EXHIBIT 10.1
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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
2005 LONG-TERM INCENTIVE PLAN
EXECUTIVE LONG-TERM INCENTIVE PROGRAM
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(REVISED MARCH 12, 2007)
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, in the
following amounts:
Employee Restricted Stock Grant
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Robert J. Currey [_____]
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 for each Key Employee. Fractional shares
will be rounded up. The shares will be subject to
restrictions on transfer and vesting provisions as
determined by the Committee for each Executive at
the time of grant.
(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:
Employee Performance Stock Grant
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Robert J. Currey [_____]
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
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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 and vesting
provisions as determined by the Committee at the
time of grant.
(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.
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