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08/08/95
08/08/95
EXHIBIT 10B
U S WEST, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT (GRANT #GRANT_NUMBER)
THIS AGREEMENT is entered into as of Grant_Date, between U S WEST, Inc. (the
"Company") and First Last (the "Optionee").
RECITAL
Pursuant to the U S WEST, Inc. 1994 Stock Plan (the "Plan"), as amended
effective May 5, 1995, the Human Resources Committee of the Board of Directors
(the "Committee") has granted to the Optionee on Grant_Date, as a matter of
separate inducement in connection with his/her engagement with the Company or
a Related Entity, and not in lieu of salary or other compensation for his/her
services, an option (the "Option") to purchase shares of Common Stock issued
by the Company on the terms and conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants set forth
herein and other good and valuable consideration, the parties hereto agree as
follows:
1. Shares Optioned; Option Price. The Optionee may purchase all or any
part of an aggregate of Shares shares of Common Stock, at a purchase price per
share of Price (which is not less than the Fair Market Value on the date
hereof), on the terms and conditions set forth herein. The Option is granted
pursuant to the Plan, the terms of which are incorporated by reference and
apply to this Agreement as if they were set forth herein. Terms used in this
Agreement and not otherwise defined shall have the meanings ascribed to them
in the Plan.
2. Option Term; Times of Exercise. The Option shall become a Vested
Option upon three years of continuous employment following the date of this
Agreement, but shall not be exercisable after Expdat (the "Expiration Date").
Except as set forth below, the Option shall not become a Vested Option if the
three-year continuous employment requirement is not satisfied, regardless of
the circumstances under which the Optionee's employment is terminated.
(i) Death. In the event of the death of the Optionee, the Option
shall become a Vested Option and the estate of the Optionee shall have the
right, at any time and from time to time within one year after the date of
death or such longer period, if any, as the Committee in its sole discretion
shall determine (but not after the Expiration Date), to exercise all or any
portion of the Option.
(ii) Disability. If the employment of the Optionee is terminated
because of Disability, the Option shall be retained by the Optionee, and the
Option, if not then a Vested Option, shall become a Vested Option on [insert
date based on above vesting schedule -- e.g., date that is three years from
date of agreement]. Upon vesting, the Optionee shall have the right to
exercise the Option, at any time and from time to time, but not after the
expiration date of the Option.
(iii) Retirement. Upon the Optionee's Retirement, the Option shall
be retained by the Optionee, and the Option, if not then a Vested Option,
shall become a Vested Option on [insert date based on above vesting schedule
-- e.g., date that is three years from date of agreement], unless the
Committee, in its sole discretion, determines otherwise. Upon vesting, the
Optionee will have the right to exercise the Option, at any time and from time
to time, but not after the expiration date of the Option.
(iv) Other Termination. If the Optionee's employment with the
Company or a Related Entity is terminated for any reason other than for death,
Disability or Retirement and other than "for cause," as such term is defined
in the Plan, the Optionee shall have the right, if the Option is a Vested
Option, at any time and from time to time within three months of termination
or such longer period, if any, as the Committee in its sole discretion shall
determine (but not after the Expiration Date), to exercise all or any portion
of the Option.
(v) Change of Control. Upon the occurrence of a Change of Control,
the Option shall immediately become a Vested Option.
(vi) Termination for Cause. Notwithstanding any other provision in
this Agreement, if the Optionee's employment is terminated by the Company or
any Related Entity "for cause," as such term is defined in the Plan, the
Optionee shall immediately forfeit all rights under the Option except as to
the shares of Common Stock already purchased prior to such termination.
3. Exercise: Payment for and Delivery of Stock. The Option may be
exercised only by the Optionee or his or her transferee(s) by will or the laws
of descent and distribution. The Option may be exercised by giving written
notice of exercise to the Company specifying the number of shares (minimum of
100, unless the unexercised balance of the Option is less than 100) to be
purchased and the total purchase price, accompanied by a personal check to the
order of the Company or shares of Common Stock in payment of the purchase
price. Any shares of Common Stock so tendered shall be valued at their Fair
Market Value on the date of exercise.
4. Non-Transferability of Option. The Option is not transferable
otherwise than by will or the laws of descent and distribution. The Option
shall not be otherwise transferred or assigned, pledged, hypothecated or
otherwise disposed of in any way, whether by operation of law or otherwise,
and shall not be subject to execution, attachment or similar process, it being
understood that the Option shall not be assignable or transferable pursuant to
a domestic relations order. During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee, the Optionee's guardian or his
legal representative. Upon any attempt to transfer the Option otherwise than
by will or the laws of descent and distribution, or to assign, pledge,
hypothecate or otherwise dispose of the Option, or upon the levy of any
execution, attachment or similar process upon the Option, the Option shall
immediately terminate and become null and void.
5. Decisions of Committee. Any decision, interpretation or other action
made or taken in good faith by the Committee arising out of or in connection
with the Plan or the Option shall be final, binding and conclusive on the
Company and the Optionee and any respective heir, executor, administrator,
successor or assign.
6. ARBITRATION. ANY CLAIM, CONTROVERSY OR DISPUTE BETWEEN THE OPTIONEE
AND THE COMPANY, UNLESS OTHERWISE COVERED BY A COLLECTIVE BARGAINING
AGREEMENT, WHETHER SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD,
MISREPRESENTATION, DISCRIMINATION OR ANY OTHER LEGAL THEORY, INCLUDING, BUT
NOT LIMITED TO, DISPUTES RELATING TO THE INTERPRETATION OF THIS SECTION 6;
CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; CLAIMS
UNDER THE CIVIL RIGHTS ACT OF 1991; CLAIMS UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED; CLAIMS UNDER 42 U.S.C. 1981, 1981A,
1983, 1985, OR 1988; CLAIMS UNDER THE FAMILY AND MEDICAL LEAVE ACT OF 1993;
CLAIMS UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990, AS AMENDED; AND,
CLAIMS UNDER THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED, WHENEVER
BROUGHT SHALL BE RESOLVED BY ARBITRATION. THE ONLY LEGAL CLAIMS BETWEEN THE
OPTIONEE AND THE COMPANY WHICH ARE NOT INCLUDED WITHIN THIS SECTION 6 ARE
CLAIMS BY THE OPTIONEE FOR WORKERS' COMPENSATION OR UNEMPLOYMENT COMPENSATION
BENEFITS AND/OR CLAIMS FOR BENEFITS UNDER A COMPANY BENEFIT PLAN IF THE PLAN
DOES NOT PROVIDE FOR ARBITRATION OF SUCH DISPUTES. THE OPTIONEE HEREBY WAIVES
AND RELEASES ALL RIGHTS TO RECOVER PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION
WITH ANY COMMON LAW CLAIMS, INCLUDING CLAIMS ARISING IN TORT OR CONTRACT,
AGAINST THE COMPANY. BY SIGNING THIS AGREEMENT, THE OPTIONEE VOLUNTARILY,
KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHT HE OR SHE MAY OTHERWISE HAVE TO
SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO A JURY TRIAL
AND THE RIGHT TO SEEK PUNITIVE DAMAGES ON COMMON LAW CLAIMS. THE FEDERAL
ARBITRATION ACT, 9 U.S.C. 1-16 (THE "FAA") SHALL GOVERN THE ARBITRABILITY OF
ALL CLAIMS, PROVIDED THAT THEY ARE ENFORCEABLE UNDER THE FAA, AS IT MAY BE
AMENDED FROM TIME TO TIME. IN THE EVENT THE FAA DOES NOT GOVERN, THE COLORADO
UNIFORM ARBITRATION ACT SHALL APPLY. ADDITIONALLY, THE SUBSTANTIVE LAW OF
COLORADO, ONLY TO THE EXTENT CONSISTENT WITH THE TERMS STATED IN THIS SECTION
6, SHALL APPLY TO ANY COMMON LAW CLAIMS. THIS AGREEMENT SUPERSEDES ANY OTHER
ARBITRATION AGREEMENT BETWEEN THE OPTIONEE AND THE COMPANY TO THE EXTENT THEY
ARE INCONSISTENT.
A SINGLE ARBITRATOR ENGAGED IN THE PRACTICE OF LAW SHALL CONDUCT THE
ARBITRATION UNDER THE APPLICABLE RULES AND PROCEDURES OF THE AMERICAN
ARBITRATION ASSOCIATION (THE "AAA"). ANY DISPUTE THAT RELATES TO THE
OPTIONEE'S EMPLOYMENT WITH THE COMPANY OR TO THE TERMINATION OF THE OPTIONEE'S
EMPLOYMENT WILL BE CONDUCTED UNDER THE AAA EMPLOYMENT DISPUTE RESOLUTION
RULES. THE ARBITRATOR SHALL BE CHOSEN FROM A STATE OTHER THEN THE OPTIONEE'S
STATE OF RESIDENCE AND OTHER THAN COLORADO. OTHER THAN AS SET FORTH HEREIN,
THE ARBITRATOR SHALL HAVE NO AUTHORITY TO ADD TO, DETRACT FROM, CHANGE, AMEND,
OR MODIFY EXISTING LAW. ALL ARBITRATION PROCEEDINGS, INCLUDING SETTLEMENTS
AND AWARDS, UNDER THIS AGREEMENT WILL BE CONFIDENTIAL. THE PARTIES SHALL
SHARE EQUALLY THE HOURLY FEES OF THE ARBITRATOR. THE COMPANY SHALL PAY THE
EXPENSES (INCLUDING TRAVEL AND LODGING) OF THE ARBITRATOR. THE PREVAILING
PARTY IN ANY ARBITRATION MAY BE ENTITLED TO RECEIVE REASONABLE ATTORNEYS'
FEES. THE ARBITRATOR'S DECISION AND AWARD SHALL BE FINAL AND BINDING, AS TO
ALL CLAIMS WHICH WERE, OR COULD HAVE BEEN RAISED IN ARBITRATION, AND JUDGMENT
UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED TO ANY COURT HAVING
JURISDICTION THEREOF. IF ANY PARTY HERETO FILES A JUDICIAL OR ADMINISTRATIVE
ACTION ASSERTING CLAIMS SUBJECT TO THIS ARBITRATION PROVISION, AND ANOTHER
PARTY SUCCESSFULLY STAYS SUCH ACTION AND/OR COMPELS ARBITRATION OF SUCH
CLAIMS, THE PARTY FILING SAID ACTION SHALL PAY THE OTHER PARTY'S COSTS AND
EXPENSES INCURRED IN SEEKING SUCH STAY AND/OR COMPELLING ARBITRATION,
INCLUDING REASONABLE ATTORNEYS' FEES.
7. Performance for Competitors. Unless otherwise determined by the
Committee, in its sole discretion, or unless in compliance with the Company's
Outside Director Policy, as interpreted solely by the Company's Compliance
Committee, if at any time following the date hereof and before the Option is
fully exercised the Optionee directly or indirectly receives payment for
services from, or is otherwise employed by, any person, firm or corporation in
competition with the Company or engaged in providing any services whatever
that are substantially the same as services provided by the Company, the
Optionee shall immediately forfeit all rights under the Option except as to
the shares of Common Stock already purchased.
8. Miscellaneous.
(i) Notices. Any notice to be given to the Company shall be
personally delivered to or addressed to its Vice President, Human Resources,
and any notice to be given to the Optionee shall be addressed to him/her at
the address given beneath his/her signature below or such other address as the
Company reasonably believes to be his/her most current address. Any notice to
the Company is deemed given when received on behalf of the Company by the Vice
President, Human Resources, of the Company at 188 Inverness Drive West, Suite
800, Englewood, Colorado 80112. Any notice to the Optionee is deemed given
when personally delivered or enclosed in a properly sealed envelope addressed
as aforesaid and deposited, postage prepaid, in a post office or branch post
office regularly maintained by the United States Government.
(II) EMPLOYMENT. THE COMPANY MAY TERMINATE AN EMPLOYEE'S EMPLOYMENT
AT ANY TIME, WITH OR WITHOUT CAUSE, UNLESS THE EMPLOYMENT IS COVERED BY
SEPARATE CONDITIONS CONTAINED IN A COLLECTIVE BARGAINING AGREEMENT OR OTHER
AUTHORIZED WRITTEN AGREEMENT, AND NOTHING CONTAINED IN THIS AGREEMENT CREATES
OR IMPLIES AN EMPLOYMENT CONTRACT OR TERM OF EMPLOYMENT OR ANY PROMISE OF
SPECIFIC TREATMENT UPON WHICH THE OPTIONEE MAY RELY.
(iii) Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Colorado.
(iv) Amendments. The Company may at any time propose to amend this
Agreement, but any such alteration or amendment shall be effective only if in
writing, signed by a duly authorized officer of the Company and by the
Optionee.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Agreement
as of the date first above written.
U S WEST, INC. OPTIONEE
By:
FIRST LAST
Address
City, State, Zip
SOCIAL SECURITY NUMBER: SSN