Exhibit 10.24
FORM OF RESTRICTED STOCK AGREEMENT
(For Named Executive Officers other than Mary Agnes
Wilderotter)
This
Agreement is made as of _________________ ("Date of Award") between
Citizens
Communications
Company, a Delaware
corporation
(the "Company")
and
______________ (the
"Grantee").
In consideration of the agreements
set forth
below, the Company and the Grantee agree as follows:
1. Grant: A restricted
stock award
("Award") of ________
shares ("Award
Shares") of the
Company's common
stock ("Common Stock") is hereby
granted by the Company
to the Grantee
subject to: (i) the
terms and
conditions of that
certain Memorandum
from Mary Agnes
Wilderotter,
Chairman and Chief
Executive Officer of
the Company, dated
July __,
2007, addressed to the
Grantee (the "Change in Control Memorandum");
(ii) the following terms and conditions; and (iii) the provisions of
the Amended and Restated 2000 Equity Incentive Plan (the "Plan"),
the
terms of which are incorporated by reference herein. In the event
of a
conflict between the
Change in Control
Memorandum and the
terms and
conditions stated
herein, the terms of the Change in Control
Memorandum shall control.
2.
Transfer
Restrictions:
None of the Award Shares shall be sold,
assigned,
pledged or
otherwise
transferred,
voluntarily
or
involuntarily, by the
Grantee until such time as the restrictions on
said Award Shares shall have lapsed.
3.
Release of
Restrictions: Except as otherwise provided in the Change in
Control Memorandum,
the restrictions set forth in Section 2 above
shall lapse on one-four (25%) of the Award Shares on each [GRANT
DATE]
beginning in [YEAR
FOLLOWING GRANT DATE], and ending on [FOURTH
ANNIVERSARY OF GRANT DATE].
4.
Forfeiture:
Subject to the terms
of the Change in Control Memorandum,
the Award Shares shall
be subject to
forfeiture to the
Company upon
the Grantee's
termination of employment with the Company prior to the
date the restrictions lapse as provided in Section 3 above.
5.
Adjustment of
Shares: Notwithstanding anything contained herein to the
contrary, in the event
of any change in the outstanding Common Stock
resulting from a
subdivision
or consolidation of shares, whether
through reorganization, recapitalization, share split, reverse share
split, share distribution or combination of shares or the payment
of a
share
dividend, the Award Shares
