Exhibit 10i
AMERITECH CORPORATION
1997 STOCK OPTION AGREEMENT
AND AGREEMENT NOT TO COMPETE
Date of Agreement: June 18, 1997
1. In accordance with, and subject to, the provisions of the Ameritech
Long Term Stock Incentive Plan ("the Plan"), Ameritech Corporation, a Delaware
corporation (the "Company"), hereby grants to _______________ (the
"Participant") a Non-Qualified Stock Option to purchase _______ shares of Common
Stock of the Company.
2. The option price of each share of Common Stock subject to this
Agreement shall be $70.56 (the "Option Price").
3. The Non-Qualified Stock Option granted by this Agreement shall
become exercisable as follows:
(i) on and after June 18, 2002 as to ______ shares;
(ii) on and after June 18, 2003 as to ______ shares; and
(iii) on and after June 18, 2004 as to ______ shares.
Such Non-Qualified Stock Option shall become exercisable as to all of such
shares if a Change in Control (as defined in the Plan) occurs. Notwithstanding
the foregoing, the Committee (as defined in the Plan) shall have the right, but
no obligation, from time to time to cause such Non-Qualified Stock Option to
become exercisable as to all such shares if the Participant's employment is
terminated by reason of retirement at age 65 (or retirement prior to age 65 with
the Company's approval) under a Company or subsidiary retirement plan
("Retirement"). Such Non-Qualified Stock Option shall expire ten years and one
day after the date of this Agreement, or, subject to the provisions of the
following sentence, if earlier, on the date that is 30 days after the date the
Participant's employment by the Company and its subsidiaries is terminated for
any reason other than cause or on the date the Participant's employment by the
Company and its subsidiaries is terminated for cause. The portion of such
Non-Qualified Stock Option which is exercisable as of the date on which the
Participant's employment is terminated by reason of the Participant's death,
disability, or retirement at age 65 (or retirement prior to age 65 with the
Company's approval) under a Company or subsidiary retirement plan shall
terminate on the earlier of ten years and one day from the date of this
Agreement or one year after the date of termination by death or disability or
five years after the Participant's retirement date if the Participant is not in
the Corporate Resource grade 5 (CR5) or higher at such retirement date.
The Non-Qualified Stock Option may be exercised, in whole or in part, by filing
a written notice (in the form attached hereto) with the Secretary of the Company
at its corporate headquarters prior to the date the Non-Qualified Stock Option
expires. Such notice shall specify the number of shares of Common Stock with
respect to which the option to purchase is being exercised. Unless shares are
retained for the purpose of tax withholding pursuant to paragraph 1-10 of the
Plan, the Participant will, upon request of the Company, submit a check for an
amount equal to the amount required to be withheld by the Company on account of
federal, state, and local taxes. Payment of the Option Price shall be by cash,
by certified or cashier's check payable to the Company, by delivery of shares of
Common Stock having an aggregate fair market value which is equal to the amount
of cash which would be required (unless otherwise provided by rules established
by the Committee from time to time) or by compliance with the "cashless
exercise" procedures established by the Committee.
4. The Non-Qualified Stock Option granted by this Agreement is not
transferable, except by will or the laws of descent and distribution, and may be
exercised during the lifetime of the Participant only by the Participant and
after the death of the Participant by the person or persons designated by the
Participant to be his or her beneficiary in accordance with the provisions of
the Plan.
5. In consideration of the Non-Qualified Stock Option granted by this
Agreement, the Participant agrees that, in the event the Participant's
employment is terminated voluntarily or involuntarily prior to the occurrence of
a Change in Control (as defined in the Plan), the Participant will not compete
with the Company for a period of two years from the date of termination of the
Participant's employment. This Agreement not to compete means that the
Participant will not, directly or indirectly, own, manage, control, participate
in, invest in, permit Participant's name to be used by, act as consultant or
advisor to, render services for, either alone or in association with any other
person, firm, corporation or other entity, or otherwise assist in any manner,
any person or entity that engages in or owns any business that is competitive
with the Company's businesses and the businesses of its subsidiaries or
affiliates. The participant understands and agrees that the Company's
businesses, with which the Participant will not compete as provided in this
Agreement, include all forms of local exchange, wireless, cellular, cable
television, interexchange and international communications, together with
associated or related activities such as classified directory publishing,
information services creation or provision, data service, voice messaging,
security monitoring, and telecommunications equipment or customer premise
equipment sales procurement. The Participant acknowledges that, as a member of
the Company's Management Committee, the Participant works or has contact with
all of the foregoing businesses on a regular basis during Participant's
employment with the Company. Nothing herein shall prohibit the Participant from
becoming a passive owner of not more than 2% of the outstanding stock of any
class of publicly traded securities of a corporation engaged in the businesses
described above, so long as the Participant has no active participation in the
business of such corporation. If a court of competent jurisdiction or other
adjudicating body finds that the
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duration, scope, area, or other restrictions of this paragraph are unreasonable
and unenforceable, and such determination becomes final, the parties agree that
the maximum duration, scope, area and/or other restrictions reasonable under the
circumstances shall be substituted for the stated duration, scope, area or other
restrictions, and the parties hereby empower such court or other body to modify
this paragraph to the extent necessary to comply with existing law and to
enforce this paragraph as so modified. The Participant also agrees that, so long
as a Change in Control (as defined in the Plan) has not occurred, for a period
of two years immediately following termination of the Participant's employment
with the Company, the Participant will not directly or indirectly solicit,
induce, recruit or encourage any of the Company's employees to leave their
employment, or take away such employees, or attempt to solicit, induce recruit,
encourage or take away employees of the Company, either for the Participant's
own account or for any other person or entity. All duties and obligations set
forth herein shall be in addition to and coexistent with the obligations arising
under any agreement executed by the Participant during or prior to the
Participant's employment with the Company or any of its subsidiaries or
affiliates.
6. Nothing herein contained shall confer on the Participant any right
with respect to continuation of employment by the Company or its subsidiaries,
or interfere with the right of the Company or its subsidiaries to terminate at
any time the employment of the Participant or, except as to shares of Common
Stock actually delivered, confer any rights as a stockholder upon the holder
thereof.
AMERITECH CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------------- -----------------------
Participant Its Corporate Secretary
Supplement to Exhibit 10i
A 1997 Stock Option Agreement and Agreement Not to Compete in the preceding form
was executed by each of the following persons, in consideration of an option to
purchase the number of shares of Common Stock of Ameritech Corporation set forth
opposite his name below (each option exercisable as to one-third of the shares
covered by it on the dates specified in the preceding form):
Xxxxx X. Xxxxx 100,000 shares
W. Xxxxxxx Xxxxxxxx 65,000 shares
Xxxx X. Xxxxxxx 130,000 shares
Xxxxxx Xxxxxxxx 100,000 shares
