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Title: |
Long Term Incentive Plan |
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Date: |
2005 |
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$41 |
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#1428811 |
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EXHIBIT 10.26
Madison River Telephone Company, LLC
Long Term Incentive Plan
Second Amended and Restated Plan Provisions and Features
1. Purpose. This Long Term Incentive Plan (the “Plan”) is intended to enable Madison River Telephone Company, LLC, a Delaware limited liability company (the “Company”), to attract and retain in its employ persons of outstanding competence, and to promote an entrepreneurial attitude among key employees of the Company by providing to employees of the Company and its direct or indirect subsidiaries certain grants awarded to participants of the Plan. This Plan was previously established effective November 1, 1998 and amended March 26, 2004, and is hereby amended and restated in its entirety. Payouts under the Plan can be made only to the extent that distributions are available to the holders of either Class B and/or Class D Units of the Company. Distributions to the holders of Class B and/or Class D Units will be available if and only if invested capital and specified threshold rates of return are first paid to the holders of Class A Units of the Company pursuant to the terms and conditions of the Operating Agreement. If invested capital and the specified rates of return are not paid to the holders of Class A Units, as a result of one or more liquidity events such as an initial public offering and follow on offerings or sale of the Company, no payments will be made under this Plan. The Plan will continue in existence, subject to the terms and conditions set forth below, notwithstanding the fact that a liquidity event occurs, but the required payments to the holders of Class A Units has not been fulfilled. The amount and timing of any payments under the Plan is uncertain and payments, if made, may be made at various times and over several years. Many factors affect the potential for distributions under the Plan, including but not limited to general market conditions and the interest rate environment as well as the financial performance of the Company.
2. Definitions. Unless otherwise specified in this Plan, capitalized terms used in this Plan shall have the following meanings.
(a) “Applicable Laws” has the meaning set forth in Section 3(a) hereof.
(b) “Available LTIP Fund” has the meaning set forth in Section 4 hereof.
(c) “Board” has the meaning set forth in Section 3(a) hereof.
(d) “Commencement Date” means the date on which the Company awards Grants to a Participant. If a Participant is awarded Grants on different dates, the date of each award will be deemed the Commencement Date for that particular award.
(e) “Committee” has the meaning set forth in Section 3(a) hereof.
(f) “Effective Date” means November 1, 1998, the date the Plan was approved by the Board.
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