EXHIBIT 10.4
DIRECTOR OPTION
CT COMMUNICATIONS, INC.
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
CT Communications, Inc., a North Carolina corporation (the "Company"), hereby
grants an option to purchase shares of its common stock, (the "Stock") to the
optionee named below. The terms and conditions of the option 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 Optionee: _________________________________________________
Optionee's Social Security Number: _____-____-_____
Number of Shares Covered by Option: ___
Option Price per Share: $__.__
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.
Optionee:
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(Signature)
Company:
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(Signature)
Title:
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Attachment
This is not a stock certificate or a negotiable instrument.
CT COMMUNICATIONS, INC.
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR
NON-QUALIFIED This option is not intended to be an incentive stock
STOCK OPTION option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly.
VESTING This option is 100% vested as of the Grant Date.
TERM Your option will expire at the close of business at
Company headquarters on the day before the 5th
anniversary of the Grant Date, as shown on the cover
sheet.
TERMINATION OF SERVICE If your Service terminates for any reason, you, or in
AS A DIRECTOR the event of your death your estate or heirs, may
exercise your option during its remaining term.
NOTICE OF EXERCISE When you wish to exercise this option, you must
follow the procedures establishes by the Company and
its agent including filing the proper "Notice of
Election to Exercise Stock Option" form at the
address given on the form. If someone else wants to
exercise this option after your death, that person
must prove to the Company's satisfaction that he or
she is entitled to do so.
FORM OF PAYMENT When you submit your notice of exercise, you must
include payment of the option price for the shares
you are purchasing. Payment may be made in one (or a
combination) of the following forms:
- Cash, your personal check, a cashier's
check, a money order or another cash
equivalent acceptable to the Company.
- Shares of Stock which have already been
owned by you for more than six months and
which are surrendered to the Company. The
value of the shares, determined as of the
effective date of the option exercise, will
be applied to the option price.
- By delivery (on a form prescribed by the
Company) of an irrevocable direction to a
licensed securities broker acceptable to the
Company to sell Stock and to deliver all or
part of the sale proceeds to the Company in
payment of the aggregate option price and
any withholding taxes.
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TRANSFER OF OPTION During your lifetime, only you (or, in the event of
your legal incapacity or incompetency, your guardian
or legal representative) may exercise the option. You
cannot transfer or assign this option. For instance,
you may not sell this option or use it as security
for a loan. If you attempt to do any of these things,
this option will immediately become invalid. You may,
however, dispose of this option in your will or it
may be transferred upon your death by the laws of
descent and distribution.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
notice of exercise from your spouse, nor is the
Company obligated to recognize your spouse's interest
in your option in any other way.
RETENTION RIGHTS Neither your option nor this Agreement give you the
right to be retained by the Company (or any Parent,
Subsidiaries or Affiliates) in any capacity. The
Company (and any Parent, Subsidiaries or Affiliates)
reserve the right to terminate your Service at any
time and for any reason.
SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as a
shareholder of the Company until a certificate for
your option's shares has been issued (or an
appropriate book entry has been made). No adjustments
are made for dividends or other rights if the
applicable record date occurs before your stock
certificate is issued (or an appropriate book entry
has been made), except as described in the Plan.
ADJUSTMENTS In the event of a stock split, a stock dividend or a
similar change in the Stock, the number of shares
covered by this option and the option price per share
shall be adjusted (and rounded down to the nearest
whole number) if required pursuant to the Plan. Your
option 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.
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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 option. Any prior agreements, commitments or
negotiations concerning this option are superseded.
CONSENT TO ELECTRONIC The Company may choose to deliver certain statutory
DELIVERY materials relating to the Plan in electronic form. By
accepting this option grant you agree that the
Company may deliver the Plan prospectus and the
Company's annual report to you in an electronic
format. If at any time you would prefer to receive
paper copies of these documents, as you are entitled
to, the Company would be pleased to provide copies.
Please contact the Company's investor relations
department to request paper copies of these documents
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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