EXHIBIT (10)o
RESTRICTED STOCK AGREEMENT
PACIFIC TELECOM, INC. LONG TERM INCENTIVE PLAN
1994 RESTATEMENT
RESTRICTED STOCK AGREEMENT
__________________________
This Restricted Stock Agreement ("Agreement") is made effective as of
February 4, 1994, between Pacific Telecom, Inc., a Washington corporation (the
"Company") and _________________________ (the "Employee").
In consideration of the agreements set forth below, the Company and the
Employee agree as follows:
1. Stock Award. Pursuant to the Company's Long Term Incentive Plan,
___________
1994 Restatement (the "Plan") and subject to approval of such Plan by the
Company's shareholders at the Company's 1994 annual meeting of shareholders,
the Company hereby awards to the Employee _______________ shares (the "Grant
Shares") of the Company's Common Stock for calendar year 1994 (the "Grant
Year"). The Grant Shares shall be owned by the Employee subject to the terms
and conditions of this Agreement and the Plan, a copy of which has been
provided to the Employee. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Plan. The Company and the
Employee agree that this award shall terminate and supersede any rights to
performance shares associated with the 1993-1996 performance cycle that began
under the Company's Long Term Incentive Plan prior to adoption of the Plan.
The Employee acknowledges that the 1991-1994 performance cycle was terminated
December 14, 1993 and performance awards associated with that cycle were
prorated in accordance with the provisions governing terminations prior to
adoption of the Plan.
2. Shares Purchased on Open Market; Escrow.
_______________________________________
2.1 Market Purchase. As soon as practicable after execution of
_______________
this Agreement by the Company and the Employee, the Company shall pay to
a securities broker or other third party an amount equal to the market
price of the Grant Shares, with instructions to purchase the Grant
Shares on the open market in the Employee's name and to deliver the
certificates representing the Grant Shares into escrow pursuant to
Section 2.2 of this Agreement. For purposes of administrative
convenience, the Company shall have the authority to determine the
number of certificates to be issued in the Employee's name and the
denomination of each certificate.
2.2 Escrow. For purposes of facilitating the enforcement of
______
Sections 3 and 5 of this Agreement, the Grant Shares purchased pursuant
to Section 2.1 shall be delivered to a person or persons designated by
the Company to serve as escrow holder (individually or jointly, as
applicable, the "Escrow Holder"). The Escrow Holder may be an employee
of the Company. Upon delivery into escrow of the certificates
representing the Grant Shares, the Employee shall deliver to the Escrow
Holder duly
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Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
executed stock powers with respect to each certificate. The Escrow
Holder shall hold the certificates and associated stock powers in escrow
and shall release the Grant Shares to the Company or the Employee, as
applicable, only in accordance with Section 7 of this Agreement. The
Employee hereby acknowledges that the Company's designee is appointed as
the Escrow Holder with the foregoing authorities as a material
inducement to make this Agreement and that said appointment is coupled
with an interest and is irrevocable. The Employee agrees that said
Escrow Holder shall not be liable to any party to this Agreement (or to
any other party) for any actions or omissions unless the Escrow Holder
is grossly negligent with respect thereto.
3. Vesting of the Grant Shares; Forfeiture.
_______________________________________
3.1 Definition of "Termination Of Employment". A "Termination
_________________________________________
of Employment" shall be deemed to occur on the date on which the
Employee ceases to be employed on a continuous full time basis by the
Company for any reason or no reason, with or without cause. The
Employee shall not be treated as having a Termination of Employment
during the time Employee is receiving long term disability benefits
provided by the Company, unless the Employee has received formal written
notice of termination.
3.2 Vesting.
_______
(a) Regular Vesting Schedule. 25 percent of the Grant
________________________
Shares shall become non-forfeitable ("Vested") on each succeeding
February 15, starting with the February 15 following the end of
the Grant Year, if the following two conditions are satisfied:
(i) The Employee does not have a Termination of
Employment prior to such February 15; and
(ii) The Employee satisfies the Annual Purchase
Requirement described in Section 4 with respect to the
calendar year that ended on the December 31 immediately
preceding such February 15.
(b) Accelerated Vesting. Any unvested Grant Shares shall
___________________
become fully Vested upon the occurrence of any of the following:
(i) Termination of Employment, as defined in
Section 3.1, within two years after one of the events
described in Sections 8.1, 8.2 or 8.3 of the Plan;
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Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
(ii) January 1 following the death of the Employee;
(iii) January 1 following the Retirement of the
Employee after age 55 and completion of at least 5 "years of
service" within the meaning of the Company's defined
benefit plan; or
(iv) Receipt by the Employee of formal written
notice of termination following the permanent and total
disability of the Employee, which shall mean any medically
determinable physical or mental impairment that renders the
Employee unable to engage in any substantial gainful
activity and can be expected to result in death or which has
lasted or can be expected to last for a continuous period of
not less than 12 months.
3.3 Forfeiture. An Employee shall forfeit to the Company all or
__________
a portion of the Grant Shares upon any of the following:
(a) Termination of Employment. If the Employee has a
_________________________
Termination of Employment that is not described in 3.2(b), the
Employee shall forfeit any portion of the Grant Shares that is not
Vested under 3.2(a).
(b) Failure to Meet Annual Purchase Requirement. If the
___________________________________________
Employee fails to meet the Annual Purchase Requirement described
in Section 4 for a calendar year, the Employee shall forfeit the
Grant Shares that would have become Vested on the February 15
following the end of that year under 3.2(a).
(c) Attempted Transfer of Shares Not Vested. If an
_______________________________________
attempt is made to assign, encumber, pledge or otherwise transfer
any Grant Shares before they are Vested, in violation of Section
5, the Employee shall forfeit all of the Grant Shares with respect
to which the attempt was made.
4. Annual Purchase Requirement.
___________________________
4.1 Definitions.
___________
(a) Target Shares. The term "Target Shares" shall mean
_____________
shares of Pacific Telecom, Inc. Common Stock and PacifiCorp Common
Stock "beneficially owned" by the Employee within the meaning of
Rule 16a-l(a)(2) promulgated under the Securities Exchange Act of
1934. All shares granted under the Plan shall constitute Target
Shares, whether or not Vested.
(b) Base Salary. The term "Base Salary" shall mean, with
___________
respect
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Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
to each calendar year commencing with the Grant Year, the
Employee's annual regular salary as in effect on January 1 of such
calendar year.
(c) Stock Ownership Target. The term "Stock Ownership
______________________
Target" shall mean, with respect to each calendar year commencing
with the Grant Year, a dollar amount equal to _______ times the
Employee's Base Salary for such calendar year.
(d) Annual Purchase Percentage. The term "Annual
__________________________
Purchase Percentage" shall mean, with respect to each calendar
year commencing with the Grant Year, the number equal to the total
value of all of the Target Shares purchased by or at the direction
of the Employee on the open market or under the PacifiCorp K Plus
Employee Savings and Stock Ownership Plan (the "K Plus Plan")
during the calendar year, less the total value of all of the
Target Shares with respect to which the Employee disposed of
beneficial ownership during the calendar year, divided by the
Employee's Base Salary for the calendar year:
Value of Target Value of Target
Annual Shares Purchased - Shares Disposed
Purchase= of
______________________________________________________
Percen-
tage Base Salary
;provided that for purposes of this calculation each Target Share
________
purchased or disposed of during the calendar year shall be valued
at the purchase or disposition price thereof.
(e) Minimum Ownership Target. The term "Minimum Ownership
________________________
Target" shall mean, with respect to each calendar year commencing
with the Grant Year, a dollar amount equal to ________ times the
Employee's Base Salary for such calendar year.
4.2 Annual Purchase Requirement.
___________________________
(a) Valuation. As soon as practicable following January 1
_________
of each of the four calendar years commencing with the Grant Year,
the Company shall conduct a valuation of all the Target Shares
held by the Employee on such January 1. For purposes of this
valuation, each share of Pacific Telecom, Inc. Common Stock shall
be deemed to have a value equal to the average closing price of
such stock as quoted on the NASDAQ National Market over the 20
trading days immediately preceding January 1 of the year
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Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
in which the valuation is being conducted. Each share of
PacifiCorp Common Stock shall be deemed to have a value equal to
the average closing price of such stock on the New York Stock
Exchange over the 20 trading days immediately preceding such
January 1.
(b) Stock Ownership Target Not Met. If the Target Shares
______________________________
held by the Employee as of January 1 of a calendar year, when
valued in accordance with (a), have a value less than the
Employee's Stock Ownership Target for that year, the Employee
shall purchase on the open market or acquire under the K Plus Plan
(such obligation being referred to in this Agreement as the
"Annual Purchase Requirement") such number of Target Shares as may
be necessary to cause the Employee's Annual Purchase Percentage
(calculated pursuant to paragraph 4.1(d) above), to equal or
exceed __________ percent; provided, however, that the value of
__________________
Target Shares to be purchased under the Annual Purchase
Requirement, when reduced by the value of Target Shares disposed
of during the year, shall not exceed the difference between the
value of the Employee's holdings of Target Shares as of January 1
of the calendar year and the Stock Ownership Target.
(c) Stock Ownership Target Met. If the Target Shares held
__________________________
by the Employee as of January 1 of a calendar year, when valued in
accordance with (a), have a value that equals or exceeds the
Employee's Stock Ownership Target for that year, the Annual
Purchase Requirement for such year shall be deemed to be satisfied
and the Employee shall have no obligation to purchase additional
Target Shares during the year.
(d) Information Requested from Employee. The Employee
___________________________________
shall provide the Company with such information including evidence
of beneficial ownership of Target Shares and of purchases and
dispositions of Target Shares, as the Company may reasonably
request to administer the Annual Purchase Requirement.
4.3 Waiver of Annual Purchase Requirement by Board of
_________________________________________________
Directors. The Board of Directors of the Company, or a committee
_________
thereof to which the Board of Directors has delegated authority to
administer the Plan (the "Plan Administrator"), may waive the Annual
Purchase Requirement for a given calendar year if the Plan Administrator
finds, in its absolute discretion, that compliance with the Annual
Purchase Requirement would result in extraordinary hardship for the
Employee.
4.4 Waiver of Annual Purchase Requirement by Executive Officer.
__________________________________________________________
Any executive officer to whom appropriate authority has been delegated
pursuant to Section 4.3 of the Plan may waive the Annual Purchase
Requirement for a given
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Pacific Telecom, Inc. Long Term Incentive Plan
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Restricted Stock Agreement
calendar year if (i) such officer finds, in his or her absolute
discretion, that compliance with the Annual Purchase Requirement would
result in extraordinary hardship for the Employee and (ii) the value of
___
the Target Shares held by the Employee on January 1 of the year exceeded
the Minimum Ownership Target.
5. Restriction on Transfer. The Employee shall not assign, encumber,
_______________________
pledge or otherwise transfer, voluntarily or involuntarily, any Grant Shares
that are not Vested.
6. Mergers, Consolidations or Changes in Capital Structure. If,
________________________________________________________
after the date of this Agreement, the outstanding Common Stock of the Company
is increased or decreased or changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation
by reason of any reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification, stock split-up, combination of shares or
dividend payable in shares, or in the event of any consolidation, merger or
plan of exchange involving the Company pursuant to which the Company's Common
Stock is converted into cash, any Common Stock, other securities or other
consideration issued or distributed with respect to the Grant Shares in any
such transaction shall be subject to the restrictions and conditions set forth
herein, including the escrow requirements of Sections 2 and 7.
7. Escrow. The certificates and associated stock powers delivered to
______
the Escrow Holder pursuant to Section 2.2 of this Agreement shall be held in
escrow until (i) receipt by the Escrow Holder of a certificate of the Company
certifying that some or all of the Grant Shares have Vested, or (ii) receipt
by the Escrow Holder of a certificate of the Company certifying that some or
all of the Grant Shares have been forfeited to the Company pursuant to Section
3.3. Upon receipt by the Escrow Holder of one of the foregoing certificates,
the Escrow Holder shall deliver to the Employee or the Company, as
appropriate, certificates representing all of the Grant Shares to which the
Employee or the Company, as applicable, is entitled.
8. No Right to Employment. Nothing in this Agreement or the Plan
______________________
shall (i) confer upon the Employee any right to be continued in the employment
of the Company or interfere in any way with the right of the Company to
terminate the Employee's employment at any time, for any reason or no reason,
with or without cause, or to decrease the Employee's compensation or benefits,
or (ii) confer upon the Employee any right to the continuation, extension,
renewal, or modification of any compensation, contract or arrangement with or
by the Company.
9. Rights as Shareholder. Subject to Section 2.2 and the other
_____________________
provisions of this Agreement, the Employee shall be entitled to all of the
rights of a shareholder with respect to the Grant Shares, including the right
to vote such shares and to receive ordinary dividends payable with respect to
such shares from the date of the grant. The Employee acknowledges that the
certificates representing the Grant Shares may bear such legends as may be
required
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Pacific Telecom, Inc. Long Term Incentive Plan
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Restricted Stock Agreement
by law with respect to the rights and restrictions applicable to the shares.
The Employee agrees that any dividends declared or paid in respect of the
Grant Shares prior to the Company's 1994 annual meeting of shareholders shall
be subject to forfeiture in the event shareholder approval of the Plan is not
obtained at the annual meeting. If forfeiture occurs, the Employee shall
promptly pay to the Company the full amount of dividends received. If the
Employee fails to repay such forfeited dividends, the Company shall have the
right to withhold the amount of such dividends from Employee's salary or other
amounts payable to the Employee.
10. Withholding Taxes. The Company shall have the right to require
_________________
the Employee to remit to the Company, or to withhold from other amounts
payable to the Employee, as compensation or otherwise, an amount sufficient to
satisfy all federal, state and local withholding tax requirements.
11. Approvals. Should the approval of state and federal authorities
_________
or agencies with jurisdiction in the matter be required, the obligations of
the Company under this Agreement and the Plan are subject to the Company
obtaining such approval. The Company will use its best efforts to take steps
required by state or federal law or applicable regulations, including rules
and regulations of the Securities and Exchange Commission and any stock
exchange or quotation system on which the Company's shares may then be listed
or quoted, in connection with the grant evidenced by this Agreement. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver the Grant Shares if such issuance or delivery would violate or result
in a violation of applicable state or federal securities laws.
12. Miscellaneous.
_____________
12.1 Governing Law. This Agreement shall be governed by and
_____________
construed under the laws of the state of Washington, without regard to
the choice of law principles applied in the courts of such state.
12.2 Severability. If any provision or provisions of this
____________
Agreement are found to be unenforceable, the remaining provisions shall
nevertheless be enforceable and shall be construed as if the
unenforceable provisions were deleted.
12.3 Entire Agreement. This Agreement and the Plan constitute
________________
the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous oral or
written agreements between the Company and the Employee relating to the
subject matter hereof.
12.4 Amendment. This Agreement may be amended or modified only
_________
pursuant to the Plan or by written consent of the Company and the
Employee.
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Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
12.5 Successors. This Agreement shall inure to the benefit of and
__________
be binding upon the Company and its successors.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
COMPANY: PACIFIC TELECOM, INC., a Washington
corporation
By:_______________________________________
Title:_________________________________
EMPLOYEE: __________________________________________
[signature]
__________________________________________
[type or print name]
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