EXHIBIT 10.4
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE
CENTURY TELEPHONE ENTERPRISES, INC.
1995 INCENTIVE COMPENSATION PLAN
THIS AGREEMENT is entered into as of February 24, 1997 by and between
Century Telephone Enterprises, Inc., a Louisiana corporation ("Century"),
and _____________ ("Optionee").
WHEREAS Optionee is a key employee of Century or one of its subsidiaries
(collectively, the "Company") and Century considers it desirable and in its best
interest that Optionee be given an inducement to acquire a proprietary interest
in Century and an incentive to advance the interests of Century by possessing an
option to purchase shares of the common stock, $1.00 par value per share, of
Century (the "Common Stock") under the Century Telephone Enterprises, Inc. 1995
Incentive Compensation Plan (the "Plan"), which was adopted by the Compensation
Committee of the Board of Directors of Century (the "Committee") on February 19,
1995, ratified by the Board of Directors of Century on February 21, 1995, and
approved by the shareholders at Century's 1995 Annual Meeting of Shareholders;
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
1.
Grant of Option
1.01 Century hereby grants to Optionee effective February 24, 1997 (the
"Date of Grant") the right, privilege and option to purchase ______ shares of
Common Stock (the "Option") at an exercise price of $30.375 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 Section 2.02 hereof, the
Optionee shall be entitled to exercise the Option as follows:
With respect to 1/3 of the Beginning February 24, 1997
shares covered by the Option
With respect to 2/3 of the Beginning February 24, 1998
shares covered by the Option,
less any shares previously
issued;
With respect to all of the Beginning February 24, 1999
shares covered by the Option,
less any shares previously
issued;
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 if (a.) Optionee dies while he is employed
by the Company, (b.) Optionee becomes disabled within the meaning of Section
22(e)(3) of the Code ("Disability") while he is employed by the Company, (c.)
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 guardian or 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 evolves from him by reason of his death within two
years after the date of his Disability or death; provided, however, that no
Option may be exercised later than ten years after the Date of Grant.
4.
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 the Company and the Rights Agent named therein, (the "Rights
Agreement") or any successor rights agreement, then the Option shall
automatically be
converted into the right to receive, upon payment of the exercise price, one
Right for each share of Common Stock received upon exercise of the Option.
5.
Additional Conditions
Anything in this Agreement to the contrary notwithstanding, if at any time
Century 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 Century. Century 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.
6.
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
Century to terminate Optionee's employment relationship with the Company at any
time.
7.
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.
8.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
9.
Inconsistent Provisions
The Option granted hereby is subject to the provisions of the Plan. If any
provision of this Agreement conflicts with a provision of the Plan, the Plan
provision shall control.
10.
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.
11.
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.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CENTURY TELEPHONE ENTERPRISES, INC.
By: ________________________________
▇▇▇▇ ▇. Post, III, President and
Chief Executive Officer
________________________________
Name
Optionee