Exhibit 4.2.
SHENANDOAH TELECOMMUNICATIONS COMPANY
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN
DESCRIPTION, TERMS AND CONDITIONS
1. PURPOSE OF THE PLAN
The
purpose of this Amended and Restated Dividend Reinvestment Plan
(the
"Plan") is to provide the participating
shareholders of Shenandoah
Telecommunications Company (the "Company")
with a convenient method of investing
cash dividends in additional shares of the
common stock of the Company at a cost
that may, because of the Company's payment
of brokerage fees associated with the
purchases of Common Stock under the Plan,
represent a savings over that
available in normal open market
purchases.
2. DEFINITIONS.
For
purposes of the Plan, the following words or phrases shall have
meanings assigned to them below:
(a)
"Common Stock"
shall mean the common stock, without par value, of
the Company.
(b)
"Company" shall
mean Shenandoah Telecommunications Company.
(c)
"Fair Market
Value" shall mean the value of the Common Stock
determined by the Company as follows:
(i) Exchange Traded. In the event that the Common Stock is listed
on
a national securities exchange, the fair market value per share
shall be the average of the high and low sale prices of the
Common
Stock as reported on such exchange for each of the ten trading
days
immediately preceding the determination date.
(ii) NASDAQ Listed. In the event that the Common Stock is not
listed
on a national securities exchange, but is then quoted on The
NASDAQ
Stock Market (whether the National or SmallCap Market), the
fair
market value per share shall be the average of the high and low
sale
prices of the Common Stock as reported on The NASDAQ Stock
Market
for each of the ten trading days immediately preceding the
determination date.
(iii) OTC Traded. In the event that the Common Stock is not
listed
on a national securities exchange and is not quoted on The
NASDAQ
Stock Market, the fair market value per share shall be the
average
of the high and low bid and asked quotations of the Common Stock
for
each of the ten trading days immediately preceding the
determination
date as reported by two brokerage firms to be selected by the
Company which are then making a market in the Common Stock,
except
that if no closing bid or asked quotation is available on one
or
more of such trading days, fair market value shall be determined
by
reference
to the ten trading days preceding the determination date
on which closing bid and asked quotations are available.
(iv) Other. In the event that the Common Stock is not listed on
a
national securities exchange, is not quoted on The NASDAQ Stock
Market and no closing bid and asked quotations are available,
or
that the fair market value per share cannot otherwise be
determined
as contemplated above, then fair market value per share shall
be
determined in good faith by the Company.
(d)
"Full Dividend
Reinvestment Option" shall mean a Participant's
option to reinvest dividends on all shares of Common Stock then
or
thereafter registered in his name.
Amended and Restated Drip adopted July 18,
2005
<PAGE>
(e)
"Investment
Date" shall mean the date a dividend is actually paid by
the Company.
(f)
"Partial
Dividend Reinvestment Option" shall mean a Participant's
option to reinvest dividends on only a specified number of shares
of
Common Stock then registered in his name.
(g)
"Participant"
shall mean a holder of record of Common Stock of the
Company who has elected to participate in the Plan by delivering
an
executed Participant Card to the Plan Agent.
(h)
"Participant
Card" shall mean the card or other document designated
by the Plan Agent as the required evidence of a shareholder's
election to participate in the Plan.
(i)
"Plan Agent"
shall mean the Company, and shall also mean any other
entity to which the Company has delegated all or any part of
its
responsibilities hereunder, other than the function of
purchasing
Plan Shares pursuant to the Plan.
(j)
"Plan Shares"
shall mean shares of Common Stock that have been
purchased on behalf of a Participant under the Plan.
(k)
"Purchasing
Agent" shall mean the unaffiliated entity designated
from time to time by the Board of Directors of the Company, the
Company's Chief Executive Officer or the Company's Chief
Financial
Officer to purchase Plan Shares for the Participants.
(l)
"Record Date"
shall mean the date on which a person must be
registered as a shareholder on the stock books of the Company
in
order to receive a dividend.
3. ADMINISTRATION
The Plan
Agent shall administer the Plan for Participants. Purchases of
Common Stock for issuance pursuant to the
Plan will be made by the Purchasing
Agent.
4. PARTICIPATION
Subject to
the provisions of Sections 4, 5, and 13 herein, all holders of
record of the Common Stock of the Company
are eligible to participate in the
Plan. A beneficial owner whose shares are
registered in a name other than his
own must become a shareholder of record
with respect to any such shares that the
shareholder desires to participate in the
Plan by transferring such shares into
his own name in order to participate in the
Plan.
The Plan
Agent reserves the right not to offer participation in the Plan
to those holders of record who reside in
jurisdictions that require registration
of the Plan with the securities commission
of that jurisdiction.
5. ENROLLMENT; CHANGE IN PARTICIPATION
LEVEL
A
shareholder of record may enroll in the Plan at any time by
completing
and signing a Participant Card and
returning it to the Plan Agent, unless the
Plan Agent or the Purchasing Agent has
reason to believe that such enrollment is
not, at such time, permitted under the laws
of the jurisdiction in which such
shareholder resides or under the laws of
the United States. If a Participant
Card requesting reinvestment of dividends
is received by the Plan Agent on or
before the Record Date established for a
particular dividend, reinvestment will
commence with that dividend. If a
Participant Card is received by the Plan Agent
after the Record Date established for a
particular dividend, the reinvestment of
dividends will begin on the Investment Date
following the next Record Date if
the shareholder is still a holder of record
on such next Record Date. A
Participant who elects to enroll in the
Plan may choose to participate through
either the Full Dividend Reinvestment
Option or the Partial Dividend
Reinvestment Option. Once a Participant has
enrolled in the Plan, his
participation continues with respect to his
participating shares until the
Participant
Amended and Restated Drip adopted July 18,
2005
<PAGE>
changes his participation level, as
described in the next paragraph, or his
participation is terminated pursuant to the
terms of the Plan.
A
Participant may, at any time or from time to time, change his
participation level and thereby increase or
decrease his number of participating
sh
