Exhibit 10.23
SHENANDOAH TELECOMMUNICATIONS COMPANY
Incentive Stock Option Agreement
No. of shares subject to option: <<Number>>
THIS AGREEMENT dated as of the ___ day of ___________, between Shenandoah
Telecommunications Company, a Virginia corporation (the "Company"), and <<Name>>
("Participant"), is made pursuant and subject to the provisions of the Company's
Stock Incentive Plan (the "Plan"), a copy of which is attached. All terms used
herein that are defined in the Plan have the same meaning given them in the
Plan.
1. Grant of Option. Pursuant to the Plan, the Company, on March 8, 2004
(the "Date of Grant"), granted to Participant, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth, the right and Option to purchase from the Company all or any part of
an aggregate of <<Number>> shares of Common Stock at the option price of
$<<PRICE>> per share (the "Option Exercise Price"), being not less than the Fair
Market Value per share of the Common Stock on the Date of Grant. This Option is
intended to be an "incentive stock option" under Section 422 of the Code. This
Option will be exercisable as hereinafter provided.
2. TERMS and CONDITIONS. This Option is subject to the following terms and
conditions:
(a) Expiration Date. This Option shall expire at 11:59 p.m. on
<<DATE>> the fifth anniversary of the Date of Grant, (the
"Expiration Date").
(b) Exercise of Option. Except as provided in paragraphs 4, 5, 6 or
7, this Option shall be exercisable with respect to one-half of the
shares of Common Stock subject to this Option on each of the first
and second anniversaries of the Date of Grant. Once this Option has
become exercisable in accordance with the preceding sentence it
shall continue to be exercisable until the earlier of the
termination of the Participant's rights hereunder pursuant to
paragraph 4, 5, 6 or 7, or until the Expiration Date. A partial
exercise of this Option shall not affect the Participant's right to
exercise this Option with respect to the remaining shares, subject
to the conditions of the plan and this Agreement.
(c) Method of Exercise and Payment for Shares. This Option shall be
exercised by written notice delivered to the attention of the
Company's Secretary at the Company's principal office in Edinburg,
Virginia. The exercise date shall be (i) in the case of notice by
mail, the date of postmark, or (ii) if delivered in person, the date
of delivery. Such notice shall be accompanied by payment of the
option price in full, in cash or cash equivalent acceptable to the
Administrator, by the surrender of shares of Common Stock with an
aggregate Fair Market Value (determined as of the day preceding the
exercise date) which, together with any cash or cash equivalent paid
by Participant, is not less than the option price of the number of
shares of Common Stock for which the Option is being exercised or by
causing the Company to withhold shares of Common Stock otherwise
issuable pursuant to the exercise of the Option with an aggregate
Fair Market Value
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(determined as of the day preceding the exercise date) equal to the
option price or portion thereof to be satisfied pursuant to this
clause.
(d) Nontransferability. This Option is nontransferable except by
will or by the laws of descent and distribution. During
Participant's lifetime, this Option may be exercised only by
Participant.
3. Stock Appreciation Right.
(a) Grant of Tandem SAR. In connection with the grant of the Option
and in accordance with the Plan, the Participant is hereby granted a
Stock Appreciation Right (the "Tandem SAR") which may be exercised,
solely to the extent that the Option is exercisable, in lieu of all
or part of the Option. The number of shares of Common Stock to which
the Tandem SAR pertains (the "Tandem SAR Shares") shall be equal to
the number of shares of Common Stock into which the Option is
exercisable, determined as of the date the Tandem SAR is exercised.
The Initial Value of the Tandem SAR (the "Tandem SAR Initial Value")
shall be equal to the Option Exercise Price.
(b) Exercise of Tandem SAR. Upon the exercise of the Tandem SAR, the
Participant shall receive from the Company shares of Common Stock in
an amount equal to the excess of (i) the Fair Market Value of the
Tandem SAR Shares as to which the Tandem SAR is exercised, over (ii)
the product of the Tandem SAR Initial Value and the number of shares
of Common Stock as to which the Tandem SAR is exercised. A partial
exercise of the Tandem SAR shall not affect the Participant's right
to exercise the Tandem SAR with respect to the remaining Tandem SAR
Shares, subject to the conditions of the Plan and this Agreement.
(c) Termination of Tandem SAR. The Tandem SAR shall automatically
and immediately terminate and be canceled upon the termination or
expiration of the Option pursuant to the provisions of this
Agreement and the Plan. Notwithstanding any other provision of this
Agreement or the Plan to the contrary, upon the exercise of the
Tandem SAR, the number of shares of Common Stock into which the
Option shall be exercisable shall immediately and automatically be
reduced by the number of Tandem SAR Shares as to which the Tandem
SAR is exercised. Notwithstanding any other provision of this
Agreement or the Plan to the contrary, upon the exercise of the
Option, the number of Tandem SAR Shares shall immediately and
automatically be reduced by the number of shares of Common Stock
into which the Option is exercised.
(d) Method of Exercise of Tandem SAR. The Tandem SAR shall be
exercised by written notice delivered to the attention of the
Company's Secretary at the Company's principal office in Edinburg,
Virginia. Such notice shall specify the number of Tandem SAR Shares
as to which the Tandem SAR is being exercised. The exercise date
shall be (i) in the case of notice by mail, the date of postmark, or
(ii) if delivered in person, the date of delivery.
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(e) Nontransferability The Tandem SAR is nontransferable except by
will or by the laws of descent and distribution. During
Participant's lifetime, the Tandem SAR may be exercised only by
Participant.
4. Exercise in the Event of Death. This Option and Tandem SAR shall be
exercisable for all or part of the number of shares of Common Stock that the
Participant was entitled to purchase pursuant to paragraph 2, reduced by the
number of shares for which the Option or Tandem SAR was previously exercised, in
the event the Participant dies while employed by the Company or an Affiliate or
following Retirement or becoming Permanently and Totally Disabled (as
hereinafter defined) and prior to the Expiration Date. In that event this Option
and Tandem SAR may be exercised by Participant's estate, or the person or
persons to whom his rights under this Option and Tandem SAR shall pass by will
or the laws of descent and distribution. Participant's estate or such persons
may exercise this Option and Tandem SAR during the remainder of the period
preceding the Expiration Date.
5. Exercise in the Event of Disability. This Option and Tandem SAR shall
be exercisable for all or part of the number of shares of Common Stock that the
Participant was entitled to purchase pursuant to paragraph 2, reduced by the
number of shares for which the Option or Tandem SAR was previously exercised, if
the Participant becomes permanently and totally disabled within the meaning of
section 22(e)(3) of the Code ("Permanently and Totally Disabled") while employed
by the Company or an Affiliate and prior to the Expiration Date. In that event,
the Participant may exercise this Option and Tandem SAR during the remainder of
the period preceding the Expiration Date.
6. Exercise After Retirement. This Option and Tandem SAR shall be
exercisable for all or part of the number of shares that the Participant was
entitled to purchase pursuant to paragraph 2, reduced by the number of shares
for which the Option or Tandem SAR was exercised, in the event of the
Participant's Retirement prior to the Expiration Date. In that event the
Participant may exercise this Option and Tandem SAR during the remainder of the
period preceding the Expiration Date.
7. Exercise After Termination of Employment. This Option and Tandem SAR
may not be exercised after the Participant ceases to be employed by the Company
and its Affiliates, except if such termination of employment is a result of
death, disability or Retirement, in which case the Option and Tandem SAR may be
exercised as provided in paragraphs 4, 5 or 6, respectively.
8. Retirement. For purposes of this Agreement, the term "Retirement" means
the voluntary termination of employment on or after the Participant's earliest
Retirement date under a tax-qualified retirement plan maintained by the Company
or an Affiliate in which the Participant participates.
9. Minimum Exercise. This Option and Tandem SAR may not be exercised for
less than five shares of Common Stock unless it is exercised for the full number
of shares for which the Option and Tandem SAR may be exercised.
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10. Fractional Shares. Fractional shares shall not be issuable hereunder,
and when any provision hereof may entitle Participant to a fractional share such
fraction shall be disregarded.
11. No Right to Continued Employment. This Option and Tandem SAR does not
confer upon Participant any right with respect to continuance of employment by
the Company or an Affiliate, nor shall it interfere in any way with the right of
the Company or an Affiliate to terminate his employment at any time.
12. Change in Capital Structure. The terms of this Option and Tandem SAR
shall be adjusted as the Committee determines is equitably required in the event
the Company effects one or more stock dividends, stock split-ups, subdivisions
or consolidations of shares or other similar changes in capitalization.
13. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Virginia.
14. Conflicts. In the event of any conflict between the provisions of the
Plan as in effect on the date hereof and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the Plan shall
mean the Plan as in effect on the date hereof.
15. Participant Bound by Plan. Participant hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
16. Binding Effect. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of Participant and the
successors of the Company.
17. Notification Upon Sale. Participant shall give written notice to the
company's Secretary at the Company's principal office in Edinburg, Virginia if
the Participant sells or otherwise disposes of any shares acquired under this
Option before the expiration of the two-year period beginning on the Date of
Grant or the one-year period beginning on the date that the Participant
exercised this Option with respect to such shares.
IN WITNESS WHEREOF, the company has caused this Agreement to be signed by
a duly authorized officer, and Participant has affixed his signature hereto.
SHENANDOAH TELECOMMUNICATIONS COMPANY
By
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Earle A. MacKenzie Participant
Executive Vice President