Exhibit 4.2.
SHENANDOAH TELECOMMUNICATIONS COMPANY
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN
DESCRIPTION, TERMS AND CONDITIONS
1. PURPOSE OF THE PLAN
The purpose of this Amended and Restated Dividend Reinvestment Plan (the
"Plan") is to provide the participating shareholders of Shenandoah
Telecommunications Company (the "Company") with a convenient method of investing
cash dividends in additional shares of the common stock of the Company at a cost
that may, because of the Company's payment of brokerage fees associated with the
purchases of Common Stock under the Plan, represent a savings over that
available in normal open market purchases.
2. DEFINITIONS.
For purposes of the Plan, the following words or phrases shall have
meanings assigned to them below:
(a) "Common Stock" shall mean the common stock, without par value, of
the Company.
(b) "Company" shall mean Shenandoah Telecommunications Company.
(c) "Fair Market Value" shall mean the value of the Common Stock
determined by the Company as follows:
(i) Exchange Traded. In the event that the Common Stock is listed on
a national securities exchange, the fair market value per share
shall be the average of the high and low sale prices of the Common
Stock as reported on such exchange for each of the ten trading days
immediately preceding the determination date.
(ii) NASDAQ Listed. In the event that the Common Stock is not listed
on a national securities exchange, but is then quoted on The NASDAQ
Stock Market (whether the National or SmallCap Market), the fair
market value per share shall be the average of the high and low sale
prices of the Common Stock as reported on The NASDAQ Stock Market
for each of the ten trading days immediately preceding the
determination date.
(iii) OTC Traded. In the event that the Common Stock is not listed
on a national securities exchange and is not quoted on The NASDAQ
Stock Market, the fair market value per share shall be the average
of the high and low bid and asked quotations of the Common Stock for
each of the ten trading days immediately preceding the determination
date as reported by two brokerage firms to be selected by the
Company which are then making a market in the Common Stock, except
that if no closing bid or asked quotation is available on one or
more of such trading days, fair market value shall be determined by
reference to the ten trading days preceding the determination date
on which closing bid and asked quotations are available.
(iv) Other. In the event that the Common Stock is not listed on a
national securities exchange, is not quoted on The NASDAQ Stock
Market and no closing bid and asked quotations are available, or
that the fair market value per share cannot otherwise be determined
as contemplated above, then fair market value per share shall be
determined in good faith by the Company.
(d) "Full Dividend Reinvestment Option" shall mean a Participant's
option to reinvest dividends on all shares of Common Stock then or
thereafter registered in his name.
Amended and Restated Drip adopted July 18, 2005
(e) "Investment Date" shall mean the date a dividend is actually paid by
the Company.
(f) "Partial Dividend Reinvestment Option" shall mean a Participant's
option to reinvest dividends on only a specified number of shares of
Common Stock then registered in his name.
(g) "Participant" shall mean a holder of record of Common Stock of the
Company who has elected to participate in the Plan by delivering an
executed Participant Card to the Plan Agent.
(h) "Participant Card" shall mean the card or other document designated
by the Plan Agent as the required evidence of a shareholder's
election to participate in the Plan.
(i) "Plan Agent" shall mean the Company, and shall also mean any other
entity to which the Company has delegated all or any part of its
responsibilities hereunder, other than the function of purchasing
Plan Shares pursuant to the Plan.
(j) "Plan Shares" shall mean shares of Common Stock that have been
purchased on behalf of a Participant under the Plan.
(k) "Purchasing Agent" shall mean the unaffiliated entity designated
from time to time by the Board of Directors of the Company, the
Company's Chief Executive Officer or the Company's Chief Financial
Officer to purchase Plan Shares for the Participants.
(l) "Record Date" shall mean the date on which a person must be
registered as a shareholder on the stock books of the Company in
order to receive a dividend.
3. ADMINISTRATION
The Plan Agent shall administer the Plan for Participants. Purchases of
Common Stock for issuance pursuant to the Plan will be made by the Purchasing
Agent.
4. PARTICIPATION
Subject to the provisions of Sections 4, 5, and 13 herein, all holders of
record of the Common Stock of the Company are eligible to participate in the
Plan. A beneficial owner whose shares are registered in a name other than his
own must become a shareholder of record with respect to any such shares that the
shareholder desires to participate in the Plan by transferring such shares into
his own name in order to participate in the Plan.
The Plan Agent reserves the right not to offer participation in the Plan
to those holders of record who reside in jurisdictions that require registration
of the Plan with the securities commission of that jurisdiction.
5. ENROLLMENT; CHANGE IN PARTICIPATION LEVEL
A shareholder of record may enroll in the Plan at any time by completing
and signing a Participant Card and returning it to the Plan Agent, unless the
Plan Agent or the Purchasing Agent has reason to believe that such enrollment is
not, at such time, permitted under the laws of the jurisdiction in which such
shareholder resides or under the laws of the United States. If a Participant
Card requesting reinvestment of dividends is received by the Plan Agent on or
before the Record Date established for a particular dividend, reinvestment will
commence with that dividend. If a Participant Card is received by the Plan Agent
after the Record Date established for a particular dividend, the reinvestment of
dividends will begin on the Investment Date following the next Record Date if
the shareholder is still a holder of record on such next Record Date. A
Participant who elects to enroll in the Plan may choose to participate through
either the Full Dividend Reinvestment Option or the Partial Dividend
Reinvestment Option. Once a Participant has enrolled in the Plan, his
participation continues with respect to his participating shares until the
Participant
Amended and Restated Drip adopted July 18, 2005
changes his participation level, as described in the next paragraph, or his
participation is terminated pursuant to the terms of the Plan.
A Participant may, at any time or from time to time, change his
participation level and thereby increase or decrease his number of participating
shares in the Plan by completing and signing a new Participant Card and
returning it to the Plan Agent. If a new Participant Card requesting a change in
participation level is received by the Plan Agent on or before the Record Date
established for a particular dividend, the change will be reflected with that
dividend. If a new Participant Card is received by the Plan Agent after the
Record Date established for a particular dividend, the change in participation
level will begin on the Investment Date following the next Record Date if the
shareholder is still a holder of record on such next Record Date.
6. PURCHASES
On each Investment Date, or the next trading day if the Investment Date
does not fall on a trading day, the Company will pay to the Purchasing Agent the
total amount of dividends payable on each Participant's shares of Common Stock
enrolled in the Plan (including Plan Shares) and, except as otherwise directed
by the Plan Agent, the Purchasing Agent shall use that amount to purchase Common
Stock from the Company, in the open market, or a combination of both, for the
Participant. Participants cannot choose the source of the shares of Common
Stock. The price of Common Stock purchased from the Company will be the Fair
Market Value of such Common Stock determined as of the Investment Date.
Share purchases in the open market may be made in transactions effected on
a national securities exchange, The NASDAQ Stock Market or over-the-counter
trades, as applicable, or through negotiated transactions on terms that the
Purchasing Agent may reasonably determine. Neither the Plan Agent nor any
Participant will have any authority or power to direct the date, time, or price
at which shares of Common Stock may be purchased or the selection of a broker or
dealer through or from whom purchases are to be made by the Purchasing Agent.
The price of all the shares of Common Stock purchased in the open market will be
the weighted average price of all the shares purchased for the Plan for that
investment (excluding brokerage commissions).
Purchases will be made as soon as possible after the applicable Investment
Date, but not more than thirty (30) days after such date. Interest will not be
paid on funds held pending investment. No shares of Common Stock will be
allocated to a Participant's account until the date on which the Purchasing
Agent has purchased sufficient shares from the Company and/or in the open market
to cover purchases for all Participants in the Plan.
7. TEMPORARY CURTAILMENT OF PURCHASES OR SALES
Temporary curtailment or suspension of purchases of shares may be made at
any time when such purchases would, in the judgment of the Plan Agent,
contravene or be restricted by applicable regulations, interpretations or orders
of the Securities and Exchange Commission, or any other governmental commission,
agency or instrumentality, of any court or securities exchange or of The NASDAQ
Stock Market or the National Association of Securities Dealers, Inc. The Plan
Agent shall not be accountable or otherwise liable for failure to make purchases
at such times.
8. COSTS
Participants will be charged the actual cost (excluding brokerage
commissions, which shall be paid by the Company) of all Common Stock purchased.
All costs of administration of the Plan will be borne by the Company; however,
reasonable service charges may be assessed by the Company upon thirty (30) days'
notice to the Participants.
Amended and Restated Drip adopted July 18, 2005
9. REPORTS TO PARTICIPANTS
As soon as practicable after completion of each investment on behalf of a
Participant, the Plan Agent will mail to such Participant a statement of account
showing (i) the amount of the dividend applied toward such investment, (ii) the
taxes withheld, if any, (iii) the net amount invested, (iv) the number of shares
purchased, (v) the average cost per share, (vi) the cost basis of whole shares
purchased, (vii) the date of purchase and (viii) the amount of the dividend paid
in cash in lieu of the issuance of fractional shares. Each Participant will
receive annually Internal Revenue Service Form 1099, or any successor form,
reporting dividend income received.
10. CERTIFICATES FOR SHARES
Certificates for whole Plan Shares will be issued to Participants upon
request. Certificates for fractional shares will not be issued under any
circumstances. Instead, each Participant's account maintained by the Plan Agent
will be credited with the number of fractional shares (calculated to at least
three (3) decimal places) allocated to such Participant as a result of that
investment.
11. TERMINATION OF ACCOUNT AND WITHDRAWALS
A Participant may terminate his account at any time prior to a Record Date
by giving written notice of termination to the Plan Agent. The effective date of
any such termination shall be the fifth trading day following receipt by the
Plan Agent of such notice, provided that the effective date of termination in
the case of any termination notice received by the Plan Agent after a Record
Date shall be the fifth trading day after the completion of the investment in
Plan Shares in respect of the Investment Date following such Record Date. Within
a reasonable time after the effective date of termination, the Plan Agent will
deliver to the Participant (i) a certificate representing any previously
unissued Plan Shares held under the Plan, if any, and (ii) a check for any
uninvested dividends and the cash payable in lieu of fractional shares, if any
then held in the Participant's account maintained by the Plan Agent. The amount
of cash payable in lieu of any fractional shares will be calculated based on the
Fair Market Value of the Common Stock determined as of the effective date of
termination. A Participant's account will be automatically terminated if at
anytime, the Participant has less than 1 whole share either enrolled or held by
the Plan.
12. STOCK DIVIDENDS; STOCK SPLITS
Reports detailing any stock dividends or split shares distributed by the
Company will be mailed to each Participant. Stock Splits and stock dividends on
enrolled and plan shares shall automatically be enrolled in the Plan, unless the
Participant notifies the Plan Agent to the contrary.
13. AMENDMENT OR DISCONTINUANCE OF THE PLAN
The Plan Agent may amend, supplement, suspend, modify or terminate the
Plan at any time without the approval of the Participants. Thirty (30) days'
notice of any suspension or material amendment shall be sent to all
Participants, who shall in all events have the right to withdraw from the Plan.
The Plan Agent shall have the right at any time upon written notice to a
Participant to suspend or terminate such Participant's participation in the Plan
if it determines in its sole discretion that suspension or termination is
appropriate because shares of Common Stock may not lawfully be offered or sold
in the state in which the Participant resides or that the Participant is using
the Plan for purposes inconsistent with the intended purpose of the Plan, or for
any other reasons. In the event that a Participant's right to participate in the
Plan is terminated, the Participant shall be treated as though a notice to
withdraw from the Plan had been received pursuant to Section 11 of the Plan on
the effective date of such termination.
14. INTERPRETATION OF THE PLAN
Any question of interpretation arising under the Plan will be determined
by the Board of Directors of the Company pursuant to applicable federal and
state law and the rules and regulations of all regulatory authorities, and such
determination shall be final and binding on all Participants.
Amended and Restated Drip adopted July 18, 2005
15. NOTICES
All communications with or notices to the Participants may be given by
letter addressed to the Participant at the Participant's last address of record
with the Company. The Participant agrees to give prompt written notice to the
Company of any change of address.
All communications with or notices required to be given to the Plan Agent
should be addressed to:
Shenandoah Telecommunications Company
500 Shentel Way
Post Office Box 459
Edinburg, Virginia 22824
Attention: Dividend Reinvestment Plan
Additional Participant Cards may be requested and inquiries made about the
Plan by writing to the mailing address shown above or by calling the Plan Agent
at (540) 984-4141.
In the event of any change in or substitution of the Plan Agent, a notice
of the new Plan Agent's address and telephone number shall be sent to all
participants and this Section 15 shall be amended accordingly.
16. DUTIES AND RESPONSIBILITIES
Neither the Company, the Plan Agent nor its nominees shall have any
responsibility beyond the exercise of ordinary care for any action taken or
omitted pursuant to the Plan, nor shall they have any duties, responsibilities
or liabilities, except such as are expressly set forth herein. Neither the
Company nor the Plan Agent shall be liable for any act done in good faith, or
for any good faith omission to act, including, without limitation, any claims of
liability (a) with respect to the time or prices at which Common Stock is
purchased for a Participant, or any inability to purchase Common Stock for any
reason or (b) for any fluctuation in the market value of the Common Stock.
17. GOVERNING LAW
This Plan is governed by the laws of the Commonwealth of Virginia.
18. NO TERMINATION BY OPERATION OF LAW
The delivery by a Participant of a signed Participant Card to the Plan
Agent shall constitute an irrevocable appointment of the Plan Agent as such
Participant's agent, which appointment can only be terminated by terminating
such Participant's account in the manner provided in Section 11 or 13. The
authority conferred by the Participant Card shall not be terminated by operation
of law, whether by the death or incapacity of the Participant, the termination
of any trust, the dissolution of any corporation or the occurrence of any other
event.
19. GENDER AND NUMBER
Except when otherwise indicated by the context, the masculine gender shall
also include the feminine gender, and the definition of any term herein in the
singular shall also include the plural.
20. EFFECTIVE DATE
The effective date of the Plan is August 12, 2005.
Amended and Restated Drip adopted July 18, 2005