Exhibit 10f
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AMERITECH CORPORATION
1999
STOCK OPTION AGREEMENT
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Participant: ______________________________
Number of Shares of Common Stock:_____________
Option Price: ______________________________
Date of Agreement:____________________________
Option Becomes Exercisable:
No. of Shares
Date Exercisable
Prior to _______________ None
On _______________ ____________
On _______________ ____________
On _______________ ____________
Option Term Expiration Date: _________________
1. Grant. In accordance with, and subject to, the provisions of
the Ameritech Corporation Long-Term Stock Incentive Plan (the "Plan"),
Ameritech Corporation, a Delaware corporation (the "Company"), hereby
grants to the above-named participant (the "Participant") a Non-
Qualified Stock Option to purchase the number of shares of Common Stock
of the Company set forth above (the "Option Shares") at a price per
share equal to the option price set forth above (the "Option Price").
2. Exercisability. (a) General. Except as otherwise provided
in this paragraph 2, the Non-Qualified Stock Option granted by this
Agreement (this "Option") shall first become exercisable on the date or
dates set forth above as to the respective number of Option Shares set
forth opposite each such date.
(b) Acceleration upon Change in Control. This Option shall
become exercisable as to all of the Option Shares upon the occurrence
of a Change in Control (as defined in the Plan).
3. Term and Termination of Option. (a) Normal Option
Expiration. Unless terminated earlier pursuant to any of the following
provisions of this paragraph 3 or paragraph 6 of this Agreement, this
Option shall expire on the date shown above as the Option Term
Expiration Date (the "Option Term Expiration Date").
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(b) Retirement. If the Participant's employment terminates by
reason of any Retirement (as defined below) which constitutes a
Qualifying Retirement (as defined below), then (i) any portion of this
Option which is either exercisable as of the date of the Participant's
Qualifying Retirement, or which will become exercisable, pursuant to
the regular exercisability schedule for this Option set forth above,
within 120 days following the date of the Participant's Qualifying
Retirement shall terminate on the earlier of (A) the Option Term
Expiration Date, or (B) if the Participant is not in Corporate Resource
grade 5 (CR5) or equivalent or higher at such date of Qualifying
Retirement, five years after the date of the Participant's Qualifying
Retirement, and (ii) the balance of this Option as to all remaining
Option Shares shall terminate as of the date of the Participant's
Qualifying Retirement. For purposes of this paragraph 3(b),
"Retirement" shall mean any employment termination by reason of
retirement which occurs either (I) on or after the date on which the
Participant reaches age 65 or, if later, the fourth anniversary of the
date the Participant commenced participation in the Ameritech
Management Pension Plan ("Normal Retirement") or (II) under the
Ameritech Management Pension Plan, with the Company's approval, on or
after the date on which the Participant's combined age and service (in
years and months) while participating in the Ameritech Management
Pension Plan (or the Ameritech Pension Plan if the Participant
previously accrued a benefit under the Ameritech Pension Plan for which
eligibility was transferred to the Ameritech Management Pension Plan)
equals 75 ("Approved Early Retirement" and, together with Normal
Retirement, "Retirement"). For purposes of this paragraph 3(b),
"Qualifying Retirement" means any Retirement which occurs on or after
[December 31, 19 or the first anniversary of the date of this
Agreement]. Any portion of this Option which is not exercisable as of
the date of the Participant's Qualifying Retirement, but would become
so within 120 days following such date, will first become exercisable
on the normal exercisability date therefor set forth above, in
accordance with paragraph 2(a) hereof.
(c) Resignation or Certain Other Non-Cause Terminations of
Employment. If the Participant's employment by the Company and its
subsidiaries terminates voluntarily (for example, upon the
Participant's resignation) or involuntarily for any reason or under any
circumstances other than those covered by paragraphs 3(b), 3(d), 3(e)
or 3(f) hereof, this Option shall terminate (i) on the date which is 30
days after the date of such employment termination, but in no event
after the Option Term Expiration Date, as to the portion of this Option
which is exercisable as of the date of such employment termination, and
(ii) upon such employment termination, as to any and all remaining
Option Shares for which this Option is not exercisable as of such time.
(d) Employment Termination Without Cause Following Change in
Control. If the Participant's employment by the Company and
subsidiaries is involuntarily terminated without Cause (as defined
below) during the portion of the calendar year which remains following
a Change in Control or the two immediately subsequent calendar years,
the Participant may exercise this Option at any time during the five
years commencing on the date of Participant's termination of employment
(or, if less, the period remaining on the original term of this
Option). Solely for purposes of the preceding sentence, the term
"Cause" means the Participant's willfully engaging in conduct
materially injurious to the Company or any subsidiary or the willful
and continual failure by the Participant to substantially perform the
duties assigned to the Participant (other than any failure resulting
from the Participant's incapacity due to physical injury or illness or
mental illness), which failure has not been corrected by the
Participant within 30 days after receipt of a written notice from the
Chief Executive Officer or Board of Directors of the Participant's
employer (or, if the Participant's employer does not have a Board of
Directors and is managed by its shareholder or shareholders, then from
such shareholder or shareholders owning a majority of the voting stock
of the Participant's employer) specifying the manner in which the
Participant has failed to perform such duties. No act, or failure to
act, by the Participant shall be deemed "willful"
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unless done, or omitted to be done, not in good faith and without
reasonable belief that such action or omission was in the best
interest of the Company and its subsidiaries.
(e) Termination of Employment for Cause. If the Participant's
employment by the Company and its subsidiaries is terminated for cause
(as determined by the Company, in its sole judgment) prior to the
Option Term Expiration Date, this Option shall terminate upon such
employment termination as to any and all Option Shares then remaining
subject to this Option.
(f) Employment Termination due to Participant's Death or Long-
Term Disability. The portion of this Option which is exercisable as of
the date on which the Participant's employment is terminated by reason
of the Participant's death or disability shall terminate on the earlier
of (i) the Option Term Expiration Date or (ii) one year after the date
of such employment termination by death or disability.
4. Manner of Exercise. This Option may be exercised, in whole
or in part, (a) in the case of "cashless exercises" (including so-
called "sell enough to cover" transactions), by providing such notice
as may be required by the "cashless exercise" procedures established by
the Committee (as defined in the Plan) from time to time and then in
effect, and (b) as to all other forms of option exercise, by filing a
written notice (in the form attached hereto) with the person then
designated by the Company as the appropriate Stock Option Administrator
with respect to the Participant, in either case prior to the date this
Option expires or earlier terminates. Such notice shall specify the
number of shares of Common Stock with respect to which this Option is
being exercised. Unless shares (or a portion of the proceeds, in the
case of a cashless exercise) are retained in satisfaction of applicable
income and employment tax withholding, 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 FICA taxes
and federal, state, and local income taxes. Payment of the Option
Price shall be by cash, by certified or cashier's check payable to the
Company, by delivery or attestation of ownership 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. Non-Transferability. This Option is not transferable except,
upon the Participant's death, either to a beneficiary or beneficiaries
previously designated by the Participant in accordance with procedures
established from time to time by the Committee (a "Designated
Beneficiary") or, if there is no such Designated Beneficiary, by will
or the laws of descent and distribution. This Option may be exercised
during the lifetime of the Participant only by the Participant and
after the death of the Participant by a Designated Beneficiary or, if
there is no such Designated Beneficiary, by the legal representative of
the estate of the Participant.
6. Forfeiture for Certain Participant Actions. Notwithstanding
any other provision of this Agreement, this Option shall terminate
immediately and the Participant shall forfeit all rights hereunder if
the Participant, without the consent of the Company, either (i) becomes
associated with, is employed by, renders services to or owns more than
two percent (2%) of the stock of any business that competes with the
Company or any of its subsidiaries or affiliates in any market in which
the Company or any such subsidiary or affiliate then does business, or
(ii) divulges or appropriates to the Participant's own use or to the
use of any other person any secret or confidential information or
knowledge pertaining to the business of the Company or any of its
subsidiaries or affiliates obtained by the Participant while employed
by any of them.
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7. No Collateral Rights. 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 Company Common Stock
actually delivered upon any exercise of this Option, confer any rights
as a stockholder upon the holder hereof or any other person.
8. Administration. The authority to manage and control the
operation and administration of this Agreement shall be vested in the
Committee or its delegates (subject to the discretionary assumption of
such authority by the Company's Board of Directors, as provided in the
Plan), and the Committee shall have the same powers and authority with
respect to this Agreement as it has with respect to the Plan. Any
interpretation of this Agreement by the Committee and any decision made
by it with respect to this Agreement shall be final and binding with
respect to the Participant and all other persons.
9. Relationship to the Plan. This Agreement may contain terms
which are in addition to or supplement the terms of the Plan, but the
terms of this Agreement shall be subject to the terms of the Plan.
This Agreement also is subject to all interpretations, amendments,
rules and regulations adopted by the Committee from time to time
pursuant to the Plan.
10. Miscellaneous. The headings of this Agreement are included
for convenience of reference only, and shall not be used in
interpreting this Agreement. Any notices provided for in this
Agreement or in the Plan shall be in writing and shall be given by hand
delivery, facsimile, overnight courier or postage paid, first class
mail. Any notices shall be directed (a) if to the Participant, to the
Participant's address as then reflected on the Company's records, and
(b) if to the Company, to the person then designated by the Company as
the appropriate Stock Option Administrator with respect to the
Participant or to such other persons and in accordance with such other
procedures as the Committee from time to time may establish.
AMERITECH CORPORATION
By:_______________________
Its Corporate Secretary