOCK AGREEMENT
(Mary Agnes Wilderotter)
This Agreement is made as of _________________ ("Date of Award") between
Citizens Communications Company, a Delaware corporation (the "Company") and Mary
Agnes Wilderotter (the "Grantee"). In consideration of the agreements set forth
below, the Company and the Grantee agree as follows:
1. Grant: A restricted stock award ("Award") of ________ shares ("Award
Shares") of the Company's common stock ("Common Stock") is hereby
granted by the Company to the Grantee subject to: (i) the terms and
conditions of that certain Employment Agreement, dated November 1,
2004, between the Grantee and the Company (the "Employment
Agreement"); (ii) the following terms and conditions; and (iii) the
provisions of the Amended and Restated 2000 Equity Incentive Plan (the
"Plan"), the terms of which are incorporated by reference herein. In
the event of a conflict among or between the Employment Agreement and
the terms and conditions stated herein, the terms most favorable to
the Grantee shall control.
2. Transfer Restrictions: None of the Award Shares shall be sold,
assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee until such time as the restrictions on
said Award Shares shall have lapsed.
3. Release of Restrictions: The restrictions set forth in Section 2 above
shall lapse on one-fourth (25%) of the Award Shares on each [GRANT
DATE] beginning in [YEAR FOLLOWING GRANT DATE], and ending on [FOURTH
ANNIVERSARY OF GRANT DATE].
4. Forfeiture: The Award Shares shall be subject to forfeiture to the
Company in accordance with the terms of the Employment Agreement.
5. Adjustment of Shares: Notwithstanding anything contained herein to the
contrary, in the event of any change in the outstanding Common Stock
resulting from a subdivision or consolidation of shares, whether
through reorganization, recapitalization, share split, reverse share
split, share distribution or combination of shares or the payment of a
share dividend, the Award Shares shall be treated in the same manner
in any such transaction as other Common Stock. Any Common Stock or
other securities received by the Grantee with respect to the Award
Shares in any such transaction shall be subject to the restrictions
and conditions set forth herein to the extent such restrictions and
conditions are not inconsistent with the terms of the Employment
Agreement.
6. Rights as Stockholder: The Grantee shall be entitled to all of the
rights of a stockholder with respect to the Award Shares including the
right to vote such shares and to receive dividends and other
distributions payable with respect to such shares since the Date of
Award. Any stock dividends payable with respect to such shares shall
bear the same restrictions as the underlying shares. Said restrictions
shall lapse at the same time as restrictions lapse on the underlying
shares.
7. Escrow of Share Certificates: Certificates for the Award Shares shall
be issued in the Grantee's name and shall be held by the Company's
transfer agent until all restrictions lapse or such shares are
forfeited as provided under the terms of the Employment Agreement. A
certificate or certificates representing the Award Shares as to which
restrictions have lapsed shall be delivered to the Grantee, upon the
Grantee's request, upon such lapse.
8. Government Regulations: Notwithstanding anything contained herein to
the contrary, the Company's obligation to issue or deliver
certificates evidencing the Award Shares shall be subject to all
applicable laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be
required.
9. Withholding Taxes: Unless inconsistent with the terms of the
Employment Agreement, the Company shall have the right to require the
Grantee to remit to the Company, or to withhold from other amounts
payable to the Grantee, as compensation or otherwise, an amount
sufficient to satisfy all federal, state and local withholding tax
requirements. The Company will offer Grantee the right to have
withholding requirements satisfied by the Company's withholding of
shares upon the timely written election of Grantee to utilize shares
for withholding tax purposes.
10. Employment: Nothing in this Agreement shall confer upon Grantee any
right to continue in the employ of Company, nor shall it interfere in
any way with the right of the Company to terminate Grantee's
employment at any time consistent with the terms of the Employment
Agreement.
11. Plan: Grantee acknowledges receipt of a copy of the Plan, agrees to be
bound by the terms and provisions of the Plan and agrees to
acknowledge, upon request of Company, receipt of any prospectus or
prospectus amendment provided to Grantee by Company.
12. Securities Laws: Grantee agrees to comply with all applicable
securities laws upon sale or disposition of shares acquired hereunder.
13. Notices: Notices to Company shall be addressed to it at:
3 High Ridge Park
Stamford, CT 06905
and to Grantee at:
___________________
___________________
Company or Grantee may from time to time designate in writing
different addresses for receipt of notice. Notice shall be deemed
given when properly addressed and sent first class or express mail.
14. Governing Law: The terms of this Agreement shall be binding upon
Company, Grantee and their respective successors and assigns. This
Agreement shall be performed under and determined in accordance with
the laws of the State of Connecticut.
In Witness Whereof, the Company has caused this Award to be granted on the
date first above written.
CITIZENS COMMUNICATIONS COMPANY
By:__________________________________ _________________________
Hilary Glassman Mary Agnes Wilderotter
Senior Vice President, General Counsel and
Secretary