EXHIBIT 10.3
CT COMMUNICATIONS, INC.
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
CT Communications, Inc, a North Carolina corporation (the "Company"), hereby
grants shares of its common stock (the "Stock") to the Grantee named below,
subject to the vesting conditions set forth in the attachment. Additional terms
and conditions of the grant are set forth in this cover sheet, in the attachment
and in the Company's Amended and Restated 2001 Stock Incentive Plan (the
"Plan").
Grant Date:________, 2004
Name of Grantee: _____________
Grantee's Social Security Number: _____-____-_____
Number of Shares of Stock Covered by Grant: ________
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS AVAILABLE FROM THE COMPANY'S HUMAN RESOURCES DEPARTMENT UPON REQUEST. YOU
ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND AGREE THAT THE PLAN
WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE
INCONSISTENT.
Grantee:
---------------------------------------------------------------------
(Signature)
Company:
---------------------------------------------------------------------
(Signature)
Title:
-------------------------------------------------------------
Attachment
This is not a stock certificate or a negotiable instrument.
CT COMMUNICATIONS, INC.
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK/ This grant is an award of Stock in the number of
NONTRANSFERABILITY shares set forth on the cover sheet, subject to the
vesting conditions described below ("Restricted
Stock"). To the extent not yet vested, your
Restricted Stock may not be transferred, assigned,
pledged or hypothecated, whether by operation of law
or otherwise, nor may the Restricted Stock be made
subject to execution, attachment or similar process.
ISSUANCE AND VESTING The Company will issue your Restricted Stock in your
name as of the Grant Date.
Your right to the Stock under this Restricted Stock
grant vests effective _________________.
No shares of Stock will vest after your Service has
terminated for any reason except as otherwise
provided in this Agreement with regard to death,
Disability or Retirement.
FORFEITURE OF In the event that your Service terminates for any
UNVESTED STOCK reason other than your death, disability or
Retirement (as defined in this Agreement) prior to
the date the Restricted Stock becomes vested, you
will forfeit all of the unvested shares of Restricted
Stock to the Company. For purposes of this Agreement,
"Retirement" means a termination of Service
determined by the Board in its sole discretion to be
a "Retirement."
TERMINATION OF SERVICE In the event that your Service terminates because of
BECAUSE OF your death, disability or Retirement, your right to
DEATH, DISABILITY, the Stock under this Restricted Stock grant shall
OR RETIREMENT become fully vested upon your termination of Service.
ISSUANCE OF STOCK After such time as your interest in the Restricted
CERTIFICATES Stock vests as described above, the certificates for
the shares shall be delivered to you.
2
WITHHOLDING TAXES You agree, as a condition of this grant, that you
will make acceptable arrangements to pay any
withholding or other taxes that may be due as a
result of the vesting of Stock acquired under this
grant. In the event that the Company determines that
any federal, state, local or foreign tax or
withholding payment is required relating to the
vesting of shares arising from this grant, the
Company shall have the right to require such payments
from you, or withhold such amounts from other
payments due to you from the Company or any
Affiliate.
SECTION 83(b) Under Section 83 of the Internal Revenue Code of
ELECTION 1986, as amended (the "Code") the fair market value
of the Stock on the date the forfeiture restrictions
applicable to such shares lapse (i.e., when the
shares vest) will be reportable as ordinary income at
that time. You may elect to be taxed at the time the
shares are acquired rather than when such shares
cease to be subject to such forfeiture restrictions
by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30)
days after the Grant Date. You will have to make a
tax payment based on the fair market value of the
shares on the Grant Date. The form for making this
election is attached as Exhibit A hereto. Failure to
make this filing within the thirty (30) day period
will result in the recognition of ordinary income by
you at the time the forfeiture restrictions lapse.
YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY,
AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION
UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR
BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS
WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO
FILE ANY 83(b) ELECTION.
RETENTION RIGHTS This Agreement does not give you the right to be
retained by the Company (or any Parent or Affiliates)
in any capacity. The Company (and any Parent or
Affiliates) reserve the right to terminate your
Service at any time and for any reason.
SHAREHOLDER RIGHTS You have the right to vote the Restricted Stock and
to receive any dividends declared or paid on such
stock. Any distributions you receive as a result of
any stock split, stock dividend, combination of
shares or other similar transaction shall be deemed
to be a part of the Restricted Stock and subject to
the same conditions and restrictions applicable
thereto. The
3
Company may in its sole discretion require any
dividends paid on the Restricted Stock to be
reinvested in shares of Stock, which the Company may
in its sole discretion deem to be a part of the
shares of Restricted Stock and subject to the same
conditions and restrictions applicable thereto.
Except as described in the Plan, no adjustments are
made for dividends or other rights if the applicable
record date occurs before your stock certificate is
issued.
ADJUSTMENTS In the event of a stock split, a stock dividend or a
similar change in the Company stock, the number of
shares covered by this grant may be adjusted (and
rounded down to the nearest whole number) pursuant to
the Plan. Your Restricted Stock shall be subject to
the terms of the agreement of merger, liquidation or
reorganization in the event the Company is subject to
such corporate activity.
APPLICABLE LAW This Agreement will be interpreted and enforced under
the laws of the State of North Carolina, other than
any conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation
of this Agreement to the substantive law of another
jurisdiction.
THE PLAN The text of the Plan is incorporated in this
Agreement by reference. CERTAIN CAPITALIZED TERMS
USED IN THIS AGREEMENT ARE DEFINED IN THE PLAN, AND
HAVE THE MEANING SET FORTH IN THE PLAN.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding
this grant of Restricted Stock. Any prior agreements,
commitments or negotiations concerning this grant are
superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
4
EXHIBIT A
ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
The undersigned hereby makes an election pursuant to Section 83(b) of
the Internal Revenue Code with respect to the property described below and
supplies the following information in accordance with the regulations
promulgated thereunder:
1. The name, address and social security number of the undersigned:
Name:
------------------------------------------------------------
Address:
---------------------------------------------------------
Social Security No. :
--------------------------------------------
2. Description of property with respect to which the election is
being made:
______________ shares of common stock, CT Communications, Inc. a
North Carolina corporation (the "Company").
3. The date on which the property was transferred is ___________ __,
_____ (i.e., the grant date).
4. The taxable year to which this election relates is calendar year
______.
5. Nature of restrictions to which the property is subject:
The shares of stock are subject to the provisions of a
Restricted Stock Agreement between the undersigned and the
Company. The shares of stock are subject to forfeiture under
the terms of the Agreement.
6. The fair market value of the property at the time of transfer
(determined without regard to any lapse restriction) was
$__________ (i.e., the price per share of stock on the grant
date).
7. The amount paid by taxpayer for the property was zero.
8. A copy of this statement has been furnished to the Company.
Dated: _____________, _______
-------------------------------------
Taxpayer's Signature
-------------------------------------
Taxpayer's Printed Name
PROCEDURES FOR MAKING ELECTION
UNDER INTERNAL REVENUE CODE SECTION 83(b)
The following procedures MUST be followed with respect to the attached
form for making an election under Internal Revenue Code section 83(b) in order
for the election to be effective:
1. You must file one copy of the completed election form with the IRS
Service Center where you file your federal income tax returns within 30 days
after the Grant Date of your Restricted Stock.
2. At the same time you file the election form with the IRS, you must
also give a copy of the election form to the Human Resources Department of the
Company.
3. YOU MUST FILE ANOTHER COPY OF THE ELECTION FORM WITH YOUR FEDERAL
INCOME TAX RETURN (GENERALLY, FORM 1040) FOR THE TAXABLE YEAR IN WHICH THE STOCK
IS TRANSFERRED TO YOU.
