EXHIBIT 10.2
CT COMMUNICATIONS, INC.
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
INCENTIVE 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: $_____.___ (AT LEAST 100% OF FAIR MARKET VALUE)
Vesting Start Date: _________________, ____
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
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION This option is intended to be an incentive stock
option under Section 422 of the Internal Revenue Code
and will be interpreted accordingly. If you cease to
be an employee of the Company, its parent or a
subsidiary ("Employee") but continue to provide
Service, this option will be deemed a nonstatutory
stock option three months after you cease to be an
Employee. In addition, to the extent that all or part
of this option exceeds the $100,000 rule of section
422(d) of the Internal Revenue Code, this option or
the lesser excess part will be deemed to be a
nonstatutory stock option.
VESTING This option is only exercisable before it expires and
then only with respect to the vested portion of the
option. Subject to the preceding sentence, you may
exercise this option, in whole or in part, to
purchase a whole number of vested shares not less
than 100 shares, unless the number of shares
purchased is the total number available for purchase
under the option, by following the procedures set
forth in the Plan and below in this Agreement.
Your right to purchase shares of Stock under this
option vests as to one-fourth (1/4) of the total
number of shares covered by this option, as shown on
the cover sheet, on each of the first four (4) one
year anniversaries of the Vesting Start Date,
provided you continue in Service on the relevant
anniversary date. The resulting aggregate number of
vested shares will be rounded to the nearest whole
number, and you cannot vest in more than the number
of shares covered by this option.
No additional shares of Stock will vest after your
Service has terminated for any reason.
TERM Your option will expire in any event at the close of
business at Company headquarters on the day before
the 10th anniversary of the Grant Date, as shown on
the cover sheet. Your option will expire earlier if
your Service terminates, as described below.
REGULAR TERMINATION If your Service terminates for any reason, other than
death, Disability or Retirement, then the unvested
portion of your option will expire immediately and
the vested portion of your option will expire at the
close of business at Company headquarters on the 90th
day after your termination date.
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DEATH, OR DISABILITY, If your Service terminates because of your death,
RETIREMENT Disability, or Retirement (as defined below), then
your option will become 100% vested on your date of
termination of Service and will expire at the close
of business at Company headquarters on the date
twenty four (24) months after the date of your
termination of Service. During that twenty four month
period, you, or your estate or heirs in the case of
your death, may exercise your option. Notwithstanding
the foregoing, in no event may your option be
exercised on or after the 10th anniversary of the
Grant Date. For purposes of this Agreement,
"Retirement" means a termination of Service
determined by the Board in its sole discretion to be
a "Retirement."
LEAVES OF ABSENCE For purposes of this option, your Service does not
terminate when you go on a bona fide employee leave
of absence that was approved by the Company in
writing, if the terms of the leave provide for
continued Service crediting, or when continued
Service crediting is required by applicable law.
However, your Service will be treated as terminating
90 days after you went on employee leave, unless your
right to return to active work is guaranteed by law
or by a contract. Your Service terminates in any
event when the approved leave ends unless you
immediately return to active employee work.
The Company determines, in its sole discretion, which
leaves count for this purpose, and when your Service
terminates for all purposes under the Plan.
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
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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.
WITHHOLDING TAXES You will not be allowed to exercise this option
unless you make acceptable arrangements to pay any
withholding or other taxes that may be due as a
result of the option exercise or sale of Stock
acquired under this option. In the event that the
Company determines that any federal, state, local or
foreign tax or withholding payment is required
relating to the exercise or sale 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.
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.
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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.
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.
CERTAIN DISPOSITIONS If you sell or otherwise dispose of Stock acquired
pursuant to the exercise of this option sooner than
the one year anniversary of the date you acquired the
Stock, then you agree to notify the Company in
writing of the date of sale or disposition, the
number of shares of Stock sold or disposed of and the
sale price per share within 30 days of such sale or
disposition.
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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