EXHIBIT 10.2
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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
2005 LONG-TERM INCENTIVE PLAN
EXECUTIVE LONG-TERM INCENTIVE PROGRAM
1.1 GRANTS. Under the terms and provisions of the Consolidated
Communications Holdings, Inc. 2005 Long-Term Incentive Plan (the
"Plan"), the terms of which are hereby incorporated by reference, the
Compensation Committee (the "Committee") of the Board of Directors of
Consolidated Communications Holdings, Inc. (the "Company") may grant
awards based on shares of the Company's Stock, including Stock Grants,
to eligible employees in such amounts as the Committee shall
determine. This Executive Long-Term Incentive Program ("Executive
LTIP") establishes a methodology for determining Stock Grants under
the Plan to selected senior executives of the Company or any
Subsidiary or Affiliate ("Key Employees") in 2007 and subsequent
years. The Committee will make Restricted Stock Grants and
Performance Stock Grants to Key Employees pursuant to the guidelines
set forth below.
1.2 GUIDELINES. The number of shares subject to Stock Grants awarded
to a Key Employee will be determined as follows:
(a) Target Value.
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On or prior to March 31 of each calendar year, the Committee
will determine for each Key Employee (by comparable
position), the economic value of target annualized long-term
incentive equity compensation, based on a value reflecting
approximately the 50th percentile of the general industry
index selected by the Committee (the "Target Value").
(b) Restricted Stock Grants.
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(i) It is intended that initial Restricted Stock Grants
will be made in March, 2007, will cover a three-year
period, and will be made as follows:
Employee Restricted Stock Grant
Robert J. Currey [TBD]
Steven L. Childers 13,591
Joseph R. Dively 13,591
Steven J. Shirar 13,591
C. Robert Udell 13,591
Christopher Young 10,297
(ii) In any subsequent year in which the Committee
determines to make Restricted Stock Grants, the
Committee will authorize a Restricted Stock Grant to
each Key Employee for a number of shares equal to (i)
50% of the Target Value in effect for such year for
such Key Employee, divided by the Fair Market Value of
a share of Common Stock on the date of grant;
multiplied by (ii) the number of years the Restricted
Stock Grant is intended to cover. Fractional shares
will be rounded up. The shares will be subject to
restrictions on transfer that will lapse at a rate
equal to 25% per year beginning on December 5th of the
year in which the Restricted Stock Grant was awarded,
and each anniversary thereafter.
(c) Performance Stock Grants.
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(i) On or prior to the March 31 of each calendar year
constituting a performance period, the Committee will
authorize a Performance Stock Grant to each Key
Employee that entitles the Key Employee to receive a
number of shares of Restricted Stock in the next
calendar year based on achievement of performance goals
for such performance period. The performance goals and
achievement levels will be established by the Committee
prior to such March 31.
(ii) Following the completion of the applicable performance
period, the Committee will determine the extent to
which the performance goals have been achieved at the
target and other applicable levels established pursuant
to subsection (c)(i) above. If performance goals for
2007 are achieved at the target level, the following
shares of Restricted Stock will be authorized for
payment:
Performance
Employee Stock Grant
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Robert J. Currey [TBD]
Steven L. Childers 5,034
Joseph R. Dively 5,034
Steven J. Shirar 5,034
C. Robert Udell 5,034
Christopher Young 3,814
If performance goals for any subsequent year are
achieved at the target level, the Committee will
authorize payment to each Key Employee of a number of
shares of Restricted Stock equal to 50% of the Target
Value in effect for the year in which the Performance
Stock Grant was authorized to such Key Employee,
divided by the product of (A) the Fair Market Value of
a share of Common Stock on the date of grant of the
Performance Stock Grant, and (B) a percentage
determined by the Committee at the beginning of the
applicable performance period to reflect the
probability of achieving results at the target levels.
(iii) If the performance goals are achieved at above or below
the target level, then the number of shares to be paid
to the Key Employee will be adjusted to reflect
achievement at the different levels. If there is more
than one performance goal, the Committee will determine
achievement of the performance goals on a blended basis
that takes into account the weighting assigned to each
individual goal. The performance goals that apply for
each performance period, the weighting of such goals,
and the payout levels commensurate with various levels
of achievement of such goals will be detailed in the
Performance Stock Grant Certificate. Fractional shares
will be rounded up. The shares of Restricted Stock
received pursuant to the Performance Stock Grant will
be subject to restrictions on transfer that will lapse
at a rate equal to 25% per year beginning on December
5th of the year in which such shares are received, and
each anniversary thereafter.
(iv) Notwithstanding the foregoing, no individual who is not
employed by the Company or any Subsidiary or Affiliate
on the date the Committee determines achievement of the
performance goals for a performance period will be
eligible to receive shares of Restricted Stock under
this Section 1.2(c).
1.3 STOCK GRANT CERTIFICATES. Each Stock Grant awarded pursuant to
this Executive LTIP will be evidenced by a Certificate, which will
specify the number of shares subject to the award, the vesting
schedule, the payment provisions, and such other provisions as the
Committee determines. A Restricted Stock Grant Certificate will be
delivered to each Key Employee as soon as practicable after the
Committee determines the amount of such Restricted Stock Grant in
accordance with Section 1.2(b), and a Performance Stock Grant
Certificate will be delivered to each Key Employee as soon as
practicable after the Committee sets the performance goals in
accordance with subsection 1.2(c)(i).
1.4 CAPITALIZED TERMS. Capitalized terms used but not defined herein
have the meanings assigned to such terms pursuant to the Plan.