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Exhibit 10.1
AMENDED AND RESTATED STOCK COMPENSATION PLAN AND
POLICY
FOR NON-EMPLOYEE DIRECTORS OF D&E
COMMUNICATIONS, INC.
WHEREAS , D&E Communications, Inc. (the "
Company ") desires to advance the interests of the Company
and its stockholders by attracting and retaining highly qualified,
non-employee directors;
WHEREAS , the Company desires to promote in its
non-employee directors the strongest interest in the successful
operation of the Company's business and the fulfillment of their
fiduciary duties;
WHEREAS , the Company desires to provide a vehicle
to adequately compensate non-employee directors and to enhance
accomplishment of the Company's objectives;
WHEREAS , the Board of Directors believes that a
Non-Employee Director Compensation Plan and Policy that encourages
non-employee directors to choose the option of equity-based
compensation is in the best interests of the Company and its
respective constituencies;
WHEREAS , the Board of Directors of the Company approved
and adopted the components of this 2001 Stock Compensation Plan and
Policy for Non-Employee Directors of D&E Communications, Inc.
(as amended and restated hereby, the "Plan") at a duly called and
convened meeting held on December 1, 2000;
WHEREAS , subsequent to the initial adoption of the Plan,
the Board of Directors of the Company approved and adopted
amendments to the Plan to (i) provide that a fixed dollar amount is
to be applied to the purchase of shares of the Company's common
stock, rather than a fixed number of shares being purchased, and
(ii) increase the number of shares available for issuance pursuant
to the plan by 85,000 shares, for a total of 100,000 shares;
and
WHEREAS , the Plan provides non-employee directors
with the opportunity to elect to receive one-half of their annual
retainer in the form of shares of the Company's common stock and
the Board of Directors wishes to amend and restate the Plan to (i)
allow non-employee directors to elect to receive all or any
fraction of any fees received as directors in the form of shares of
the Company's common stock, (ii) provide for elections to be made
in a manner that complies with Rule 10b5-1 under the Securities
Exchange Act of 1934 (" Rule 10b5-1 ") and (iii) make
certain other amendments.
NOW, THEREFORE , in consideration for the premises
and of the covenants herein contained, it is hereby agreed by the
Company as follows:
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- Term . This Plan shall take effect as of May 29, 2008,
and shall continue in effect until all shares of common stock
issuable under the Plan have been issued, or until the Board of
Directors, in its sole discretion, amends or terminates this
Plan.
- Stock . The Company may issue under this Plan up to an
aggregate total of one hundred thousand (100,000) shares of the
Company's common stock, par value $.16 per share (" Stock
"). Such amount shall be adjusted pursuant to Paragraph 7 of this
Plan. The shares of Stock issued under this Plan may be authorized
and unissued shares of Stock, authorized shares of Stock issued by
the Company and subsequently reacquired by it as treasury stock or
shares of Stock purchased in the open market. The Company may, but
shall not be required to, issue any fractional shares of Stock
under this Plan.
- Eligibility and Participation . All directors of the
Company who are not employees of the Company, or of a subsidiary of
the Company, are eligible to participate in this Plan.
- Awards .
-
- On or about the first day of the month subsequent to the annual
meeting of the shareholders of the Company during each fiscal year
of the Company (a " Commencement Date "), each non-employee
director who participates in the Plan shall be entitled to receive
shares of the Stock with a value equal to one-half of the annual
retainer paid to such director in respect of his or her service as
a director of the Company, based on the value of the Stock as set
forth in Paragraph 8 below, and subject to opt-out only as provided
in Paragraph 5 below. The amount of the annual award may be amended
by resolutio
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