Exhibit 10-rr
2004-NQSO
TERMS AND CONDITIONS
1. General. These Terms and Conditions constitute a part
of the BellSouth Corporation Stock and Incentive Compensation Plan Non-Qualified
Stock Option Agreement (this "Agreement") to which they are attached and apply
to the NQSO granted thereunder.
2. Date Exercisable. The NQSO shall be exercisable at any
time in whole or in part (but if in part, in an amount equal to at least 100
Shares or, if less, the number of Shares remaining to be exercised under this
Agreement) on any business day of BellSouth before the date such option expires
under Section 3 of this Agreement and after the earlier of
(a) the third anniversary of the Grant Date; or
(b) in the event of Optionee's termination of
employment with BellSouth or any Subsidiary or any
employer described in Section 14 (also referred to
herein as a "Subsidiary") prior to the date in (a)
above (i) by reason of (A) death, (B) Disability (as
defined in the Plan) or (C) retirement, provided as a
result of such retirement Optionee is eligible for a
"Service Pension" under the terms of either the
BellSouth Personal Retirement Account Pension Plan or
the BellSouth Supplemental Executive Retirement Plan
(or both), or a retirement pension under any
alternative plan maintained by Optionee's employer
which BellSouth determines to be comparable to such a
Service Pension, and (ii) not for Cause (as defined in
the Plan), the date of such employment termination.
3. Expiration. The NQSO shall expire and Optionee shall
have no further rights under this Agreement on the earlier of
(a) ninety (90) days following the date on which
Optionee's employment with BellSouth or a Subsidiary
terminates for any reason not described in Section 2(b)
of this Agreement and not for Cause, or ninety (90)
days following the date on which Optionee fails to
return to employment in accordance with the terms of a
leave of absence granted to Optionee by BellSouth or a
Subsidiary, whichever is earlier;
(b) the date on which the NQSO has been exercised in
full under this Agreement;
(c) the Expiration Date (not to exceed ten (10) years
following the Grant Date); or
(d) the date on which the Optionee's employment with
BellSouth or a Subsidiary is terminated for Cause.
4. Method of Exercise. The NQSO may be exercised by
properly completing and
actually delivering the applicable written notice of exercise form (the "Notice
of Exercise Form") to BellSouth, together with payment in full of the purchase
price for the Shares the Optionee desires to purchase through such exercise.
Subject to Section 6 of this Agreement, and as provided in the Notice of
Exercise Form, payment may be made in the form of cash or Shares, or a
combination of cash and Shares.
5. Effective Date of Exercise. An exercise under Section 4
shall be effective on the date a properly completed Notice of Exercise Form,
together with payment of the purchase price, is delivered in person or by mail
to, and accepted by, the executive compensation group at BellSouth headquarters,
or as otherwise specified in the Notice of Exercise Form.
6. Value of Stock. Any Shares which are tendered to
BellSouth as payment and any Shares which are transferred by BellSouth shall be
valued at their Fair Market Value, which for this purpose, is defined as the
average of the high and low sales prices on the New York Stock Exchange ("NYSE")
on the date of exercise or, if there are no sales on the date of exercise, the
average of the high and low sales prices on the NYSE on the most recent prior
day on which a Share was sold on the NYSE.
7. Transferability. No rights granted under this Agreement
shall be transferable by Optionee during Optionee's lifetime, and such rights
shall be exercisable during Optionee's lifetime only by Optionee. If Optionee
dies before the expiration of the NQSO as described in Section 3 of this
Agreement, any rights under this Agreement that did not expire prior to
Optionee's death and any rights which arise as a result of Optionee's death
shall be exercisable by Optionee's Beneficiary as determined under the Plan and
such Beneficiary shall be treated as the Optionee under this Agreement upon the
death of Optionee.
8. Employment and Termination. Neither the Plan, this
Agreement nor any related material shall give Optionee the right to continue in
employment by BellSouth or by a Subsidiary or shall adversely affect the right
of BellSouth or a Subsidiary to terminate Optionee's employment with or without
Cause at any time.
9. Stockholder Status. Optionee shall have no rights as a
stockholder with respect to any Shares under this Agreement before the date such
Shares have been duly issued to Optionee, and no adjustment shall be made for
dividends of any kind or description whatsoever or for distributions of other
rights of any kind or description whatsoever respecting such Shares except as
expressly set forth in the Plan.
10. Other Laws. BellSouth shall have the right to refuse
to issue or transfer any Shares under this Agreement if BellSouth, acting in its
absolute discretion, determines that the issuance or transfer of such Shares
might violate any applicable law or regulation or entitle BellSouth to recovery
under Section 16(b) of the Securities Exchange Act of 1934, and any payment
tendered in such event to exercise the NQSO shall be promptly refunded to
Optionee.
11. Exercise Restrictions. BellSouth shall have the right
to restrict or otherwise delay the issuance of any Shares purchased or paid
under this Agreement until the requirements of any applicable laws or
regulations and any stock exchange requirements have been in BellSouth's
judgment satisfied in full. Furthermore, any Shares which are issued as a result
of purchases or payments made under this Agreement shall be issued subject to
such restrictions and conditions on any resale and on any other disposition as
BellSouth shall deem necessary or desirable under any applicable laws or
regulations or in light of any stock exchange requirements.
12. Tax Withholding. BellSouth or a Subsidiary shall
withhold or retain from any payment to Optionee (whether or not such payment is
made pursuant to this Agreement and including any payment which otherwise is due
to be paid in the form of Shares under this Agreement) or take such other action
as is permissible under the Plan which BellSouth or a Subsidiary deems necessary
to satisfy any income or other tax withholding requirements as a result of an
exercise under this Agreement. BellSouth or a Subsidiary shall have the right to
require payment of any such taxes and require that any person furnish
information deemed necessary by BellSouth to meet any tax reporting obligation
before making any payment pursuant to this Agreement.
13. Jurisdiction and Venue. Acceptance of this Agreement
shall be deemed to constitute Optionee's consent to the jurisdiction and venue
of the Superior Court of ▇▇▇▇▇▇ County, Georgia and the United States District
Court for the Northern District of Georgia for all purposes in connection with
any suit, action, or other proceeding relating to this Agreement, including the
enforcement of any rights under this Agreement and any process or notice of
motion in connection with such situation or other proceeding may be serviced by
certified or registered mail or personal service within or without the State of
Georgia, provided a reasonable time for appearance is allowed.
14. Certain Employment Transfers. In the event Optionee is
transferred to any company or business in which BellSouth directly or indirectly
owns an interest but which is not a Subsidiary, then Optionee shall not be
deemed to have terminated his or her employment under this Agreement until such
time, if any, as Optionee terminates employment with such organization and, if
applicable, fails to return to BellSouth or a Subsidiary in accordance with the
terms of Optionee's assignment, or Optionee otherwise fails to meet the terms of
Optionee's assignment, at which time Optionee's deemed termination of employment
shall be treated in the same manner as a termination of employment from
BellSouth or a Subsidiary under Sections 2(b) and 3(b) of this Agreement.
15. Change in Control. The NQSO shall become fully vested
and exercisable upon a Change in Control (as defined in the Plan) and following
such event accordingly shall be exercisable without regard to (i) any dates
otherwise specified in this Agreement and (ii) any conditions specified in this
Agreement for the forfeiture of the NQSO, including any conditions related to
termination of employment, provided that the NQSO in all events shall expire on
the Expiration Date in Section 3(c).
16. Miscellaneous.
(a) Optionee's rights under this Agreement can be
modified, suspended or canceled in accordance with the
terms of the Plan.
(b) This Agreement shall be subject to the provisions,
definitions, terms and conditions set forth in the
Plan, all of which are incorporated by this reference
in this Agreement. Any capitalized terms in this
Agreement, unless specifically defined in this
Agreement, shall have the same meaning assigned to
those terms under the Plan.
(c) The Plan and this Agreement shall be governed by
the laws of the State of Georgia.
(d) The exercise of the NQSO shall not be affected by
the exercise or non-exercise of any other option.
--------------------------------------------------------------------------------
BellSouth Corporation Stock and Incentive Compensation Plan
--------------------------------------------------------------------------------
--------------------- ---------- --------- ------------ ---------------
--------------------- ---------- --------- ------------ ---------------
--------------------- ---------- --------- ------------ ---------------
Granted to (Optionee) Number of Option Price
Social Security No. Grant Date Shares $ Per Share Expiration Date
--------------------- ---------- --------- ------------ ---------------
--------------------- ---------- --------- ------------ ---------------
--------------------- ---------- --------- ------------ ---------------
Non-qualified Stock Option
(Non-Transferable)
A G R E E M E N T
BellSouth Corporation ("BellSouth"), a Georgia corporation, pursuant to action
of its Board of Directors ("Board") and in accordance with the BellSouth
Corporation Stock and Incentive Compensation Plan ("Plan"), hereby grants a
Non-Qualified Stock Option ("NQSO") to the Optionee named above to purchase from
BellSouth the above stated number of shares of BellSouth common stock, $1.00 par
value ("Shares"), at the option price per share ("Option Price") stated above.
The NQSO is subject to the Terms and Conditions which are a part of and are
attached to this Agreement and to the further terms and conditions applicable to
NQSOs set forth in the Plan. The NQSO is granted effective as of the Grant Date
stated above. It shall expire on the Expiration Date stated above, and
accordingly shall not be exercisable on and after that date, subject to its
earlier expiration under Section 3 of the attached Terms and Conditions.
BellSouth Corporation
By:
-----------------------------------------
Authorized Officer