RESTRICTED STOCK AGREEMENT IOWA TELECOMMUNICATIONS SERVICES, INC. 2005 STOCK INCENTIVE PLAN

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

IOWA TELECOMMUNICATIONS SERVICES, INC.
2005 STOCK INCENTIVE PLAN

     THIS AGREEMENT, made effective as of this 24 ^th day of September, 2009, by and between Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”), and Alan L. Wells (“Participant”).

W I T N E S S E T H:

     WHEREAS, Participant on the date hereof is an employee, officer, consultant, advisor or director providing services to the Company or an Affiliate (as defined in the Plan) of the Company; and

     WHEREAS, the Company wishes to grant a restricted stock award to Participant for shares of the Company’s Common Stock pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”); and

     WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award to Participant;

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

     1.  Grant of Restricted Stock Award . The Company hereby grants to Participant on the date set forth above a restricted stock award (the “Award”) for One Hundred Thousand (100,000) shares of Common Stock on the terms and conditions set forth herein, and subject to adjustment pursuant to Section 4(c) of the Plan. The Company shall cause to be issued one or more stock certificates representing such shares of Common Stock in Participant’s name, and shall hold each such certificate until such time as the risk of forfeiture and other transfer restrictions set forth in this Agreement have lapsed with respect to the shares represented by the certificate. The Company may also place a legend on such certificates describing the risks of forfeiture and other transfer restrictions set forth in this Agreement providing for the cancellation of such certificates if the shares of Common Stock are forfeited as provided in Section 2 below. Until such risks of forfeiture have lapsed or the shares subject to this Award have been forfeited pursuant to Section 2 below, Participant shall be entitled to vote the shares represented by such stock certificates and shall receive all dividends attributable to such shares, but Participant shall not have any other rights as a shareholder with respect to such shares.

     2.  Vesting of Restricted Stock .

          (a) The shares of Stock subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the following vesting schedule (rounded to the nearest whole share):

Except as expressly provided in subsection (b) below, if Participant’s employment or other relationship with the Company or any Affiliate ceases at any time prior to a Vesting Date for any reason, including Participant’s voluntary resignation or retirement or termination by the Company or such Affiliate with or without cause, Participant shall immediately forfeit all shares of Stock subject to this Award which have not yet vested and for which the risks of forfeiture have not lapsed.

     (b) Notwithstanding subsection (a) above, if Participant’s employment or other relationship with the Company or any Affiliate ceases or is terminated under any of the following circumstances:

then, upon such cessation or termination of Participant’s employment or other relationship with the Company or such Affiliate, the risk of forfeiture shall lapse with respect to all shares of Stock subject to thi