Exhibit 10.5
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 May 22, 1995, 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 the right, privilege and
option to purchase ________ shares of Common Stock (the "Option") at
the following exercise prices:
The exercise price of _______ of the shares
covered by the Option is $32.86;
The exercise price of _______ of the shares
covered by the Option is $36.12;
The exercise price of _______ of the shares
covered by the Option is $39.69.
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 beginning
six months after May 22, 1995 (the "Date of Grant") and ending 10 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 65 or is granted
early retirement by a vote of the Board of Directors ("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 or Disability, the
Option may be exercised, to the extent exercisable at the time of
termination of employment, during the remaining term of the Option,
(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 death, the Option may be exercised, to the
extent exercisable at the time of termination of employment, by his
estate, or by the person to whom such right evolves from him by reason
of his death during the remaining term of the Option; provided,
however, that no Option may be exercised later than 10 years after the
Date of Grant.
4.
Preferred Stock Purchase Rights
If during the period that all or a portion of the Option remains
outstanding, rights to purchase shares of Series AA Junior
Participating Preferred Stock or other securities or property of the
Company (the "Rights" and each a "Right") pursuant to that certain
Amended and Restated Rights Agreement dated as of November 17, 1986
between the Company and the Rights Agent named therein, as amended (the
"Rights Agreement") or any successor rights agreement, become
exercisable and may be traded separately from the Common Stock, 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: ______________________________
Ernest Butler, Jr., Chairman,
Compensation Committee
_____________________________
Optionee