CenturyTel Letterhead] THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. May 7, 2004 FORM OF STOCK OPTION AGREEMENT UNDER THE CENTURYTEL, INC.
Exhibit
10.2(d)(iii)
[CenturyTel
Letterhead]
THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT
HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
May
7,
2004
FORM
OF
UNDER
THE CENTURYTEL, INC.
2002
DIRECTORS STOCK OPTION PLAN
[Name
and Address of Recipient]
|
Re:
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Option
to purchase 6,000 shares of Common Stock of CenturyTel, Inc. at $29.70
per
share granted on May 7, 2004.
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Dear
________________:
In
consideration of your agreement to serve on the Board of Directors of
CenturyTel, Inc. (the “Company”), on May 7, 2004 you were granted an option (the
“Option”) to purchase of 6,000 shares of common stock of the Company, $1.00 par
value per share (the “Common Stock”), under the CenturyTel, Inc. 2002 Directors
Stock Option Plan (the “Plan”), subject to all of the terms and conditions set
forth in the Plan. You hereby acknowledge that the Company has previously
furnished you with a copy of the Plan and the Memorandum/Prospectus for the
Plan.
The
Option exercise price is $29.70 per share (the Fair Market Value of a share
of
Common Stock on the date of grant) payable in full at the time of exercise,
either in the form of cash, check, Common Stock held for six months (unless
otherwise permitted by the Compensation Committee) or through a broker-assisted
exercise, as described in the Plan. Under the terms of the Plan, your Option
becomes exercisable beginning on May 7, 2005 and expires on May 7, 2014 unless
it terminates earlier under the circumstances described in Sections 6.5 and
8.3
of the Plan. Appropriate adjustments will 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 7 of the Plan. When you wish to exercise
an Option, in whole or in part, please refer to the provisions of the Plan
dealing with the procedures for exercise.
Upon
exercise of your Option you will receive one preference share purchase right
for
each share of Common Stock issued. These rights are described in more detail
in
the Memorandum/Prospectus for the Plan.
The
Options granted hereby are non-qualified stock options and shall not be treated
as Incentive Stock Options under Section 422 of the Internal Revenue Code of
1986, as amended.
In
the
event any provision of this agreement conflicts with the provisions of the
Plan,
the Plan shall control.
Please
indicate your acceptance of this Option and your agreement to comply with the
provisions of the Plan and Memorandum/Prospectus for the Plan by signing and
returning the enclosed copy of this agreement to the Company.
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Sincerely,
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CENTURYTEL,
INC.
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By: _______________________
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▇▇▇▇
▇. Post, III
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President
and Chief Executive Officer
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ACCEPTED
as of the date hereof.
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Optionee
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