-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ABtknvu0Ft9Yx6HS5pEE7Ck0PtdLEoMsGi4O44PIyjbCJKDsqMg86hAPzbqJFyLR 1RCyXzkXv7iC/v+f6hNu3g== 0000895813-07-000037.txt : 20070316 0000895813-07-000037.hdr.sgml : 20070316 20070316164119 ACCESSION NUMBER: 0000895813-07-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070312 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070316 DATE AS OF CHANGE: 20070316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Consolidated Communications Holdings, Inc. CENTRAL INDEX KEY: 0001304421 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 020636095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51446 FILM NUMBER: 07700646 BUSINESS ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 BUSINESS PHONE: (217) 235-3311 MAIL ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 FORMER COMPANY: FORMER CONFORMED NAME: Consolidated Communications Illinois Holdings, Inc. DATE OF NAME CHANGE: 20040927 8-K 1 x316-8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 12, 2007 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File (IRS employer Number) identification no.) 121 South 17th Street Mattoon, Illinois 61938-3987 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (217) 235-3311 NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Executive Long-Term Incentive Program ------------------------------------- On March 12, 2007, the Compensation Committee of the Board of Directors of Consolidated Communications Holdings, Inc. (the "Company") adopted and made initial awards under a revised Executive Long-Term Incentive Program, which provides a methodology for determining the amount of stock awards made to senior executives under the Company's 2005 Long-Term Incentive Plan (the "2005 LTIP"). A copy of the Executive Long-Term Incentive Program, as revised March 12, 2007 to replace the Executive Long-Term Incentive Program adopted on February 20, 2007, is filed with this Current Report as Exhibit 10.1 and incorporated herein by this reference. The program is intended to provide eligible executives with long-term incentive compensation at or near the 50th percentile of such compensation paid to executives holding comparable job positions at the companies within the Company's custom comparator group. Half of this value is paid to the executive in an award of restricted shares and half is paid to the executive in an award of performance shares. The restricted shares vest as determined by the Committee for each executive at the time of grant. The performance shares entitle the executive to receive an award of restricted shares in the next subsequent year if certain goals based on current year Company performance are attained. Attainment of the goals at the target levels will result in the target number of performance shares awarded as restricted shares, and attainment of the goals at above or below the target levels will result in an increased or decreased number of restricted shares awarded. The restricted shares awarded pursuant to the performance shares also vest as determined by the Committee for each executive at the time of grant. Except for the grants described in the next sentence, in determining the number of shares subject to the awards, restricted shares are valued at the fair market value of the common stock on the date of grant, and performance shares are valued by applying a discount to the fair market value of the common stock on the date of grant, which is intended to reflect the risk of attaining performance goal results at below the target levels (the discount for 2007 is 10%). The Compensation Committee made grant awards on March 12, 2007, which were made pursuant to the program's methodology described above, except that the long-term equity incentive compensation levels and the fair market value were based on November 2006 data (with the fair market value based on the average of the closing price of the shares for the month of November), which reflects the data available when the Compensation Committee initially determined to use this methodology. An award of 55,673 restricted shares and 20,619 performance shares was made to Robert J. Currey. Awards to the other named executive officers are set forth in the Executive Long-Term Incentive Program. The Committee previously approved the 2007 performance goals under the Executive Long-Term Incentive Program, which are the same as the criteria established under the Company's Bonus Plan, as described below in this Current Report under the caption "Approval of 2007 Performance Goals under the Bonus Plan." A form of Performance Stock Grant Certificate to be used for awards pursuant to the 2005 LTIP, as previously approved by the Committee, is filed with this Current Report as Exhibit 10.2 and incorporated herein by this reference. A form of Restricted Stock Grant Certificate to be used for awards pursuant to the 2005 LTIP, as previously approved by the Committee, is filed with this Current Report as Exhibit 10.3 and incorporated herein by this reference. Approval of Restricted Stock Grant Certificate for Directors ------------------------------------------------------------ A form of Restricted Stock Grant Certificate with respect to grants of the Company's restricted stock to each of its directors who satisfies the independence requirements of the Securities and Exchange Commission and The Nasdaq Stock Market, Inc., to be used for awards pursuant to the 2005 LTIP, as approved by the Committee on March 12, 2007, is filed with this Current Report as Exhibit 10.4 and incorporated herein by this reference. Approval of 2007 Performance Goals under the Bonus Plan ------------------------------------------------------- The Company maintains the Consolidated Communications Holdings, Inc. Bonus Plan, a description of which is filed with this Current Report as Exhibit 10.5 and incorporated herein by this reference. On March 12, 2007, the Compensation Committee approved the 2007 performance goals under the Bonus Plan for senior management, including all of the Company's named executive officers, which are based on the following business criteria: (i) 90% of the target bonus payment will be based on corporate performance goals of earnings before interest, taxes, depreciation and amortization (EBITDA), dividend payout ratio, and broadband subscriber net additions; and (ii) 10% of the target bonus payment will be based on individual goals to be achieved by the senior management group as a team. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. Exhibit No. Description ----------- ----------- 10.1 Executive Long-Term Incentive Program, as revised March 12, 2007. 10.2 Form of 2005 Long-Term Incentive Plan Performance Stock Grant Certificate. 10.3 Form of 2005 Long-Term Incentive Plan Restricted Stock Grant Certificate. 10.4 Form of 2005 Long-Term Incentive Plan Restricted Stock Grant Certificate for Directors. 10.5 Description of the Consolidated Communications Holdings, Inc. Bonus Plan. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 16, 2007 Consolidated Communications Holdings, Inc. By: /s/ Steven L. Childers -------------------------------------- Name: Steven L. Childers Title: Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10.1 Executive Long-Term Incentive Program, as revised March 12, 2007. 10.2 Form of 2005 Long-Term Incentive Plan Performance Stock Grant Certificate. 10.3 Form of 2005 Long-Term Incentive Plan Restricted Stock Grant Certificate. 10.4 Form of 2005 Long-Term Incentive Plan Restricted Stock Grant Certificate for Directors. 10.5 Description of the Consolidated Communications Holdings, Inc. Bonus Plan. EX-10 2 xex10-1.txt EXHIBIT 10.1 ------------ CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. 2005 LONG-TERM INCENTIVE PLAN EXECUTIVE LONG-TERM INCENTIVE PROGRAM ------------------------------------- (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. ------------ 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. ----------------------- (i) It is intended that initial Restricted Stock Grants will be made in March, 2007, in the following amounts: Employee Restricted Stock Grant -------- ---------------------- 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. ------------------------ (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 -------- ----------------------- 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 -2- 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. -3- EX-10 3 xex10-2.txt EXHIBIT 10.2 ------------ 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 -2- 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 -3- 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. -4- EXHIBIT A PERFORMANCE GOALS AND PAYOUT LEVELS [Describe performance goals, target and other payout levels, and adjustment procedures.] -5- 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) -6- EX-10 4 xex10-3.txt EXHIBIT 10.3 ------------ 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 ______________ ("Employee"). 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), Employee'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 remains continuously employed by the Company or any Subsidiary or Affiliate 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 remains continuously employed by the Company or any Subsidiary or Affiliate 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 remains continuously employed by the Company or any Subsidiary or Affiliate 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 remains continuously employed by the Company or any Subsidiary or Affiliate until December ___, 200__. (b) 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 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 Employee so terminates. SECTION 2. STOCKHOLDER STATUS. Employee 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 Employee's right to such shares is forfeited or becomes nonforfeitable. If Employee forfeits any shares under Section 1, 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 1 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 Stock subject to this Restricted Stock Grant which are described in this Section 2, 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 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 Employee upon Employee'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 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 1(a), and subject to -2- Section 5, 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 4. TRANSFER OF STOCK. Rights granted under this Restricted Stock Grant Certificate shall be transferable by Employee as provided in Section 11 of the Plan. SECTION 5. 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 Restricted 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 Restricted 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 6. OTHER LAWS. The Company shall have the right to refuse to transfer shares of Stock subject to this Restricted 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 7. NO RIGHT TO CONTINUE SERVICE. Neither the Plan, this Restricted Stock Grant Certificate, nor any related material shall give Employee the right to continue to be employed by the Company or its Subsidiaries or Affiliates. SECTION 8. GOVERNING LAW. The Plan and this Restricted Stock Grant Certificate shall be governed by the laws of the State of Delaware. SECTION 9. BINDING EFFECT. This Restricted Stock Grant Certificate shall be binding upon the Company and Employee and their respective heirs, executors, administrators and successors. SECTION 10. HEADINGS AND SECTIONS. The headings contained in this Restricted Stock Grant Certificate are for reference purposes -3- 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 11. 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 Employee upon written request to the corporate Secretary of the Company. -4- 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. ______________________________ ______________________________ (Date) -5- EX-10 5 xex10-4.txt 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- EX-10 6 xex10-5.txt EXHIBIT 10.5 ------------ CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. BONUS PLAN The Consolidated Communications Holdings, Inc. Bonus Plan ("Bonus Plan") provides for the payment of annual cash bonuses to employees who are considered to be senior management level and are selected to participate in the Bonus Plan by the Compensation Committee of the Board of Directors (the "Committee"). The Bonus Plan provides that for a calendar year, the Committee will establish performance goals, which may be corporate-based or individually-based, and a bonus payment schedule detailing the amount that may be paid to each participant (as a percentage of base salary) based upon the level of attainment of the performance goals. As approved by the Committee, bonus payments for the 2007 calendar year will be based on a combination of the following business criteria: (i) 90% of the target bonus payment will be based on corporate performance goals of earnings before interest, taxes, depreciation and amortization (EBITDA), dividend payout ratio, and broadband subscriber net additions; and (ii) 10% of the target bonus payment will be based on individual goals to be achieved by the senior management group as a team. -----END PRIVACY-ENHANCED MESSAGE-----