Exhibit 10.2(e)(v)
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED CENTURYTEL, INC.
2002 MANAGEMENT INCENTIVE COMPENSATION PLAN
(February 17, 2005 Grants)
THIS AGREEMENT is entered into as of February 17, 2005 by and between
CenturyTel, Inc., a Louisiana corporation ("CenturyTel"), and ______________
("Optionee").
WHEREAS, Optionee is a key employee of CenturyTel or one of its
subsidiaries (collectively, the "Company") and CenturyTel considers it desirable
and in its best interest that Optionee be given an incentive to advance the
interests of CenturyTel by possessing an option to purchase shares of the common
stock, $1.00 par value per share, of CenturyTel (the "Common Stock") under the
Amended and Restated CenturyTel, Inc. 2002 Management Incentive Compensation
Plan (the "Plan"), which was approved by the Board of Directors of CenturyTel on
February 26, 2002, approved by the shareholders at CenturyTel's 2002 Annual
Meeting of Shareholders on May 9, 2002 and most recently amended and restated by
the Board of Directors of CenturyTel on February 25, 2004;
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
1.
Grant of Option
1.01 In consideration of future services, CenturyTel hereby grants to
Optionee, effective February 17, 2005 (the "Date of Grant"), the right,
privilege and option to purchase _____ shares of Common Stock (the "Option"
at an exercise price of $33.40 per share.
1.02 The Option is a non-qualified stock option and shall not be treated
as an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2.
Time of Exercise
2.01 Subject to the provisions of the Plan and the other provisions of
this Agreement, the Optionee shall be entitled to exercise the Option as
follows :
With respect to 1/3 of the shares
covered by the Option.............. beginning on the Date of Grant
With respect to 2/3 of the shares
covered by the Option, less any
shares previously issued........... beginning February 17, 2006
With respect to all of the shares
covered by the Option, less any
shares previously issued........... beginning February 17, 2007.
The Option shall expire and may not be exercised later than ten years after the
Date of Grant.
2.02 Notwithstanding the foregoing, the Option shall become accelerated
and immediately exercisable in full (a) if Optionee dies while he is employed by
the Company, (b) if Optionee becomes disabled within the meaning of Section
22(e)(3) of the Code ("Disability") while he is employed by the Company, (c) if
Optionee retires from employment with the Company on or after attaining the age
of 55 ("Retirement") or (d) pursuant to the provisions of the Plan.
3.
Conditions for Exercise of Option
During Optionee's lifetime, the Option may be exercised only by him or
by his legal representative. The Option must be exercised while Optionee is
employed by the Company, or, to the extent exercisable at the time of
termination of employment, within 190 days of the date on which he ceases to be
an employee, except that (a) if he ceases to be an employee because of
Retirement, the Option may be exercised within three years from the date on
which he ceases to be an employee, (b) if an Optionee's employment is terminated
for cause, the unexercised portion of the Option is immediately terminated, and
(c) in the event of Optionee's Disability or death, the Option may be exercised
by the Optionee or, in the case of death, by his estate or by the person to whom
such right devolves from him by reason of his death within two years after the
date of his Disability or death; provided, however, that the Option and all
option gain, as defined in Section 4.01, shall at all times be subject to the
forfeiture provisions of Section 4 hereof; and provided further that no rights
to purchase Common Stock under this Option may be exercised later than ten years
after the Date of Grant.
4.
Forfeiture of Option and Option Gain
4.01 If, at any time during Optionee's employment by the Company o
within 18 months after termination of employment, Optionee engages in any
activity in competition with any activity of the Company, or inimical, contrary
or harmful to the interests of the Company, including but not limited to: (a)
conduct relating to Optionee's employment for which either criminal or civil
penalties against Optionee may be sought, (b) conduct or activity that results
in termination of Optionee's employment for cause, (c) violation of Company
policies, including, without limitation, the Company's xxxxxxx xxxxxxx policy
and corporate compliance program, (d) accepting employment with, acquiring a 5%
or more equity or participation interest in, serving as a consultant, advisor,
director or agent of, directly or indirectly soliciting or recruiting any
employee of the Company who was employed at any time during Optionee's tenure
with the Company, or otherwise assisting in any other capacity or manner any
company or enterprise that is directly or indirectly in competition with or
acting against the interests of the Company or any of its lines of business (a
"competitor"), except for (A) any isolated, sporadic accommodation or assistance
provided to a competitor, at its request, by Optionee during Optionee's tenure
with the Company, but only if provided in the good faith and reasonable belief
that such action would benefit the Company by promoting good business relations
with the competitor and would not harm the Company's interests in any
substantial manner or (B) any other service or assistance that is provided at
the request or with the written permission of the Company, (e) disclosing or
misusing any confidential information or material concerning the Company, (f)
engaging in, promoting, assisting or otherwise participating in a hostile
takeover attempt of the Company or any other transaction or proxy contest that
could reasonably be expected to result in a Change of Control (as defined in the
Plan) not approved by the Company's Board of Directors or (g) making any
statement or disclosing any information to any customers, suppliers, lessors,
lessees, licensors, licensees, regulators, employees or others with whom the
Company engages in business that is defamatory or derogatory with respect to the
business, operations, technology, management, or other employees of the Company,
or taking any other action that could reasonably be expected to injure the
Company in its business relationships with any of the foregoing parties or
result in any other detrimental effect on the Company, then (i) the Option shall
automatically terminate without any payment to Optionee effective the date on
which Optionee engages in such activity, unless terminated sooner by operation
of another term or condition of this Agreement or the Plan, and (ii) Optionee
shall pay in cash to the Company, without interest, any option gain realized by
Optionee from exercising all or a portion of the Option during the period
beginning one year prior to termination of employment (or one year prior to the
date Optionee first engages in such activity if no termination occurs) and
ending on the date on which the Option terminates. For purposes hereof, "option
gain" shall mean the difference between the closing market price of the Common
Stock on the date of exercise minus the exercise price, multiplied by the number
of shares purchased.
4.02 If Optionee owes any amount to the Company under
Section 4.01 above, Optionee acknowledges that the Company may deduct such
amount from any amounts the Company owes Optionee from time to time for any
reason (including without limitation amounts owed to Optionee as salary, wages,
reimbursements or other compensation, fringe benefits, retirement benefits or
vacation pay). Whether or not the Company elects to make any such set-off in
whole or in part, if the Company does not recover by means of set-off the full
amount Optionee owes it, Optionee hereby agrees to pay immediately the unpaid
balance to the Company.
4.03 Optionee may be released from Optionee's obligations under Sections
4.01 and 4.02 above only if the Compensation Committee (the "Committee")
determines in its sole discretion that such action is in the best interests
of the Company.
5.
Preference Share Purchase Rights
Upon exercise of an Option at a time when preference share purchase rights
to purchase shares of Series BB Participating Cumulative Preference Stock or
other securities or property of the Company (the "Rights" and each a "Right")
remain outstanding pursuant to that certain Rights Agreement dated as of August
27, 1996 between CenturyTel and the Rights Agent named therein, as amended by
Amendment No. 1 to Rights Agreement dated May 25, 1999 and Amendment No. 2 to
Rights Agreement dated June 30, 2000, and as may be further amended (the
"Rights Agreement"), or any successor rights agreement, then Optionee shall
receive Rights in conjunction with Optionee's receipt of shares of Common
Stock on the terms and conditions of the Rights Agreement.
6.
Additional Conditions
Anything in this Agreement to the contrary notwithstanding, if at any time
CenturyTel further determines, in its sole discretion, that the listing,
registration or qualification (or any updating of any such document) of the
shares of Common Stock issuable pursuant to the exercise of an Option is
necessary on any securities exchange or under any federal or state securities or
blue sky law, or that the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with the
issuance of shares of Common Stock pursuant thereto, or the removal of any
restrictions imposed on such shares, such shares of Common Stock shall not be
issued, in whole or in part, unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to CenturyTel. CenturyTel agrees to use commercially reasonable
efforts to issue all shares of Common Stock issuable hereunder on the terms
provided herein.
7.
Attorneys' Fees and Expenses
Should any party hereto retain counsel for the purpose of enforcing, or
preventing the breach of, any provision hereof, including, but not limited to,
the institution of any action or proceeding in court to enforce any provision
hereof, to enjoin a breach of any provision of this Agreement, to obtain
specific performance of any provision of this Agreement, to obtain monetary or
liquidated damages for failure to perform any provision of this Agreement, or
for a declaration of such parties' rights or obligations hereunder, or for any
other judicial remedy, then the prevailing party shall be entitled to be
reimbursed by the losing party for all costs and expenses incurred thereby,
including, but not limited to, attorneys' fees (including costs of appeal).
8.
No Contract of Employment Intended
Nothing in this Agreement shall confer upon Optionee any right to continue
in the employment of the Company or to interfere in any way with the right of
the Company to terminate Optionee's employment relationship with the Company at
any time.
9.
Taxes
The Company may make such provisions as it may deem appropriate for the
withholding of any federal, state and local taxes that it determines are
required to be withheld on any exercise of the Option. In accordance with the
terms of the Plan, Optionee may satisfy the tax withholding obligation by
delivering currently owned shares of Common Stock or electing to have CenturyTel
withhold from the shares Optionee otherwise would receive hereunder shares of
Common Stock having a value equal to the minimum amount required to be withheld
(as determined under the Plan).
10.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, legal
representatives and successors. Without limiting the generality of the
foregoing, whenever the term "Optionee" is used in any provision of this
Agreement under circumstances where the provision appropriately applies to the
heirs, executors, administrators or legal representatives to whom this Option
may be transferred by will or by the laws of descent and distribution, the term
"Optionee" shall be deemed to include such person or persons.
11.
Inconsistent Provisions
Optionee agrees that the Option granted hereby is subject to the terms,
conditions, restrictions and other provisions of the Plan as fully as if all
such provisions were set forth in their entirety in this Agreement. If any
provision of this Agreement conflicts with a provision of the Plan, the Plan
provision shall control. Optionee acknowledges that a copy of the Plan was
distributed or made available to Optionee and that Optionee was advised to
review such Plan prior to entering into this Agreement. Optionee waives the
right to claim that the provisions of the Plan are not binding upon Optionee and
Optionee's heirs, executors, administrators, legal representatives and
successors.
12.
Adjustments to Options
The parties acknowledge that (i) appropriate adjustments shall be made to
the number and class of shares of Common Stock subject to the Option and to the
exercise price in certain situations described in Section 4.5 of the Plan and
(ii) adjustments to the rights of the Optionee might be made in the event of
a Change of Control, as defined in Section 9.13 of the Plan.
13.
Termination of Option
The Committee, in its sole discretion, may terminate the Option. However,
no termination may adversely affect the rights of Optionee to the extent that
the Option is currently exercisable on the date of such termination.
14.
Severability
If any term or provision of this Agreement, or the application thereof
to any person or circumstance, shall at any time or to any extent be invalid,
illegal or unenforceable in any respect as written, Optionee and CenturyTel
intend for any court construing this Agreement to modify or limit such provision
so as to render it valid and enforceable to the fullest extent allowed by law.
Any such provision that is not susceptible of such reformation shall be ignored
so as to not affect any other term or provision hereof, and the remainder of
this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid, illegal or
unenforceable, shall not be affected thereby and each term and provision of this
Agreement shall be valid and enforced to the fullest extent permitted by law.
15.
Entire Agreement; Modification
The Plan and this Agreement contain the entire agreement between the
parties with respect to the subject matter contained herein and may not be
modified, except as provided in the Plan, as it may be amended from time to time
in the manner provided therein, or in this Agreement, as it may be amended from
time to time by a written document signed by each of the parties hereto. Any
oral or written agreements, representations, warranties, written inducements, or
other communications with respect to the subject matter contained herein made
prior to the execution of the Agreement shall be void and ineffective for all
purposes.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CENTURYTEL, INC.
By:
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Name:
Title:
