Exhibit 10.1
2005 SHENANDOAH TELECOMMUNICATIONS COMPANY
STOCK INCENTIVE PLAN
ARTICLE I.
DEFINITIONS
1.01. Administrator means the Committee and any delegate of the Committee that
is appointed in accordance with Article III.
1.02. Affiliate means any "subsidiary" or "parent" corporation (within the
meaning of Section 424 of the Code) of the Company.
1.03. Agreement means a written agreement (including any amendment or supplement
thereto) between the Company and a Participant specifying the terms and
conditions of a Stock Award, an award of Performance Shares, an Option or a SAR
granted to such Participant.
1.04. Board means the Board of Directors of the Company.
1.05. Code means the Internal Revenue Code of 1986, and any amendments thereto.
1.06. Committee means the Personnel Committee of the Board, or such other
committee of the Board appointed by the Board to administer the Plan.
1.07. Common Stock means the common stock of the Company.
1.08. Company means Shenandoah Telecommunications Company.
1.09. Corresponding SAR means a SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to the Company,
unexercised, of that portion of the Option to which the SAR relates.
1.10. Fair Market Value means, on any given date, the closing price of a share
of Stock of Common Stock reported on the Stock Exchange on the most recent
trading date immediately preceding such date of determination on which a closing
price was so reported. Notwithstanding the foregoing, in the event that the
shares of Common Stock are listed or admitted to trading on more than one Stock
Exchange, Fair Market Value means the closing price of a share of Common Stock
reported on the Stock Exchange that trades the largest volume of shares of
Common Stock on the applicable trading date. If the Common Stock is not at the
time listed or admitted to trading on a Stock Exchange, Fair Market Value means
the mean between the lowest reported bid price and highest reported asked price
of a share of Common Stock on the applicable trading date in the
over-the-counter market, as such prices are reported in a publication of general
circulation selected by the Board and regularly reporting the market price of
the Common Stock in such market. If the Common Stock is not listed or admitted
to trading on any Stock Exchange or traded in the over-the-counter market, Fair
market Value shall be determined by the Administrator using any reasonable
method in good faith.
1.11. Initial Value means, with respect to a SAR, the Fair Market Value of one
share of Common Stock on the date of grant.
1.12. Option means a stock option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set forth in an
Agreement.
1.13. Participant means an employee of the Company or an Affiliate, a member of
the Board, or an individual who provides services to the Company or an Affiliate
and who satisfies the requirements of
Article IV and is selected by the Administrator to receive a Stock Award, an
award of Performance Shares, an Option, a SAR, or a combination thereof.
1.14. Performance Criteria means performance goals established by the
Administrator including but not limited to one or more of the following: net
income, return on equity, earnings per share, total earnings, earnings growth,
sales, revenue, revenue growth, return on capital, return on assets, bad debt,
expenses, service measures (e.g., dropped calls, trouble reports or churn) or
Fair Market Value in each case relating to the Company or, as applicable, an
Affiliate or operating unit.
1.15. Performance Shares means an award that, in accordance with and subject to
the terms of an Agreement, will entitle the Participant (or his estate or
beneficiary in the event of the Participant's death), to receive cash or Common
Stock or a combination thereof.
1.16. Plan means the 2005 Shenandoah Telecommunications Company Stock Incentive
Plan.
1.17. SAR means a stock appreciation right that entitles the holder to receive,
with respect to each share of Common Stock encompassed by the exercise of such
SAR, the amount determined by the Administrator and specified in an Agreement.
In the absence of such a determination, the holder shall be entitled to receive,
with respect to each share of Common Stock encompassed by the exercise of such
SAR, the excess of the Fair Market Value on the date of exercise over the
Initial Value. References to "SARs" include both Corresponding SARs and SARs
granted independently of Options, unless the context requires otherwise.
1.18. Stock Award means Common Stock awarded to a Participant under Article IX.
1.19. Stock Exchange means the NASDAQ Stock market, Inc, the OTC Bulletin Board
and any established national or regional stock exchange on which the Common
Stock is listed or admitted to trading.
1.20. Ten Percent Shareholder means any individual owning more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of an Affiliate. An individual shall be considered to own any voting stock
owned (directly or indirectly) by or for his brothers, sisters, spouse,
ancestors or lineal descendants and shall be considered to own proportionately
any voting stock owned (directly or indirectly) by or for a corporation,
partnership, estate or trust of which such individual is a shareholder, partner
or beneficiary.
ARTICLE II.
PURPOSES
The Plan is intended to assist the Company and its Affiliates in recruiting and
retaining individuals with ability and initiative by enabling such persons to
participate in its future success and to associate their interests with those of
the Company and its shareholders. The Plan is intended to permit the grant of
Stock Awards, the grant of Performance Shares, the grant of SARs, and the grant
of both Options qualifying under Section 422 of the Code ("incentive stock
options") and Options not so qualifying. No Option that is intended to be an
incentive stock option shall be invalid for failure to qualify as an incentive
stock option. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes.
ARTICLE III.
ADMINISTRATION
The Plan shall be administered by the Administrator; provided, however, that
each award made to a member of the Board who is not also an employee of the
Company or an Affiliate shall be subject to final approval by the Board. The
Administrator shall have authority to grant Stock Awards, Performance Shares,
Options and SARs upon such terms (not inconsistent with the provisions of this
Plan) as the
Administrator may consider appropriate. Such terms may include conditions (in
addition to those contained in this Plan) on the exercisability of all or any
part of an Option or SAR or on the transferability or forfeitability of a Stock
Award or a Performance Share. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at which any Option or
SAR may be exercised, the time at which a Stock Award may become transferable or
nonforfeitable, or the time at which an award of Performance Shares may be
settled. In addition, the Administrator shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of any specific power
to the Administrator shall not be construed as limiting any power or authority
of the Administrator. Any decision made, or action taken, by the Administrator
in connection with the administration of this Plan shall be final and
conclusive. Neither the Administrator nor any member of the Committee shall be
liable for any act done in good faith with respect to this Plan or any
Agreement, Option, SAR, Stock Award or Performance Share. All expenses of
administering this Plan shall be borne by the Company.
The Committee, in its discretion, may delegate to one or more officers of the
Company, all or part of the Committee's authority and duties with respect to
grants and awards to individuals who are not subject to the reporting and other
provisions of Section 16 of the Securities Exchange Act of 1934, as in effect
from time to time. The Committee may revoke or amend the terms of a delegation
at any time but such action shall not invalidate any prior actions of the
Committee's delegate or delegates that were consistent with the terms of the
Plan.
ARTICLE IV.
ELIGIBILITY
4.01. General. Any employee of the Company or an Affiliate (including a
corporation that becomes an Affiliate after the adoption of this Plan), a member
of the Board or an individual who provides services to the Company or an
Affiliate (including a corporation that becomes an Affiliate after the adoption
of this Plan), is eligible to participate in this Plan. The Administrator will
select the individuals who will participate in this Plan.
4.02. Grants. The Administrator will designate individuals to whom Stock Awards
and Performance Shares are to be awarded and to whom Options and SARs are to be
granted and will specify the number of shares of Common Stock subject to each
award or grant. An Option may be granted with or without a related SAR. A SAR
may be granted with or without a related Option. All Stock Awards, Performance
Shares, Options and SARs granted under this Plan shall be evidenced by
Agreements which shall be subject to the applicable provisions of this Plan and
to such other provisions as the Administrator may adopt. No Participant may be
granted incentive stock options or related SARs (under all incentive stock
option plans of the Company and its Affiliates) that are first exercisable in
any calendar year for stock having an aggregate Fair Market Value (determined as
of the date an Option is granted) that exceeds $100,000. The preceding annual
limitation shall not apply with respect to Options that are not incentive stock
options.
ARTICLE V.
STOCK SUBJECT TO PLAN
5.01. Aggregate Limit. Upon the grant of Stock Awards and the settlement of
Performance Shares, the Company may issue shares of Common Stock from its
authorized but unissued Common Stock. Upon the exercise of any Option or SAR,
the Company may deliver to the Participant (or the Participant's broker if the
Participant so directs), shares of Common Stock from its authorized but unissued
Common Stock. The maximum aggregate number of shares of Common Stock that may be
issued pursuant to the exercise of Options and SARs, the settlement of
Performance Shares and the grant of Stock Awards under this Plan is 480,000
shares. The maximum aggregate number of shares of Common Stock that may be
issued under this Plan shall be subject to adjustment as provided in Article XI.
If an option is terminated, in whole or in part, for any reason other than its
exercise or the exercise of a Corresponding SAR, the number of shares of
Common Stock allocated to the terminated portion of the Option may be
reallocated to other Options, SARs, Performances Shares and Stock Awards to be
granted under this Plan. If a SAR is terminated, in whole or in part, for any
reason other than its exercise or the exercise of a related Option, the number
of shares of Common Stock allocated to the terminated portion of the SAR may be
reallocated to other Options, SARs, Performance Shares and Stock Awards to be
granted under this Plan. If a Stock Award is terminated, in whole or in part,
the number of shares of Common Stock allocated to the terminated portion of the
Stock Award may be reallocated to other Options, SARs, Performance Shares and
Stock Awards to be granted under this Plan. If a Performance Share award is
terminated, in whole or in part, the number of shares of Common Stock allocated
to the terminated portion of the Performance Share award may be reallocated to
other Options, SARs, Performance Shares and Stock Awards to be granted under
this Plan.
5.02. Individual Limits. No Participant may be granted Options in any five
calendar year period for more than 75,000 shares of Common Stock. No Participant
may be granted SARs in any five calendar year period for more than 75,000 shares
of Common Stock. No Participant may be granted Stock Awards or Performance
Shares in any five calendar year for more than 75,000 shares of Common Stock.
These limits on the number of shares of Common Stock that may be issued to an
individual under this Plan shall be subject to adjustment as provided in Article
XI.
ARTICLE VI.
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an Option
shall be determined by the Administrator on the date of grant; provided,
however, that the price per share for Common Stock purchased on the exercise of
any Option shall not be less than the Fair Market Value on the date the Option
is granted and provided further that the price per share shall not be less than
110% of such Fair Market Value in the case of an incentive stock option granted
to a Participant who is a Ten Percent Shareholder on the date such incentive
stock option is granted. The exercise price per share of an outstanding Option
may not be reduced except in accordance with Article XI.
ARTICLE VII.
EXERCISE OF OPTIONS AND SARS
7.01. Maximum Option or SAR Period. The maximum period in which an option or SAR
may be exercised shall be determined by the Administrator on the date of grant,
except that no Option that is an incentive stock option or its Corresponding SAR
shall be exercisable after the expiration of ten years from the date such Option
or Corresponding SAR was granted. In the case of an incentive stock option or
its Corresponding SAR that is granted to a Participant who is a Ten Percent
Shareholder on the date of grant, such Option and Corresponding SAR shall not be
exercisable after the expiration of five years from the date of grant. The terms
of any Option that is an incentive stock option or Corresponding SAR may provide
that it is exercisable for a period less than such maximum period.
7.02. Nontransferability. Any Option or SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, the Option and any Corresponding SAR must be
transferred to the same person or persons. During the lifetime of the
Participant to whom the Option or SAR is granted, the Option or SAR may be
exercised only by the Participant. No right or interest of a Participant in any
Option or SAR shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
7.03. Employee Status. For purposes of determining the applicability of Section
422 of the Code (relating to incentive stock options), or in the event that the
terms of any Option or SAR provide that it may be exercised only during
employment or continued service or within a specified period of time after
termination of employment or service, the Administrator may decide to what
extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed interruptions of
continuous employment or service.
ARTICLE VIII.
METHOD OF EXERCISE
8.01. Exercise. Subject to the provisions of Articles VII and XII, an Option or
SAR may be exercised in whole at any time or in part from time to time at such
times and in compliance with such requirements as the Administrator shall
determine; provided, however, that a Corresponding SAR that is related to an
incentive stock option may be exercised only to the extent that the related
Option is exercisable. An Option or SAR granted under this Plan may be exercised
with respect to any number of whole shares less than the full number for which
the Option or SAR could be exercised. A partial exercise of an Option or SAR
shall not affect the right to exercise the Option or SAR from time to time in
accordance with this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option or related to the SAR. The exercise of
either an Option or Corresponding SAR shall result in termination of the other
to the extent of the number of shares with respect to which the Option or
Corresponding SAR is exercised.
8.02. Payment and Withholding. Unless otherwise provided by the Agreement,
payment of the Option price shall be made in cash or a cash equivalent
acceptable to the Administrator. If the Agreement provides, payment of all or
part of the Option price may be made by surrendering shares of Common Stock to
the Company. If Common Stock is used to pay all or part of the Option price, the
cash, cash equivalent and any shares surrendered must have a Fair Market Value
(determined as of the day preceding the date of exercise) that is not less than
the Option price for the number of shares the Option is being exercised. The
Agreement may specify the manner in which the withholding obligation shall be
satisfied with respect to the particular type of Award.
8.03. Determination of Payment of Cash and/or Common Stock Upon Exercise of SAR.
At the Administrator's discretion, the amount payable as a result of the
exercise of a SAR may be settled in cash, Common Stock, or a combination of cash
and Common Stock. No fractional share shall be deliverable upon the exercise of
a SAR but a cash payment will be made in lieu thereof.
8.04. Shareholder Rights. No Participant shall have any rights as a stockholder
with respect to shares subject to his Option or SAR until the date of exercise
of such Option or SAR.
ARTICLE IX.
STOCK AWARDS
9.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom a Stock Award is to be made and will
specify the number of shares of Common Stock covered by the award.
9.02. Vesting. The Administrator, on the date of the award, may, but shall not
be required to, prescribe that a Participant's rights in the Stock Award shall
be forfeitable or otherwise restricted for a period of time set forth in the
Agreement. By way of example and not of limitation, the restrictions may
postpone transferability of the shares or may provide that the shares will be
forfeited if the Participant separates from the service of the Company and its
Affiliates before the expiration of a stated term or if the Company, an
Affiliate, an operating unit or the Participant fails to achieve stated
objectives, including objectives stated with respect to Performance Criteria. If
the vesting or transferability of a Stock Award is conditioned upon the
achievement of objectives stated with respect to Performance Criteria, the Stock
Award shall become vested, transferable or both only if the Committee determines
that such objectives have been achieved.
9.03. Shareholder Rights. Prior to their forfeiture (in accordance with the
terms of the Agreement and while the shares are forfeitable or nontransferable),
a Participant will have all rights of a shareholder with respect to the Stock
Award, including the right to receive dividends and vote the shares; provided,
however, that while the shares are forfeitable or nontransferable (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of the Stock Award, (ii) the Company shall retain custody of the
certificates evidencing the Stock Award, and (iii) the Participant will deliver
to the Company a stock
power, endorsed in blank, with respect to each Stock Award. The limitations set
forth in the preceding sentence shall not apply after the shares are
nonforfeitable and transferable.
9.04. Employee Status. If the terms of a Stock Award provide that the Stock
Award will become nonforfeitable, transferable or both only if the Participant
completes a stated period of employment or continued service, the Administrator
may decide to what extent leaves of absence for governmental or military
service, illness, temporary disability or other reasons shall not be deemed
interruptions of continuous employment or service.
ARTICLE X.
PERFORMANCE SHARE AWARDS
10.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate individual to whom an award of Performance Shares is to be
granted and will specify the number of shares of Common Stock covered by the
award.
10.02. Earning the Award. The Administrator, on the date of the grant of an
award, may prescribe that the Performance Shares, or portion thereof, will be
earned, and the Participant will be entitled to receive payment pursuant to the
award of Performance Shares, only upon satisfaction of criteria stated with
respect to Performance Criteria or such other criteria as may be prescribed by
the Administrator. With respect to Performance Shares that are earned based upon
the achievement of objectives stated with respect to Performance Criteria, a
payment will be made pursuant to such Performance Shares only to the extent that
the Committee determines that such performance objectives have been achieved.
10.03. Payment. In accordance with the Agreement, the amount payable when an
award of Performance Shares is earned may be settled in cash, a Stock Award or a
combination of cash and a Stock Award. A fractional share shall not be
deliverable when an award of Performance Share is earned, but a cash payment
will be made in lieu thereof.
10.04. Shareholder Rights. No Participant shall, as a result of receiving an
award of Performance Shares, have any rights as a shareholder until and to the
extent that the Performance Shares are earned and settled with a Stock Award. To
the extent that an award of Performance Shares is earned and settled with a
Stock Award, a Participant will have all the rights of a shareholder with
respect to those shares.
10.05. Nontransferability. A Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of a Performance Share award or the
right to receive a payment thereunder other than by will or the laws of descent
and distribution.
10.06. Employee Status. If the terms of a Performance Share award provide that a
payment will be made thereunder only if the Participant completes a stated
period of employment or continued service, the Administrator may decide to what
extent leaves of absence for governmental or military service, illness,
temporary disability or other reasons shall not be deemed interruptions of
continuous employment or service.
ARTICLE XI.
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares (as set forth in Section 5.01 and 5.02) as to which
Stock Awards may be granted and as to which Options, SARs and Performance Shares
may be granted under this Plan shall be proportionately adjusted, and the terms
of outstanding Stock Awards, Performance Shares, Options and SARs shall be
adjusted, as the Committee shall determine to be equitably required in the event
that (a) the Company (i) effects one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or (ii) engages in a transaction to
which Section 424 of the Code applies or (b) there occurs any other event
(e.g. extraordinary cash dividend or other distribution) that, in the judgment
of the Committee, necessitates such action. Any determination made under this
Article XI by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, outstanding
Stock Awards, Performance Shares, Options or SARs.
The Committee may award Stock Awards, Performance Shares, Options or SARs in
substitution for stock awards, stock options, stock appreciation rights, or
similar awards held by an individual who is or becomes an employee of the
Company or an Affiliate in connection with a transaction described in the first
paragraph of this Article XI. Notwithstanding any provision of the Plan (other
than the limitation of Section 5.01), the terms of such substituted Stock
Awards, Performance Shares, Options or SARs shall be as the Committee, in its
discretion, determines is appropriate.
ARTICLE XII.
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any share certificate issued to evidence Common Stock for
which Stock Awards are granted (including the settlement of Performance Shares)
or for which an Option or SAR is exercised may bear such legends and statements
as the Administrator may deem advisable to assure compliance with federal and
state laws and regulations. No Option or SAR shall be exercisable, no Stock
Awards or Performance Shares shall be granted, no Common Stock shall be issued,
no certificate for shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval as the
Administrator may deem advisable from regulatory bodies having jurisdiction over
such matters.
ARTICLE XIII.
GENERAL PROVISIONS
13.01. Effect on Employment. Neither the adoption of this Plan, its operation,
nor any document describing or referring to this Plan (or any part thereof)
shall confer upon any individual any right to continue in the employ or service
of the Company or an Affiliate or in any way affect any right and power of the
Company or an Affiliate to terminate the employment or service of any individual
at any time with or without assigning a reason therefor.
13.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to this
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
13.03. Disposition of Stock. A Participant shall notify the Administrator of any
sale or other disposition of Common Stock acquired pursuant to an Option that
was an incentive stock option if such sale or disposition occurs (i) within two
years of the grant of an Option or (ii) within one year of the issuance of the
Common Stock to the Participant. Such notice shall be in writing and directed to
the Secretary of the Company.
13.04. Rules of Construction. Headings are given to the articles and sections of
this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or success of such provision of law.
13.05. Section 409A Compliance. To the extent that the Administrator determines
that a Participant would be subject to the additional 20% tax imposed on certain
deferred compensation arrangements pursuant to Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"), as a result of any provision of
any Stock Award, Performance Share Award, SAR or Option granted under this Plan,
such provision shall be deemed amended to the minimum extent necessary to avoid
application of such additional tax. If an amendment to an Option granted in
tandem with a SAR is required by reason of the previous sentence and unless the
Administrator determines that such an amendment is not practical, the amendment
shall be to treat the SAR as if had never been granted.
ARTICLE XIV.
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided, however,
that no amendment may become effective until shareholder approval is obtained if
(i) the amendment increases the aggregate number of shares of Common Stock that
may be issued under the Plan, (ii) the amendment changes the class of
individuals eligible to become Participants, or (iii) the amendment must be
approved by shareholders under the rules of a stock exchange on which the Common
Stock is listed. No amendment shall, without a Participant's consent, adversely
affect any rights of such Participant under any outstanding Stock Award,
Incentive Award, Performance Share, Option or SAR outstanding at the time such
amendment is made.
ARTICLE XV.
DURATION OF PLAN
No Stock Awards, Options, SARs or Performance Shares may be granted under this
Plan more than ten years after the earlier of the date that the Plan is adopted
by the Board or the date that the Plan is approved by shareholders as provided
in Article XVI. Stock Awards, Performance Shares, Options and SARs granted
before that date shall remain invalid in accordance with their terms.
ARTICLE XVI.
EFFECTIVE DATE OF PLAN
Stock Awards, Options, SARs and Performance Shares may be granted under this
Plan upon its adoption by the Board, provided that no Stock Award, Option, SAR
or Performance Share will be effective unless this Plan is approved by a
majority of the votes entitled to be cast by the Company's shareholders, voting
either in person or by proxy, at a duly held shareholders' meeting within twelve
months of such adoption.
