LODGENET ENTERTAINMENT CORP
FORM OF RESTRICTED STOCK AGREEMENT FOR PERFORMANCE-BASED VESTING
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<TYPE>EX-10.26
<SEQUENCE>3
<FILENAME>c03399exv10w26.htm
<DESCRIPTION>FORM OF RESTRICTED STOCK AGREEMENT FOR PERFORMANCE-BASED VESTING
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT 10.26</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LodgeNet Entertainment Corporation 2003 Stock Option and<BR>
Incentive Plan Restricted Stock Award Agreement<BR>
(Financial Performance Vesting)</B>
</DIV>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Name:</B><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
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    <TD align="left" valign="top"><B>Date of Award: </B></TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Number of Shares of Restricted
Stock Awarded:</B>&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt; margin-left: 2%">This Agreement, effective as of the Date of Award, represents an award of Restricted
Stock by LodgeNet Entertainment Corporation, a Delaware corporation (the &#147;Company&#148;),
to you, pursuant to the provisions of the LodgeNet Entertainment Corporation 2003
Stock Option and Incentive Plan (the &#147;Plan&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">The Plan provides a description of the general terms and conditions governing the
Restricted Stock awarded hereunder. The parties hereto also agree to the following
additional terms and conditions governing this award of Restricted Stock:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Termination of Risk of Forfeiture. The shares awarded hereby are subject to a risk of
forfeiture. Subject to Section&nbsp;15 hereof (which provides for accelerated termination of the risk
of forfeiture under the conditions set forth therein), and Section&nbsp;8 hereof (which provides for
accelerated termination of the risk of forfeiture in the event of death or, in certain cases,
retirement or disability, and adjustment thereto), the risk of forfeiture of the Restricted Stock
issued pursuant to this Award shall terminate on January&nbsp;1, 2009 (the &#147;Termination Date&#148;), except
as otherwise provided herein, if, a) you have been continuously employed by the Company from the
Date of Award (excluding any periods during which you are on approved leaves of absence) up to and
including the Termination Date and b) the Company has achieved cumulative earnings for 2006, 2007
and 2008 of at least $1.10 per share (the &#147;Performance-Based Target&#148;). The Performance-Based
Target shall be determined by reference to the Company&#146;s &#147;Net income (loss)&nbsp;per common share
(basic),&#148; as shown in the Company&#146;s audited Consolidated Statements of Operations for 2006, 2007
and 2008. Notwithstanding the Termination Date, no payment of the Award shall be made until, and
shall be subject to, the determination that the Performance-Based Target is achieved. It is
acknowledged that such determination cannot be made until the date on which Company releases its
audited financial statements for 2008, which is expected to occur subsequent to the Termination
Date. In the event the Performance-Based Target is not achieved, the shares of stock awarded
hereby shall be forfeited pursuant to Section&nbsp;6 hereof, notwithstanding the Termination Date. The
period between the date of this Award and the Termination Date is hereinafter referred to as the
&#147;Restriction Period.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Restricted Stock Certificates. Any Restricted Stock granted to you hereunder shall beheld
by the Corporate Secretary of the Company or designee until such time as the restrictions terminate
or the Restricted Stock is forfeited.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Certificate Legend. Each stock certificate representing shares of Restricted Stock granted
hereunder shall bear the following legend:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;The sale or other transfer of the shares of common stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is subject to
certain restrictions on transfer set forth in the LodgeNet Entertainment Corporation
2003 Stock Option and Incentive Plan and a LodgeNet Entertainment Corporation 2003
Stock Option and Incentive Plan Restricted Stock Award Agreement dated January&nbsp;9,
2006.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;Removal of Restrictions. When your Restricted Stock is no longer subject to the terms of
this Agreement, you will be entitled to have the legend required by Section&nbsp;3 of this Agreement
removed from the stock certificates representing your shares of Restricted Stock and such
certificates will be distributed to you. The Company shall have no obligation to issue fractional
shares; all share amounts shall be rounded to the nearest whole amount.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;Voting Rights and Dividends. You may exercise full voting rights and shall receive any
dividends and other distributions paid with respect to the shares of Restricted Stock. If any such
dividends or distributions are paid in shares of common stock of the Company, those shares shall be
subject to the same restrictions on transferability as the shares of Restricted Stock under this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;Forfeiture. Any Restricted Stock granted to you hereunder shall be forfeited, and such
shares of Restricted Stock shall revert to the Company, without any obligation of the Company to
pay you any consideration therefor, if, during the Restriction Period, (i)&nbsp;you violate the terms of
this Agreement; (ii)&nbsp;your employment with the Company terminates prior to the Termination Date
(other than under the conditions set forth in Sections&nbsp;8 or 15 hereof); or (iii)&nbsp;the
Performance-Based Target is not achieved. The Company shall initiate a forfeiture of Restricted
Stock pursuant to this Section&nbsp;6 by giving notice to you at any time within the thirty (30)&nbsp;day
period following the date of forfeiture. Upon the giving of such notice, the Corporate Secretary
of the Company shall promptly cancel the forfeited shares of Restricted Stock and the stock
register of the Company shall be revised accordingly. You are obligated to return to the Company
any certificates representing such forfeited shares, but your failure to do so shall not affect the
forfeiture or cancellation of such shares. You shall have no rights as a stockholder of the
Company with respect to forfeited and cancelled shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;No Employment Obligation. The award of the Restricted Stock hereunder shall not impose
upon the Company a separate obligation to employ you for any given period, or on any specific terms
of employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;Termination of Employment Due to Death, Disability or Retirement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;If your employment is terminated during the Restriction Period due to death, the
restrictions shall terminate with respect to all of the shares covered by this Agreement; provided,
that the Performance-Based Target is achieved.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If your employment is terminated during the Restriction Period is due to Disability (as
defined in the Plan), the restrictions shall terminate with respect to a pro rata portion of the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">shares covered by this Agreement, such pro rata portion to be based on the number of days of
continuous employment subsequent to the Date of Award compared to the number of business days in
the three years 2006, 2007 and 2008 (the &#147;Pro Rata Portion&#148;); provided, the Performance-Based
Target is achieved.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If your employment is terminated during the Restriction Period due to retirement (which,
for purposes of this Agreement shall be defined as voluntarily terminating full-time employment
after reaching the age of 62), the restrictions shall terminate with respect to the Pro Rata
Portion; provided, the Performance-Based Target is achieved.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;Termination of Employment for Other Reasons. If your employment with the Company is
terminated for any reason other than those reasons set forth in Sections&nbsp;8 or 15 hereof, including
without limitation a termination of your employment with or without Cause (as defined in Section&nbsp;15
below) all shares of Restricted Stock held by you at the time of such employment termination, as to
which the restrictions have not terminated, shall be forfeited by you to the Company, in accordance
with the provisions of Section&nbsp;6 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;Acceleration. Notwithstanding anything to the contrary contained herein, the Compensation
Committee shall always have the power, in its sole discretion, to accelerate the Termination Date
of the Restricted Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;Nontransferability. Restricted Stock awarded pursuant to this Agreement that is subject
to a risk of forfeiture may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated (each, a &#147;Transfer&#148;), other than by will or by the laws of descent and distribution.
If any Transfer, whether voluntary or involuntary, of Restricted Stock, as to which the
restrictions have not terminated, is made, or if any attachment, execution, garnishment, or lien
shall be issued against or placed upon Restricted Stock, as to which the restrictions have not
terminated, such Restricted Stock shall be immediately forfeited by you to the Company, and this
Agreement shall be of no further effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;Tax Withholding. The Company shall have the power and the right to deduct or withhold,
or require you or your estate to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes, domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;Share Withholding. With respect to withholding required upon any other taxable event
arising as a result of Restricted Stock awards granted hereunder, you may elect, subject to the
approval of the Compensation Committee, to satisfy the withholding requirement, in whole or in
part, by having the Company withhold shares having a fair market value on the date the tax is to be
determined equal to the minimum statutory total tax which could be withheld on the transaction.
All such elections shall be irrevocable, made in writing, signed by you, and shall be subject to
any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;Administration. This Agreement and your rights hereunder are subject to all the terms
and conditions of the Plan, as the same may be amended from time to time, as well as to such rules
and regulations as the Committee may adopt for administration of the Plan. It is
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">expressly understood that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and this Agreement, all
of which shall be binding upon the Participant. Any inconsistency between this Agreement and the
Plan shall be resolved in favor of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;Acceleration of Termination Date.
</DIV>

<DIV style="margin-top: 6pt">
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    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">&nbsp;a.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If, in connection with or within two (2)&nbsp;years following the
occurrence of a Change in Control (as defined in subsection 15 (b)&nbsp;below), your
employment with the Company terminates voluntarily for Good Reason (as defined in
subsection 15 (b)&nbsp;below), or involuntarily for any reason other than for Cause (as
defined in subsection 15 (b)&nbsp;below), the restrictions on all outstanding shares of
Restricted Stock not previously terminated pursuant to the terms of Section&nbsp;1
hereof shall, without further action, terminate as of the date of such employment
termination.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">&nbsp;b.</TD>
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    <TD>For purposes hereof: (i)&nbsp;termination of employment for &#147;Cause&#148; shall
mean termination of your employment by the Company or any of its subsidiaries
because of: (A)&nbsp;your dishonesty, fraud or breach of trust or substantial
misconduct in the performance of, or substantial nonperformance of, your duties,
(B)&nbsp;any act or omission by you that is a substantial cause for a regulatory body
with jurisdiction over the Company or any of its subsidiaries to request or
recommend your suspension or removal or to impose sanctions upon the Company, or
(C)&nbsp;a material breach by you of any applicable employment agreement between you
and the Company or any of its subsidiaries; (ii)&nbsp;termination with &#147;Good Reason&#148;
shall mean voluntary termination of your employment because, without your express
written consent: (A)&nbsp;the Company or any subsidiary materially breaches any of the
terms of an employment agreement, severance agreement or other compensation
arrangement between the Company or any of its subsidiaries and you, (B)&nbsp;you are
assigned duties materially inconsistent with your position, duties, and status
immediately prior the Change in Control, (C)&nbsp;the Company or any subsidiary reduces
your base salary and/or benefits under the Company&#146;s or a subsidiary&#146;s incentive,
stock option, retirement, welfare, disability, health, insurance, benefit or other
compensatory plan (including, without limitation, cash paid in lieu of any such
benefit) in existence immediately prior to the Change in Control (without
substitution of a substantially equivalent plan or benefit), such that your
compensation, in the aggregate, has been materially reduced, or (D)&nbsp;failure by the
Company to cause any successor or resulting entity to expressly assume and agree
to perform the Company&#146;s obligations under this Agreement; and (iii)&nbsp;a &#147;Change in
Control&#148; shall mean the occurrence of any of the following: (A)&nbsp;any person (as
such term is used in Section&nbsp;13 of the Securities Exchange Act of 1934 (the
&#147;Exchange Act&#148;) and the rules and regulations thereunder and including any
Affiliate or Associate of such person, as defined in Rule&nbsp;12b-2 under said Act,
and any person acting in concert with such person), directly or indirectly,
acquires or otherwise becomes the &#147;beneficial owner&#148; (as such term is</TD>
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</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>defined in Rule&nbsp;13d-3 of the Exchange Act, except that a person or entity shall
also be deemed the beneficial owner of all securities which such person or entity
may have a right to acquire, whether or not such right is presently exercisable) of
securities representing thirty percent (30%) or more of the voting power entitled
to be cast at elections for directors (&#147;Voting Power&#148;) of the Company; or (B)&nbsp;there
occurs any merger or consolidation (in one or more transactions) of the Company, or
any sale, lease or exchange (in one or more transactions) of all or any substantial
part of the consolidated assets of the Company (meaning assets representing thirty
percent (30%) or more of the Company&#146;s consolidated net tangible assets or
generating thirty percent (30%) or more of the Company&#146;s consolidated operating
cash flow, in each case as measured over the Company&#146;s preceding four full fiscal
quarters) to any other person and (y)&nbsp;in the case of a merger or consolidation, the
holders of outstanding stock of the Company entitled to vote in elections of
directors immediately before such merger or consolidation (excluding for this
purpose any person (including any Affiliate or Associate) that directly or
indirectly owns or is entitled to vote thirty percent (30%) of more of the Voting
Power of the Company) hold less than seventy percent (70%) of the Voting Power of
the survivor of such merger or consolidation or its parent, or (z)&nbsp;in the case of
any such sale, lease or exchange, the Company does not own more than fifty percent
(50%) of the Voting Power of the other person; or (C)&nbsp;during any period subsequent
hereto, a majority of the Company&#146;s directors shall not for any reason be board
members who at the beginning of such period constituted a majority of the Board of
Directors or persons nominated as new directors by a majority of such continuing
directors.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;Adjustments. In the event of any stock split, stock dividend, reverse stock split,
recapitalization of the Company, or issuance of shares of stock by the Company, the number of
shares of Restricted Stock subject to this Award and/or the Performance-Based Target shall be
appropriately adjusted by the Compensation Committee. By way of illustration only, in the event
the Company split its stock on a two-for-one basis, the number of shares of Restricted Stock
subject to the Award would similarly be subject to such split and the Performance-Based Target
would be adjusted to take into account the increased number of shares which would go into the
calculation of the Performance-Based Target, as well as the time at which the split occurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;Miscellaneous.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">a. All obligations of the Company under the Plan and this Agreement, with respect to the
Restricted Stock, shall be binding on any successor as to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or assets
of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">b. To the extent not preempted by federal law, this Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 8%">to such jurisdiction&#146;s conflict of laws principles.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the
Date of Award first above written.
</DIV>
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    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">LODGENET ENTERTAINMENT CORPORATION</TD>
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</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By</TD>
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