Exhibit 10.4
FORM OF RESTRICTED STOCK AGREEMENT
UNDER THE
2005 DIRECTORS STOCK PLAN
(May 13, 2005 Grants)
This RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of May 13,
2005, by and between CenturyTel, Inc. ("CenturyTel") and ________________
("Award Recipient").
WHEREAS, CenturyTel maintains the 2005 Directors Stock Plan (the
"Plan"), under which the Compensation Committee (the "Committee") of the Board
of Directors of CenturyTel (the "Board"), may, among other things, grant
restricted shares of CenturyTel's common stock, $1.00 par value per share (the
"Common Stock"), to outside directors of CenturyTel, subject to terms,
conditions, or restrictions as it may deem appropriate; and
WHEREAS, pursuant to the Plan the Committee has awarded to the Award
Recipient restricted shares of Common Stock on the terms and conditions
specified below;
NOW, THEREFORE, the parties agree as follows:
1. AWARD OF SHARES
Upon the terms and conditions of the Plan and this Agreement, the
Committee as of the date of this Agreement hereby awards to the Award Recipient
3,256 restricted shares of Common Stock, together with associated preference
share purchase rights under CenturyTel's rights agreement dated as of August 27,
1996, as amended (collectively, the "Restricted Stock"), that vest, subject to
Sections 2, 3 and 4 hereof, in installments as follows:
Scheduled Vesting Date Number of Shares of Restricted Stock
---------------------- ------------------------------------
May 15, 2006 1,085
May 15, 2007 1,085
May 15, 2008 1,086
2. AWARD RESTRICTIONS
2.1 In addition to the conditions and restrictions provided in the Plan,
neither the shares of Restricted Stock nor the right to vote the Restricted
Stock, to receive dividends thereon or to enjoy any other rights or interests
thereunder or hereunder may be sold, assigned, donated, transferred, exchanged,
pledged, hypothecated or otherwise encumbered prior to vesting. Subject to the
restrictions on transfer provided in this Section 2.1, the Award Recipient shall
be entitled to all rights of a shareholder of CenturyTel with respect to the
Restricted Stock, including the right to vote the shares and receive all
dividends and other distributions paid thereon on the same terms as all other
shareholders.
2.2 If the shares of Restricted Stock have not already vested in
accordance with Section 1 above, the shares of Restricted Stock shall
immediately vest and all restrictions set forth in Section 2.1 shall lapse
on the earlier of:
(a) the date on which the Award Recipient's service on the Board
terminates as a result of (i) death, (ii) disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code or
(iii) the ineligibility to stand for re-election due to CenturyTel's
mandatory retirement policy;
(b) the date, if any, that the Committee elects, in its sole discretion,
to accelerate the vesting of such unvested Restricted Stock in the
case of retirement from the Board of an Award Recipient who has
served on the Board for at least six full years; or
(c) the occurrence of a Change of Control of CenturyTel, as described in
Section 11.12 of the Plan.
3. TERMINATION OF BOARD SERVICE
Except as otherwise provided in Section 2.2 above, termination of the
Award Recipient's service on the Board for any reason shall automatically result
in the termination and forfeiture of all unvested Restricted Stock.
4. FORFEITURE OF AWARD
4.1 If, at any time during the Award Recipient's tenure as a director
of the Company or within 18 months after termination of such tenure, the Award
Recipient engages in any activity in competition with any activity of CenturyTel
or its subsidiaries (collectively, the "Company"), or inimical, contrary or
harmful to the interests of the Company, including but not limited to: (a)
conduct relating to the Award Recipient's service on the Board for which either
criminal or civil penalties against the Award Recipient may be sought, (b)
conduct or activity that results in removal of the Award Recipient from the
Board for cause, (c) violation of the Company's policies, including, without
limitation, the Company's xxxxxxx xxxxxxx policy or corporate compliance
program, (d) accepting employment after the date hereof 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
officer of the Company who was employed at any time during the Award Recipient's
service on the Board, 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 employment, investment, service, assistance or
other activity that is undertaken at the request or with the written permission
of the CenturyTel Board of Directors or (B) any assistance of a competitor that
is provided in the ordinary course of the Award Recipient engaging in his or her
principal occupation in the good faith and reasonable belief that such
assistance will neither harm the Company's interests in any substantial manner
or violate any of the Award Recipient's duties or responsibilities under the
Company's policies or applicable law, (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 CenturyTel 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 the award of Restricted Stock granted
hereunder shall automatically terminate and be forfeited effective on the date
on which the Award Recipient engages in such activity and (i) all shares of
Common Stock acquired by the Award Recipient pursuant to this Agreement (or
other securities into which such shares have been converted or exchanged) shall
be returned to the Company or, if no longer held by the Award Recipient, the
Award Recipient shall pay to the Company, without interest, all cash, securities
or other assets received by the Award Recipient upon the sale or transfer of
such stock or securities, and (ii) all unvested shares of Restricted Stock shall
be forfeited.
4.2 If the Award Recipient owes any amount to the Company under
Section 4.1 above, the Award Recipient acknowledges that the Company may, to the
fullest extent permitted by applicable law, deduct such amount from any amounts
the Company owes the Award Recipient from time to time for any reason (including
without limitation amounts owed to the Award Recipient as directors fees,
reimbursements, retirement payments, or other compensation or benefits). 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 the Award Recipient
owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance
to the Company.
4.3 The Award Recipient may be released from the Award Recipient's
obligations under Sections 4.1 and 4.2 above only if the CenturyTel Board of
Directors determines in its sole discretion that such action is in the best
interests of the Company.
5. STOCK CERTIFICATES
5.1 The stock certificates evidencing the Restricted Stock shall be
retained by CenturyTel until the lapse of restrictions under the terms hereof.
CenturyTel shall place a legend, in the form specified in the Plan, on the stock
certificates restricting the transferability of the shares of Restricted Stock.
5.2 Upon the lapse of restrictions on shares of Restricted Stock,
CenturyTel shall cause a stock certificate without a restrictive legend to be
issued with respect to the vested Restricted Stock in the name of the Award
Recipient or his or her nominee within 30 days. Upon receipt of such stock
certificate, the Award Recipient is free to hold or dispose of the shares
represented by such certificate, subject to (i) applicable securities laws,
(ii) CenturyTel's xxxxxxx xxxxxxx policy and (iii) any applicable stock
retention policies that CenturyTel may adopt in the future.
6. MISCELLANEOUS
6.1 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 hereto 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, or the restrictions thereon removed, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions unacceptable to CenturyTel. CenturyTel agrees to use commercially
reasonable efforts to issue all shares of Common Stock issuable hereunder on the
terms provided herein.
6.2 Nothing in this Agreement shall confer upon the Award Recipient any
right to continue to serve on the Board, or to interfere in any way with the
right of the Company to remove the Award Recipient as a director at any time.
6.3 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 "Award Recipient" 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 award may
be transferred by will or by the laws of descent and distribution, the term
"Award Recipient" shall be deemed to include such person or persons.
6.4 The shares of Restricted Stock granted hereby are 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. The Award Recipient acknowledges that a copy of the
Plan and the prospectus summarizing the Plan was distributed or made available
to the Award Recipient and that the Award Recipient was advised to review such
materials prior to entering into this Agreement. The Award Recipient waives the
right to claim that the provisions of the Plan are not binding upon the Award
Recipient and the Award Recipient's heirs, executors, administrators, legal
representatives and successors.
6.5 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).
6.6 This Agreement shall be governed by and construed in accordance
with the laws of the State of Louisiana.
6.7 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, the Award Recipient
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.
6.8 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, corporate
resolutions, memorandums, 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
duly executed and delivered on the day and year first above written.
CENTURYTEL, INC.
By:
---------------------------------
Name:
Title:
---------------------------------
{Insert name}
Award Recipient
