EXHIBIT 10.2
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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
2005 LONG-TERM INCENTIVE PLAN
PERFORMANCE STOCK GRANT CERTIFICATE
This Performance Stock Grant Certificate evidences an award to
_______________ ("Employee") of a Performance Stock Grant made
pursuant to the Consolidated Communications Holdings, Inc. 2005 Long-
Term Incentive Plan that entitles Employee to shares of restricted
Stock as described below. This Performance Stock Grant is granted
effective as of _______________, 200__, which shall be referred to as
the "Grant Date."
CONSOLIDATED COMMUNICATIONS
HOLDINGS, INC.
BY:__________________________
TERMS AND CONDITIONS
SECTION 1. PERFORMANCE GRANT.
(a) Employee shall be entitled to receive shares of restricted
Stock, the number of which is based on the level of
achievement of the performance goals established with
respect to the calendar year in which the Grant Date occurs,
as set forth on the attached Exhibit A. If the performance
goals are achieved at the target level, Employee shall be
entitled to __________ shares of restricted Stock. If the
performance goals are achieved at above or below the target
level, the target number of shares shall be adjusted as
described on Exhibit A.
(b) Notwithstanding the foregoing, Employee shall not be
entitled to receive any shares of restricted Stock if
Employee does not remain continuously employed by the
Company or any Subsidiary or Affiliate from the Grant Date
until the date the Committee determines performance goal
achievement as described in (a) above.
SECTION 2. VESTING. Subject to Section 3, Employee's
interest in the restricted Stock received in accordance with Section 1
shall vest and become nonforfeitable as follows:
(a) his interest in the first one quarter of the shares of
restricted Stock shall become nonforfeitable only if he
remains continuously employed by the Company or any
Subsidiary or Affiliate until December ___, 200__,
(b) his interest in the second one quarter of the shares of
restricted Stock shall become nonforfeitable only if he
remains continuously employed by the Company or any
Subsidiary or Affiliate until December ___, 200__,
(c) his interest in the third one quarter of the shares of
restricted Stock shall become nonforfeitable only if he
remains continuously employed by the Company or any
Subsidiary or Affiliate until December ___, 200__, and
(d) his interest in the balance of the shares of restricted
Stock shall become nonforfeitable only if he remains
continuously employed by the Company or any Subsidiary or
Affiliate until December ___, 200__.
SECTION 3. FORFEITURE. If Employee's continuous employment
with the Company or its Subsidiaries or Affiliates terminates for any
reason whatsoever before his interest in all of the shares of Stock
received pursuant to this Performance Stock Grant have become
nonforfeitable under Section 2, then he shall (except as provided in
Section 15 of the Plan) forfeit all of the shares of Stock received
pursuant to this Performance Stock Grant except those shares in which
he has (pursuant to Section 2) a nonforfeitable interest on the date
his status as a Employee so terminates.
SECTION 4. STOCKHOLDER STATUS. Employee shall have the right
under this Performance Stock Grant to receive cash dividends (other
than cash dividends which the Committee determines are extra-ordinary
cash dividends) on all of the shares of restricted Stock received
pursuant to this Performance Stock Grant and to vote such shares until
Employee's right to such shares is forfeited or becomes
nonforfeitable. If Employee forfeits any shares under Section 3,
Employee shall at the same time forfeit Employee's right to vote such
shares and to receive cash dividends paid with respect to such shares.
Any extra-ordinary cash dividends, Stock dividends or other
distributions of property made with respect to shares that remain
subject to forfeiture under Section 2 shall be held by the Company,
and Employee's rights to receive such dividends or other property
shall be forfeited or shall be nonforfeitable at same time the shares
of Stock with respect to which the dividends or other property are
attributable are forfeited or become nonforfeitable. Except for the
rights to receive cash dividends (other than cash dividends which the
Committee determines are extra-ordinary cash dividends) and vote the
shares of restricted Stock received pursuant to this Performance Stock
Grant which are described in this Section 4, Employee shall have no
rights as a Stockholder with respect to such shares of Stock until
Employee's interest in such shares has become nonforfeitable.
SECTION 5. STOCK CERTIFICATES. The Company shall issue a
stock certificate for the shares of restricted Stock subject to this
Performance Stock Grant in the name of Employee upon Employee's
execution of the irrevocable stock power in favor of the Company
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attached as Exhibit B. Alternatively, in lieu of issuing stock
certificates, the Company may reflect the issuance of shares of Stock
to Employee on a non-certificated basis, with the ownership of such
shares of Stock by Employee evidenced solely by book entry in the
records of the Company's transfer agent. The Secretary of the Company
shall hold such stock certificate or retain such share entry
representing such shares and any distributions made with respect to
such shares (other than ordinary cash dividends) until such time as
Employee's interest in such shares have become nonforfeitable or have
been forfeited. As soon as practicable after each date as of which his
interest in any shares becomes nonforfeitable under Section 2(a), and
subject to Section 6, the Company shall issue to Employee a stock
certificate reflecting the shares in which his interest has become
nonforfeitable on such date, or shall transfer such shares via a book
entry credit to the record of Employee's broker if so requested by
Employee (together with any distributions made with respect to the
shares that have been held by the Company). If shares are forfeited,
the shares (together with any distributions made with respect to the
shares that have been held by the Company) automatically shall revert
back to the Company.
SECTION 6. TRANSFER OF STOCK. Rights granted under this
Performance Stock Grant Certificate shall be transferable by Employee
as provided in Section 11 of the Plan.
SECTION 7. WITHHOLDING TAXES. If applicable, Employee shall
pay to the Company an amount sufficient to satisfy all minimum
Federal, state and local withholding tax requirements prior to the
delivery of any certificate for shares. Payment of such taxes may be
made by one or more of the following methods: (a) in cash; (b) in
cash received from a broker-dealer to whom Employee has submitted
notice together with irrevocable instructions to deliver promptly to
the Company the amount of sales proceeds from the sale of the shares
subject to the Performance Stock Grant to pay the withholding taxes;
(c) by directing the Company to withhold such number of shares of
common stock of the Company otherwise issuable in connection with the
Performance Stock Grant having an aggregate fair market value equal to
the minimum amount of tax required to be withheld; or (d) by
delivering (either directly or through attestation) previously
acquired shares of common stock of the Company that are acceptable to
the Committee that have an aggregate fair market value equal to the
amount required to be withheld.
SECTION 8. OTHER LAWS. The Company shall have the right to
refuse to transfer shares of Stock subject to this Performance Stock
Grant to Employee if the Company acting in its absolute discretion
determines that the transfer of such shares might violate any
applicable law or regulation.
SECTION 9. NO RIGHT TO CONTINUE SERVICE. Neither the Plan,
this Performance Stock Grant Certificate, nor any related material
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shall give Employee the right to continue to be employed by the
Company or its Subsidiaries or Affiliates.
SECTION 10. GOVERNING LAW. The Plan and this Performance
Stock Grant Certificate shall be governed by the laws of the State of
Delaware.
SECTION 11. BINDING EFFECT. This Performance Stock Grant
Certificate shall be binding upon the Company and Employee and their
respective heirs, executors, administrators and successors.
SECTION 12. HEADINGS AND SECTIONS. The headings contained in
this Performance Stock Grant Certificate are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Performance Stock Grant Certificate. All references to sections
in this Performance Stock Grant Certificate shall be to sections of
this Performance Stock Grant Certificate unless otherwise expressly
stated as part of such reference.
SECTION 13. PLAN AND STOCK GRANT CERTIFICATE. This
Performance Stock Grant is subject to all of the terms and conditions
set forth in this Performance Stock Grant Certificate and in the Plan.
If a determination is made that any term or condition set forth in
this Performance Stock Grant Certificate is inconsistent with the
Plan, the Plan shall control. All of the capitalized terms not
otherwise defined in this Performance Stock Grant Certificate shall
have the same meaning in this Performance Stock Grant Certificate as
in the Plan. A copy of the Plan will be made available to Employee
upon written request to the corporate Secretary of the Company.
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EXHIBIT A
PERFORMANCE GOALS AND PAYOUT LEVELS
[Describe performance goals, target and other payout levels, and
adjustment procedures.]
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EXHIBIT B
IRREVOCABLE STOCK POWER
As a condition to the issuance to the undersigned of the shares
of Stock which were granted to the undersigned as a Stock Grant under
the Consolidated Communications Holdings, Inc. 2005 Long-Term
Incentive Plan in the Performance Stock Grant Certificate dated
_______________, 200__, the undersigned hereby executes this
Irrevocable Stock Power in order to sell, assign and transfer to
Consolidated Communications Holdings, Inc. the shares of Stock subject
to such Performance Stock Grant for purposes of effecting any
forfeiture called for under Section 2(b) of the Performance Stock
Grant Certificate and does hereby irrevocably give Consolidated
Communications Holdings, Inc. the power (without any further action on
the part of the undersigned) to transfer such shares of Stock on its
books and records back to Consolidated Communications Holdings, Inc.
to effect any such forfeiture. This Irrevocable Stock Power shall
expire automatically with respect to any shares of Stock on the date
such shares of Stock are no longer subject to forfeiture under Section
2(b) of such Performance Stock Grant Certificate or, if earlier,
immediately after such a forfeiture has been effected with respect to
such shares of Stock.
______________________________
______________________________
(Date)
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