EXHIBIT 10(a)(22)
NON-QUALIFIED OPTION AGREEMENT
THIS AGREEMENT, dated as of the ____ day of _____, 19__ between
Vanguard Cellular Systems, Inc., a North Carolina corporation having its
principal office at 2002 Pisgah Church Road, Suite 300, Greensboro,
North Carolina 27455 (hereinafter called the "Company"), and "*A*", an
employee of the Company (hereinafter called the "Option Holder").
WITNESSETH:
WHEREAS, the Company recognizes the value to it of the services of
the Option Holder as an employee and is desirous of furnishing Option
Holder with added incentive and inducement to contribute to the success
of the Company; and
WHEREAS, the Board of Directors of the Company has adopted, and the
shareholders have approved, the 1994 Long-Term Incentive Plan, a copy of
which is annexed hereto as Exhibit A (hereinafter called the "Plan");
and
WHEREAS, on ________, ____, pursuant to the provisions of the Plan,
the Compensation Committee of the Company's Board of Directors granted
to the Option Holder, pursuant to the Plan, an option in respect of the
number of shares and fixed and determined the option price and the other
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and
representations herein contained and other good and valuable
consideration, it is agreed by and between the parties hereto as
follows:
l. Subject to the Plan, the terms and provisions of which are
incorporated herein by reference, the Company hereby grants to the
Option Holder a Non-Qualified Stock Option to purchase, on the terms and
subject to the conditions hereinafter set forth, all or any part of an
aggregate of "*#*" shares of the Class A Common Stock ($.01 par value)
of the Company at the purchase price of $______ per share (the
"Option"), exercisable in the amounts and at the times set forth in this
paragraph l. Unless sooner terminated as provided in this Agreement,
the Option shall terminate, and all rights of the Option Holder
hereunder shall expire, on ________, ____. In no event may the Option
be exercised after ________, ____.
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The Option may be exercised in installments as follows:
(a) up to _____ of the total shares subject to the Option on
and at any time after ________, ____ and prior to termination of the
Option;
(b) up to _____ of the total shares subject to the Option,
less any shares previously purchased pursuant to the Option, on and at
any time after ________, ____ and prior to termination of the Option;
(c) up to _____ of the total shares subject to the Option,
less any shares previously purchased pursuant to the Option, on and at
any time after ________, ____ and prior to termination of the Option;
(d) up to _____ of the total shares subject to the Option,
less any shares previously purchased pursuant to the Option, on and at
any time after ________, ____ and prior to termination of the Option;
(e) up to _____ of the total shares subject to the Option,
less any shares previously purchased pursuant to the Option, on and at
any time after ________, ____
2. The Option or any part thereof may, to the extent that it is
exercisable, be exercised in the manner provided in Sections 6.5 and 6.6
of the Plan. Payment of the aggregate option price for the number of
shares purchased shall be made in the manner provided in Section 6.5 of
the Plan, including by payment consisting in full or in part of shares
of Class A Common Stock.
3. The Option or any part thereof may be exercised during the
lifetime of the Option Holder only by the Option Holder and, except as
provided in paragraph 4 hereinbelow, may be exercised only while the
Option Holder is an employee of the Company, its parent or any of its
subsidiaries.
4. If the Option Holder ceases to be an employee of the Company,
its parent, or any of its subsidiaries for any reason (other than Option
Holder's death or permanent and total disability), the Option, to the
extent it is exercisable immediately prior to such termination, may be
exercised at any time within three months after the date of termination
of Option Holder's employment but in no event after the Option has
expired. If the Option Holder ceases to be an employee by reason of
Option Holder's death or permanent and total disability, the Option may
be exercised, at any time within one year after such termination but in
no event after the Option has expired, by the Optionee or the person or
persons to whom the Option Holder's rights under the Option shall pass
by will or by the laws of descent and distribution.
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5. Except as provided above with respect to transfers upon the
death of the Option Holder, the Option shall not be transferred,
assigned, pledged or hypothecated in any way, whether by operation of
law or otherwise. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option or any right or privilege
confirmed hereby contrary to the provisions hereof, the Option and the
rights and privileges confirmed hereby shall immediately become null and
void.
6. The Option Holder acknowledges that, upon any exercise of the
Option, Option Holder will recognize ordinary income for income tax
purposes (generally in an amount equal to the difference between the
fair market value of the shares on the date of exercise and the option
price paid therefor) and the Company will be entitled to a corresponding
deduction. Consequently, the Option Holder agrees that Option Holder
will pay, or make arrangements to pay, to the Company an amount equal to
any income and other taxes that the Company is required to withhold as a
result of Option Holder's exercise of the Option. If for any reason
such payment or arrangement to pay is not made, the Company shall be
entitled to withhold, from other sums payable to the Option Holder, the
amount of such income and other taxes.
7. If the shares of Class A Common Stock of the Company are
increased, decreased, changed into, or exchanged for a different number
or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split in
which the Company is the surviving entity, an appropriate and
proportionate adjustment shall be made, as provided in Article 14 of the
Plan, in the number or kind of shares allocated to any unexercised part
of the Option. In the event of a consolidation or a merger in which the
Company is not the surviving corporation, or any other merger in which
the shareholders of the Company exchange their stock for stock of
another corporation, or in the event of complete liquidation of the
Company, or in the case of a tender offer for 50% or more of the
combined voting power of the Company's outstanding securities, the
Option shall thereupon become immediately exercisable (to the extent it
is not already so exercisable). In the event the consideration to be
received for Class A Common Stock in any such transaction is cash, the
Option Holder shall be entitled to receive from the Company at the time
the transaction is consummated cash in an amount equal to the difference
between the exercise price of aggregate number of shares then subject to
the Option and not yet purchased by the Option Holder and the price of
such number of shares of Class A Common Stock of the Company in the
consolidation, merger, liquidation, or tender offer (such difference to
be determined by the Board of Directors as of the effective date of the
transaction). In the event such transaction is for consideration other
than cash, the Option Holder shall be entitled to receive a replacement
option on the same terms and conditions as the Option except that there
shall be substituted for the Class A Common Stock the consideration that
would have been received by the Option Holder as a result of such
transaction had the Option been exercised immediately prior to
consummation of such transaction.
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8. The Option shall not be exercised in whole or in part and no
certificates representing shares subject to the Option shall be
delivered, if any requisite approval or consent of any governmental
authority having jurisdiction over the exercise of options shall not
have been secured or if the issuance of shares subject to the Option
would violate any Federal, state or local law, regulation or order that
may be applicable. The Company shall use its best efforts to obtain any
such approval or consent and to effect compliance with any such
applicable law, regulation or order, and the Option Holder or any other
person entitled to exercise the Option shall take any action reasonably
requested by the Company in such connection.
9. The Option Holder recognizes that any registration of the
Option and the shares of Class A Common Stock issuable upon its exercise
under the Securities Act of 1933 or under the securities laws of any
state shall be at the option of the Company. The Option Holder
acknowledges that, absent registration, under present federal securities
regulations, Option Holder will be required to hold any shares purchased
pursuant to exercise of the Option for a period of not less than two
years following full payment for said shares and that thereafter the
shares may be sold only in compliance with Rule 144 of the Securities
and Exchange Commission. The Option Holder further acknowledges that,
notwithstanding registration, if, at the time of exercise of the Option,
Option Holder is deemed an "affiliate" of the Company as defined in said
Rule 144, any shares purchased thereunder will nevertheless be subject
to sale only in compliance with Rule 144 (but without any holding
period), and that the Company shall take such action as it deems
necessary or appropriate to assure such compliance, including placing
restrictive legends on certificates evidencing such shares and
delivering stop transfer instructions to the Company's transfer agent.
10. Any notice to be given to the Company shall be addressed to
the General Counsel of the Company at 2002 Pisgah Church Road, Suite
300, Greensboro, North Carolina 27455.
11. Nothing herein contained shall affect the right of the Option
Holder to participate in and receive benefits under and in accordance
with the provisions of any pension, insurance or other benefit plan or
program of the Company as in effect from time to time and for which
Option Holder is eligible.
12. Nothing herein contained shall affect the right of the
Company, subject to the terms of any existing contractual arrangement to
the contrary, to terminate the Option Holder's employment at any time
for any reason whatsoever.
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13. This Agreement shall be binding upon and inure to the benefit
of the Option Holder, Option Holder's personal representatives, heirs
and legatees, but neither this Agreement nor any rights hereunder shall
be assignable or otherwise transferable by the Option Holder except as
expressly set forth in this Agreement or in the Plan.
VANGUARD CELLULAR SYSTEMS, INC.
By: ______________________________
Title: _____________________________
"*A*"
Option Holder