EXHIBIT 99(B)
TCA CABLE TV, INC.
INCENTIVE STOCK OPTION AGREEMENT
DATE: DECEMBER 13, 1995
TO: Xxxxxx X. Xxxxxx
000 X. Xxxxx
Xxxxx, Xxxxx 00000
Dear Xx. Xxxxxx:
This will constitute the Agreement made today between you and TCA Cable TV,
Inc. (the "Company") with respect to the stock option discussed herein, pursuant
and subject in all respects to the Company's Amended and Restated Incentive
Stock Option Plan (the "Plan").
1. The Company hereby grants you an option to purchase from the Company up
to a total of 14,540 shares of common stock of the Company, $.10 par value per
share, at a price per share of $30.25. The number of shares covered by the
foregoing option is subject to adjustment as provided in the Plan.
2. Said option may be exercised upon the terms and conditions of said Plan,
and of this Agreement, and not otherwise. It may be exercised from time to time,
in whole or in part, while it remains in force, but may not be exercised after
the expiration of seven years from this date.
In any case, said option may not be exercised prior to December 13,
1996. Thereafter, the option shall be exercisable only as follows:
(a) During the period of December 13, 1996 to December 13, 1997, the
option may be exercised to the extent of 25 percent of the aggregate number of
shares originally covered by the option.
(b) During each of the next three successive twelve-month periods, the
first period beginning two years from the date of this Agreement, the second
such period beginning three years from such date, and the third such period
beginning four years from such date, the option may be exercised to the extent
of an additional 25 percent of the aggregate number of shares originally covered
by the option, and to the extent the right to exercise the option theretofore
has accrued and has not been exercised.
(c) At any time after December 13, 1999 (four years from the date of
this Agreement), the option shall be exercisable in full except to the extent it
theretofore shall have been exercised.
Stock Option Agreement Page 2
3. Nothing herein contained shall obligate the Company or any subsidiary of
the Company to continue the employment for any particular period or on any
particular basis of compensation, or constitute a request or consent to postpone
the retirement date of any employee.
4. You agree that each notice of the exercise of this option, in whole or
in part, shall include a representation that the shares being purchased are not
being acquired with a view to distribution thereof, and that unless a
registration statement under the Securities Act of 1933, as amended, and the
regulations of the Securities and Exchange Commission shall be in effect as to
shares, none of such shares shall be disposed of without prior approval by the
Company, except through transactions not involving a "distribution" within the
meaning of said Act and regulations.
5. This option is not assignable or transferable by you other than by will
or the laws of descent and distribution. During your lifetime, this option may
only be exercised by you.
6. The option shall expire seven years after the date of the Agreement but
in no event later than three months after you cease to be an employee of the
Company (one year in the case of termination of employment by reason of
disability), whichever occurs first. However, in the event of your death while
you are an employee or within three months of termination of your employment,
this option shall be exercisable to the extent that it was exercisable at the
date of death by the person or persons to whom your rights pass by will or by
the laws of descent and distribution at any time prior to the expiration date of
this option or prior to one year after the date of death, whichever is earlier.
7. This agreement is subject to all terms, conditions, limitations and
restrictions contained in the Plan. It is understood that you shall not have any
of the rights of a shareholder with respect to any of the shares optioned under
this Agreement until such shares are actually paid for and issued to you.
8. It is agreed that if the optionee shall dispose of any of the shares
purchased pursuant to the option hereby granted within the two-year period
beginning on this date, or within the one-year period beginning on the date of
the issue of shares to him, then in order to provide the Company with the
opportunity to claim the benefit of any income tax deduction which may be
available to it under the circumstances, the optionee shall promptly notify the
Company of the dates of acquisition and disposition of such shares, the number
of shares so disposed of, and the consideration, if any, received for such
shares.
9. It is expressly understood and agreed that you assume all risks incident
to any change hereafter in the applicable laws or regulations or incident to any
change in the market value of the stock after the exercise of this option in
whole or in part.
Stock Option Agreement Page 3
To confirm your agreement with the foregoing, kindly sign and return one
copy of this letter immediately.
Very truly yours,
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Chairman, Compensation Committee
Board of Directors
TCA Cable TV, Inc.
OPTIONEE:
/s/ XXXXXX X. XXXXXX
----------------------------
Xxxxxx X. Xxxxxx
