Exhibit 10.2(d)(ii)
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED
CENTURYTEL, INC.
2000 INCENTIVE COMPENSATION PLAN
(February 25, 2002 Grants)
THIS AGREEMENT is entered into as of February 25, 2002 by and between
CenturyTel, Inc., a Louisiana corporation ("CenturyTel"), and __________________
("Optionee").
WHEREAS Optionee is a key employee of CenturyTel or one of its
subsidiaries (collectively, the "Company") and CenturyTel considers it desirable
and in its best interest that Optionee be given an incentive to advance the
interests of CenturyTel by possessing an option to purchase shares of the common
stock, $1.00 par value per share, of CenturyTel (the "Common Stock") under the
Amended and Restated CenturyTel, Inc. 2000 Incentive Compensation Plan (the
"Plan"), which was approved by the Board of Directors of CenturyTel on February
22, 2000, approved by the shareholders at CenturyTel's 2000 Annual Meeting of
Shareholders and amended and restated by the Board of Directors on May 23, 2000;
NOW, THEREFORE, in consideration of the premises, it is agreed as
follows:
1.
Grant of Option
1.01 CenturyTel hereby grants to Optionee effective February 25, 2002
(the "Date of Grant") the right, privilege and option to purchase __________
shares of Common Stock (the "Option") at an exercise price of $32.99 per share.
1.02 The Option is a non-qualified stock option and shall not be
treated as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
2.
Time of Exercise
2.01 Subject to the provisions of the Plan and the other provisions of
this Agreement, the Optionee shall be entitled to exercise the Option as
follows:
With respect to 1/3 of the shares
covered by the Option......... beginning February 25, 2003
With respect to 2/3 of the shares
covered by the Option, less any
shares previously issued...... beginning February 25, 2004
With respect to all of the shares
covered by the Option, less any
shares previously issued...... beginning February 25, 2005.
The Option shall expire and may not be exercised later than ten years after the
Date of Grant.
2.02 Notwithstanding the foregoing, the Option shall become
accelerated and immediately exercisable in full (a) if Optionee dies while he
is employed by the Company, (b) if Optionee becomes disabled within the meaning
of Section 22(e)(3) of the Code ("Disability") while he is employed by the
Company, (c) if Optionee retires from employment with the Company on or after
attaining the age of 55 ("Retirement") or (d) pursuant to the provisions of
the Plan.
3.
Conditions for Exercise of Option
During Optionee's lifetime, the Option may be exercised only by him
or by his legal representative. The Option must be exercised while Optionee is
employed by the Company, or, to the extent exercisable at the time of
termination of employment, within 190 days of the date on which he ceases to
be an employee, except that (a) if he ceases to be an employee because of
Retirement, the Option may be exercised within three years from the date on
which he ceases to be an employee, (b) if an Optionee's employment is
terminated for cause, the unexercised portion of the Option is immediately
terminated, and (c) in the event of Optionee's Disability or death, the
Option may be exercised by the Optionee or, in the case of death, by his estate
or by the person to whom such right devolves from him by reason of his death
within two years after the date of his Disability or death; provided, however,
that the Option and all option gain, as defined in Section 4.01, shall at all
times be subject to the forfeiture provisions of Section 4 hereof; and provided
further that no Option may be exercised later than ten years after the Date
of Grant.
4.
Forfeiture of Option and Option Gain
4.01 If, at any time during Optionee's employment by the Company or
within 18 months after termination of employment, Optionee engages in any
activity in competition with any activity of the Company, or inimical, contrary
or harmful to the interests of the Company, including, but not limited to: (a)
conduct relating to Optionee's employment for which either criminal or civil
penalties against Optionee may be sought, (b) conduct or activity that results
in termination of Optionee's employment for cause, (c) violation of Company
policies, including, without limitation, the Company's xxxxxxx xxxxxxx policy,
(d) accepting employment with, acquiring a 5% or more equity or participation
interest in, serving as a consultant, advisor, director or agent of, directly or
indirectly soliciting or recruiting any employee of the Company who was employed
at any time during Optionee's tenure with the Company, or otherwise assisting in
any other capacity or manner any company or enterprise that is directly or
indirectly in competition with or acting against the interests of the Company or
any of its lines of business (a "competitor"), except for (A) any isolated,
sporadic accommodation or assistance provided to a competitor, at its request,
by Optionee during Optionee's tenure with the Company, but only if provided in
the good faith and reasonable belief that such action would benefit the Company
by promoting good business relations with the competitor and would not harm the
Company's interests in any material respect or (B) any other service or
assistance that is provided at the request or with the written permission of the
Company, (e) disclosing or misusing any confidential information or material
concerning the Company, or (f) participating in a hostile takeover attempt, then
(i) the Option shall terminate effective the date on which Optionee engages in
such activity, unless terminated sooner by operation of another term or
condition of this Agreement or the Plan, and (ii) Optionee shall pay in cash to
the Company, without interest, any option gain realized by Optionee from
exercising all or a portion of the Option during the period beginning one year
prior to termination of employment (or one year prior to the date Optionee first
engages in such activity if no termination occurs) and ending on the date on
which the Option terminates. For purposes hereof, "option gain" shall mean the
difference between the closing market price of the Common Stock on the date of
exercise minus the exercise price, multiplied by the number of shares purchased.
4.02 If Optionee owes any amount to the Company under Section 4.01
above, Optionee acknowledges that the Company may deduct such amount from any
amounts the Company owes Optionee from time to time for any reason (including
amounts owed to Optionee as wages or other compensation, fringe benefits, or
vacation pay). Whether or not the Company elects to make any such set-off in
whole or in part, if the Company does not recover by means of set-off the full
amount Optionee owes it, Optionee agrees to pay immediately the unpaid balance
to the Company.
4.03 Optionee may be released from Optionee's obligations under
Sections 4.01 and 4.02 above only if the Committee determines in its sole
discretion that such action is in the best interests of the Company.
5.
Preference Share Purchase Rights
Upon exercise of an Option at a time when preference share purchase
rights to purchase shares of Series BB Participating Cumulative Preference Stock
or other securities or property of the Company (the "Rights" and each a "Right")
remain outstanding pursuant to that certain Rights Agreement dated as of August
27, 1996 between CenturyTel and the Rights Agent named therein, as amended (the
"Rights Agreement"), or any successor rights agreement, then Optionee shall
receive Rights in conjunction with Optionee's receipt of shares of Common Stock
on the terms and conditions of the Rights Agreement.
6.
Additional Conditions
Anything in this Agreement to the contrary notwithstanding, if at any
time CenturyTel further determines, in its sole discretion, that the listing,
registration or qualification (or any updating of any such document) of the
shares of Common Stock issuable pursuant to the exercise of an Option is
necessary on any securities exchange or under any federal or state securities or
blue sky law, or that the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with the
issuance of shares of Common Stock pursuant thereto, or the removal of any
restrictions imposed on such shares, such shares of Common Stock shall not be
issued, in whole or in part, unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to CenturyTel. CenturyTel agrees to promptly take any and all
actions necessary or desirable in order that all shares of Common Stock issuable
hereunder shall be issued as provided herein.
7.
Attorneys' Fees and Expenses
Should any party hereto retain counsel for the purpose of enforcing, or
preventing the breach of, any provision hereof, including, but not limited to,
the institution of any action or proceeding in court to enforce any provision
hereof, to enjoin a breach of any provision of this Agreement, to obtain
specific performance of any provision of this Agreement, to obtain monetary or
liquidated damages for failure to perform any provision of this Agreement, or
for a declaration of such parties' rights or obligations hereunder, or for any
other judicial remedy, then the prevailing party shall be entitled to be
reimbursed by the losing party for all costs and expenses incurred thereby,
including, but not limited to, attorneys' fees (including costs of appeal).
8.
No Contract of Employment Intended
Nothing in this Agreement shall confer upon Optionee any right to
continue in the employment of the Company or to interfere in any way with the
right of the Company to terminate Optionee's employment relationship with the
Company at any time.
9.
Taxes
The Company may make such provisions as it may deem appropriate
for the withholding of any federal, state and local taxes that it determines
are required to be withheld on the exercise of the Option.
10.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, legal
representatives and successors. Without limiting the generality of the
foregoing, whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision appropriately applies to the
heirs, executors, administrators or legal representatives to whom this Option
may be transferred by will or by the laws of descent and distribution, the word
"Optionee" shall be deemed to include such person or persons.
11.
Inconsistent Provisions
Optionee agrees that the Option granted hereby is subject to the
provisions of the Plan as fully as if all such provisions were set forth in
their entirety in this Agreement. If any provision of this Agreement
conflicts with a provision of the Plan, the Plan provision shall control.
Optionee acknowledges that a copy of the Plan was distributed or made
available to Optionee and that Optionee was advised to review such Plan prior to
entering into this Agreement. Optionee waives the right to claim that the
provisions of the Plan are not binding upon Optionee and Optionee's heirs,
executors, representatives and administrators.
12.
Adjustments to Options
Appropriate adjustments shall be made to the number and class of shares
of Common Stock subject to the Option and to the exercise price in certain
situations described in Section 10.6 of the Plan.
13.
Termination of Option
The Committee, in its sole discretion, may terminate the Option.
However, no termination may adversely affect the rights of Optionee to the
extent that the Option is currently exercisable on the date of such termination.
14.
Severability
If any term or provision of this Agreement, or the application thereof
to any person or circumstance, shall at any time or to any extent be invalid,
illegal or unenforceable in any respect as written, Optionee and CenturyTel
intend for any court construing this Agreement to modify or limit such provision
so as to render it valid and enforceable to the fullest extent allowed by law.
Any such provision that is not susceptible of such reformation shall be ignored
so as to not affect any other term or provision hereof, and the remainder of
this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid, illegal or
unenforceable, shall not be affected thereby and each term and provision of this
Agreement shall be valid and enforced to the fullest extent permitted by law.
15.
Entire Agreement; Modification
The Plan and this Agreement contain the entire agreement between the
parties with respect to the subject matter contained herein and may not be
modified, except as provided in the Plan, as it may be amended from time to time
in the manner provided therein, or in this Agreement, as it may be amended from
time to time by a written document signed by each of the parties hereto. Any
oral or written agreements, representations, warranties, written inducements, or
other communications made prior to the execution of the Agreement shall be void
and ineffective for all purposes.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
CENTURYTEL, INC.
By:
-------------------------------
{insert name}
Optionee
