Exhibit 10k-4
AMERITECH CORPORATION
1997 STOCK OPTION AGREEMENT
Date of Agreement: January 14, 1997
1. In accordance with, and subject to, the provisions of the Ameritech 1989
Long Term 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 $58.94 (the "Option Price").
3. The Non-Qualified Stock Option granted by this Agreement shall
become exercisable as follows:
(i) on and after January 14, 1998 as to______________ shares;
(ii) on and after January 14, 1999 as to______________ shares; and
(iii) on and after January 14, 2000 as to______________ shares.
Such Non-Qualified Stock Option shall become exercisable as to all of 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 after December 31, 1997. 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. 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 Corporate Resource grade 5 (CR5) or higher at such retirement date.
4. 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
I-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.
5. 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 beneficiary in accordance with the provisions of the Plan.
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
-----------------------
Its Corporate Secretary
2
AMERITECH CORPORATION
1997 STOCK OPTION WITH DIVIDEND EQUIVALENTS AGREEMENT
Date of Agreement: January 14, 1997
1. Ameritech Corporation, a Delaware corporation (the "Company"), hereby
grants to__________________________( the "Participant") a Non-Qualified Stock
Option in accordance with, and subject to the provisions of, the 1989 Long
Term Incentive Plan (the "Plan") to purchase____shares of the Company's Common
Stock at the price per share of $58.94 (the average of the high and low trading
prices for the Company's Common Stock in the New York Stock Exchange-Composite
Transactions on January 14, 1997)(the "Option Price").
2. Such Non-Qualified Stock Option shall become exercisable in three
installments as follows:
(i) on and after January 14, 1998 as to______________ shares;
(ii) on and after January 14, 1999 as to______________ shares; and
(iii) on and after January 14, 2000 as to______________ shares.
Such Non-Qualified Stock Option shall become exercisable as to all of 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") on or after December 31,
1997. Notwithstanding the foregoing, such Non-Qualified Stock Option shall be
exercisable only at such time or times as the Fair Market Value (as defined in
the Plan) exceeds the Option Price. 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, (i) on the date the
Participant's employment by the Company and its subsidiaries is terminated as to
all shares then subject to such Non-Qualified Stock Option if such termination
is for cause and in any event as to the portion of such Non-Qualified Stock
Option which is not exercisable as of such date of termination and (ii) 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 as to the
portion of such Non-Qualified Stock Option which is exercisable as of such date
of termination. 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 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 Corporate
Resource 5 (CR5) or equivalent or higher at such retirement date.
3. As of each date (a "Record Date") on which a record of the Company's
shareowners is taken, on or before the earlier of January 14, 2002 or the date
the Participant's employment by the Company and its subsidiaries is terminated
for any reason other than Retirement, for the purpose of payment of a cash
dividend on the Company's Common Stock, there shall be credited to an account
maintained for the Participant a number of stock units ("Stock Units")
determined by dividing the aggregate amount of the cash dividend that would have
been paid on the shares then subject to the option ("Shares") and the Stock
Units then in the Participant's account if such shares and Stock Units had been
issued and outstanding on the Record Date by the average of the Fair Market
Values (as defined in the Plan) on the first and last trading days of the
calendar quarter immediately preceding the payment date of the dividends for
such Record Date, such Stock Units to be distributed to the Participant in the
form of shares of the Company's Common Stock as follows: on the first day of
the second month of each calendar quarter (the "Interim Distribution Date"),
there shall be distributed to the Participant (each an "Interim Distribution") a
number of Stock Units equal to the number of Stock Units then credited to the
Participant's account multiplied by the result obtained by subtracting from one
(1) a fraction, the numerator of which shall be the number of Shares as to which
Stock Units were credited to the Participant's account on the immediately
preceding Record Date and the denominator of which shall be the number of Shares
as to which Stock Units were credited to the Participant's account on the Record
Date immediately preceding the Record Date used to determine the numerator of
such fraction, provided that if the Fair Market Value of the Company's Common
Stock is equal to or less than the Option Price on such Interim Distribution
Date, such distribution shall not be made until the next Interim Distribution
Date (if any) on which the Fair Market Value of the Company's Common Stock
exceeds the Option Price. To the extent not theretofore distributed, all Stock
Units credited to the Participant's account as of January 14, 2002 shall be
distributed to the Participant (the "Final Distribution") as soon as practicable
after January 14, 2002 if the Fair Market Value of the Company's Common Stock
exceeds the Option Price on such date, and if not then on the first day of each
succeeding calendar quarter (i.e., April 1, July 1, October 1 and January 1) or
on January 15, 2007 if the Fair Market Value on such date exceeds the Option
Price, and provided further that the Participant may elect to defer the Final
Distribution of Stock Units under the Corporate Resource Deferral Plan (the
"Deferral Plan") by filing an election therefor in the manner and within the
time prescribed by rules established from time to time by the administrator of
the Deferral Plan. In the event the Participant's employment by the Company and
its subsidiaries is terminated, all accrued Stock Units shall immediately be
cancelled if such termination is for cause. If such termination is not for
cause, the number of Stock Units in the Participant's account as of the date of
termination shall be multiplied by a fraction, the numerator of which shall be
the number of shares as to which the Non-Qualified Stock Option is exercisable
as of the date of such termination and the denominator of which shall be the
total number of shares then subject to such Non-Qualified Stock Option (whether
or not then exercisable). The number of Stock Units in the Participant's
account in excess of the number resulting from such multiplication (if any)
shall be cancelled. The number of Stock Units remaining in the Participant's
account after such cancellation (if any) shall remain subject to this Agreement
and be available for Interim Distributions and the Final Distribution in
accordance with and subject to the terms hereof for (i) 120 days after the date
of termination of Participant's employment if such termination is for any reason
other than Retirement, death, or disability, (ii) one year and 120 days after
the date of a termination by death or disability and (iii) ten years and one day
from the date of this Agreement if such termination is by reason of Retirement
or (if earlier) five years after Participant's retirement date if the
Participant is not in Corporate Resource grade 5 (CR5) or equivalent or higher
at such retirement date.
4. 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
I-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. Subject to the provisions of the
following sentence, payment shall be by cash, certified or cashier's check
payable to the Company or by compliance with the "cashless exercise" procedures
established by the Committee. To the extent permitted by rules established by
the Committee and in effect at the time of notice of exercise is given, all or a
portion of such required amount may be paid by delivery of shares of Common
Stock having an aggregate fair market value which is equal to the amount of cash
which would otherwise be required.
5. 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 beneficiary in accordance with the provisions of the Plan.
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
------------------------
Its Corporate Secretary
