EXHIBIT 10.4
------------
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
2005 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK GRANT CERTIFICATE
This Restricted Stock Grant Certificate evidences a Restricted Stock
Grant made pursuant to the Consolidated Communications Holdings, Inc.
2005 Long-Term Incentive Plan of ______ shares of restricted Stock to
_______________ ("Director"). This Restricted 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. VESTING AND FORFEITURE.
(a) VESTING. Subject to Section 1(b), Director's interest in
the Stock subject to this Restricted Stock Grant shall vest
and become nonforfeitable as follows:
(i) his interest in the first one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
continuously serves as a Director until December
___, 200__,
(ii) his interest in the second one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
continuously serves as a Director until December
___, 200__,
(iii) his interest in the third one quarter of the
shares of Stock subject to this Restricted Stock
Grant shall become nonforfeitable only if he
continuously serves as a Director until December
___, 200__, and
(iv) his interest in the balance of the shares of Stock
subject to this Restricted Stock Grant shall
become nonforfeitable only if he continuously
serves as a Director until December ___, 200__.
(b) FORFEITURE. If Director's continuous service as a Director
terminates for any reason whatsoever before his interest in
all of the shares of Stock subject to this Restricted Stock
Grant have become nonforfeitable under Section 1(a), then he
shall (except as provided in Section 15 of the Plan) forfeit
all of the shares of Stock subject to this Restricted Stock
Grant except those shares in which he has (pursuant to
Section 1(a)) a nonforfeitable interest on the date his
status as an Director so terminates.
SECTION 2. STOCKHOLDER STATUS. Director shall have the right
under this Restricted 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 Stock subject to this
Restricted Stock Grant and to vote such shares until Director's right
to such shares is forfeited or becomes nonforfeitable. If Director
forfeits any shares under Section 1, Director shall at the same time
forfeit Director'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
1 shall be held by the Company, and Director'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 Stock subject to this
Restricted Stock Grant which are described in this Section 2, Director
shall have no rights as a Stockholder with respect to such shares of
Stock until Director's interest in such shares has become
nonforfeitable.
SECTION 3. STOCK CERTIFICATES. The Company shall issue a
stock certificate for the shares of Stock subject to this Restricted
Stock Grant in the name of Director upon Director's execution of the
irrevocable stock power in favor of the Company attached as Exhibit A.
Alternatively, in lieu of issuing stock certificates, the Company may
reflect the issuance of shares of Stock to Director on a non-
certificated basis, with the ownership of such shares of Stock by
Director 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 Director'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 1(a), and subject to
Section 5, the Company shall issue to Director 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 Director's broker if so requested by Director (together
with any distributions made with respect to the shares that have been
held by the Company). If shares are forfeited, the shares (together
-2-
with any distributions made with respect to the shares that have been
held by the Company) automatically shall revert back to the Company.
SECTION 4. TRANSFER OF STOCK. Rights granted under this
Restricted Stock Grant Certificate shall be transferable by Director
as provided in Section 11 of the Plan.
SECTION 5. OTHER LAWS. The Company shall have the right to
refuse to transfer shares of Stock subject to this Restricted Stock
Grant to Director if the Company acting in its absolute discretion
determines that the transfer of such shares might violate any
applicable law or regulation.
SECTION 6. NO RIGHT TO CONTINUE SERVICE. Neither the Plan,
this Restricted Stock Grant Certificate, nor any related material
shall give Director the right to continue service as a Director.
SECTION 7. GOVERNING LAW. The Plan and this Restricted Stock
Grant Certificate shall be governed by the laws of the State of
Delaware.
SECTION 8. BINDING EFFECT. This Restricted Stock Grant
Certificate shall be binding upon the Company and Director and their
respective heirs, executors, administrators and successors.
SECTION 9. HEADINGS AND SECTIONS. The headings contained in
this Restricted Stock Grant Certificate are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Restricted Stock Grant Certificate. All references to sections
in this Restricted Stock Grant Certificate shall be to sections of
this Restricted Stock Grant Certificate unless otherwise expressly
stated as part of such reference.
Section 10. PLAN AND STOCK GRANT CERTIFICATE. This Restricted
Stock Grant is subject to all of the terms and conditions set forth in
this Restricted Stock Grant Certificate and in the Plan. If a
determination is made that any term or condition set forth in this
Restricted Stock Grant Certificate is inconsistent with the Plan, the
Plan shall control. All of the capitalized terms not otherwise defined
in this Restricted Stock Grant Certificate shall have the same meaning
in this Restricted Stock Grant Certificate as in the Plan. A copy of
the Plan will be made available to Director upon written request to
the corporate Secretary of the Company.
-3-
EXHIBIT A
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 Restricted Stock
Grant under the Consolidated Communications Holdings, Inc. 2005 Long-
Term Incentive Plan in the Restricted 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 Restricted Stock Grant for purposes of effecting any
forfeiture called for under Section 1(b) of the Restricted 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
1(b) of such Restricted Stock Grant Certificate or, if earlier,
immediately after such a forfeiture has been effected with respect to
such shares of Stock.
______________________________
[Name]
-4-