{"id":40152,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-qualified-stock-option-agreement-qwest-communications3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-qualified-stock-option-agreement-qwest-communications3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-qualified-stock-option-agreement-qwest-communications3.html","title":{"rendered":"Non-Qualified Stock Option Agreement &#8211; Qwest Communications International Inc. and Joseph P. Nacchio"},"content":{"rendered":"<pre>                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n                             EQUITY INCENTIVE PLAN\n\n                     NON-QUALIFIED STOCK OPTION AGREEMENT\n                     ------------------------------------\n\n\n     THIS AGREEMENT made as of this _____ day of June, 1997, between QWEST\nCOMMUNICATIONS INTERNATIONAL INC., a Delaware corporation (together with its\nAffiliated Corporations, except where the context otherwise requires, the\n'Company'), and Joseph  P. Nacchio (the 'Option Holder').\n\n     1.   GRANT OF OPTION.  Pursuant to the Qwest Communications International\n          ---------------                                                      \nInc. Equity Incentive Plan (the 'Plan') and subject to the terms and conditions\nof this Agreement, the Company hereby grants to the Option Holder an option (the\n'Option') to purchase three million (3,000,000) shares of the $0.01 par value\ncommon stock of the Company (the 'Stock') at an exercise price per share equal\nto the per share price at which shares of the Stock are priced at the pricing\nmeeting (the 'Pricing Meeting') for sale to the public pursuant to the IPO (as\ndefined below), which price shall be the 'Option Price'.  The Option shall be\neffective (the 'Effective Date') at the time that Registration Statement No.\n333-25391 under the Securities Act of 1933, as amended, for the Company's\ninitial public offering of the Stock (the 'IPO') becomes effective.  The Option\nis not intended to qualify as an incentive stock option under Section 422 of the\nInternal Revenue Code of 1986, as amended (the 'Code').\n\n     2.   REQUIREMENTS FOR EXERCISE; VESTING.  (a)  IN GENERAL.  Except as\n          ----------------------------------        ----------            \notherwise provided herein, the Option shall become vested and exercisable in\nincrements, if the Option Holder is still in the employ of the Company on the\ndates indicated in the following schedule:\n\n                                   Percentage of Option That Shall\n       Employment Vesting Date     Become Exercisable on Each Date\n       -----------------------     -------------------------------\n\n          December 31, 1997                       20%\n          December 31, 1998                       20%\n          December 31, 1999                       20%\n          December 31, 2000                       20%\n          December 31, 2001                       20%\n\nNotwithstanding the foregoing, if the Option Holder's employment with the\nCompany is terminated by the Company for any reason other than 'cause' (as\ndefined in the Employment Agreement between the Company and the Option Holder\ndated as of December 21, 1996, as amended (the 'Employment Agreement')), or if\nthe Option Holder terminates his employment for 'good reason' (as defined in the\nEmployment Agreement), the Option Holder shall vest in one-twelfth (1\/12) of the\nnumber of shares of Stock covered by the Option that would otherwise vest for\nthe calendar year of termination for each full month of employment by the\nCompany during such calendar year.  If at any time the number of shares of Stock\nthat are covered by the vested portion of the Option includes a \n\n \nfractional share, the number of shares of Stock as to which the Option shall be\nactually vested shall be rounded down to the next whole share of Stock.\n\n     Except as set forth in Section 5 hereof, the Option shall not be\nexercisable as to any shares of Stock as to which the vesting requirement of\nthis Section 2 shall not be satisfied, regardless of the circumstances under\nwhich the Option Holder's employment by the Company shall be terminated. The\nnumber of shares of Stock as to which the Option may be exercised shall be\ncumulative, so that once the Option shall become vested and exercisable as to\nany shares of Stock it shall continue to be vested and exercisable as to such\nshares, until expiration or termination of the Option as provided in Section 6\nhereof.\n\n          (b)  ACCELERATED VESTING IN CERTAIN CIRCUMSTANCES.\n               -------------------------------------------- \n\n               (i)  The Option Holder shall become 100% vested with respect to\n     the entire Option, and the entire Option shall become exercisable, in the\n     event of the Option Holder's death, 'Disability' (as defined in the\n     Employment Agreement) or 'retirement.'  For purposes of this Agreement, the\n     term 'retirement' means the termination of employment with the Company on\n     or after reaching the normal retirement age of 65.\n\n               (ii) Notwithstanding the provisions of Section 5.4 of the Plan,\n     the Option Holder shall not become 100% vested with respect to the entire\n     Option upon the occurrence of a 'change in control' (as defined in Section\n     5.4(b) of the Plan). However, if  the Option Holder's employment with the\n     Company is terminated by the Company without 'cause' (as defined in the\n     Employment Agreement) or the Option Holder terminates his employment for\n     'Good Reason' (as defined in the Employment Agreement), provided that the\n     occurrence of a 'change in control' shall not constitute 'Good Reason' for\n     purposes of this subsection 2(b)(ii), in each case following a 'change in\n     control', the Option Holder shall become 100% vested with respect to the\n     entire Option on the date of his termination of employment with the\n     Company.\n\n     3.   METHOD FOR EXERCISING THE OPTION.  The Option may be exercised only by\n          --------------------------------                                      \ndelivery of written notice of exercise, together with payment of the Option\nPrice as provided below, in person or through certified or registered mail, fax\nor overnight delivery to the Company at the following address:  Qwest\nCommunications International Inc., Attention: Chief Financial Officer, 555\nSeventeenth Street, Suite 1000, Denver, Colorado 80202, or such other address as\nshall be furnished in writing to the Option Holder by the Company.  Such written\nnotice shall specify that the Option is being exercised, and the number of\nshares of Stock with respect to which the Option is exercised, and shall be\naccompanied by payment of the Option Price.\n\n     The shares of Stock subject to this Option and this Option have been\nregistered on a Form S-8 Registration Statement.  Notwithstanding the provisions\nof Section 14.2 of the Plan,  prior to the issuance of shares of Stock pursuant\nto this Option, the Company shall file a Registration Statement (on such form as\nmay be selected by the Company) and take such other actions as may be reasonably\nrequired to permit the Option Holder to sell immediately such shares.\n\n                                       2\n\n \n     The purchase of such Stock shall take place at the address of the Company\nset forth above upon delivery of the notice of exercise, at which time the\nOption Price for the Stock shall be paid in full (i) by certified or cashier's\ncheck payable to the Company's order, or (ii) by wire transfer to such account\nas may be specified by the Company for this purpose, or (iii) by delivery to the\nCompany of certificates representing the number of shares of Stock then owned by\nthe Option Holder, the Fair Market Value of which equals the Option Price of the\nStock to be purchased pursuant to the Option, properly endorsed for transfer to\nthe Company; provided, however, that no Option may be exercised by delivery to\nthe Company of certificates representing Stock, unless such Stock has been held\nby the Option Holder for more than six months, or (iv) by delivery to the\nCompany of a properly executed notice of exercise together with irrevocable\ninstructions to a broker to deliver to the Company promptly the amount of the\nproceeds of the sale of all or a portion of the Stock or of a loan from the\nbroker to the Option Holder required to pay the Option Price.  For purposes of\nthis Option, the Fair Market Value of any shares of Stock delivered in payment\nof the Option Price upon exercise of the Option shall be the Fair Market Value\nas of the exercise date; the exercise date shall be the day of delivery of the\ncertificates for the Stock used as payment of the Option Price.\n\n     Upon such notice to the Company and payment of the Option Price, the\nexercise of the Option shall be deemed to be effective, and a properly executed\ncertificate or certificates representing the Stock so purchased shall be issued\nby the Company and delivered to the Option Holder.\n\n     4.   ADJUSTMENT OF THE OPTION.\n          ------------------------ \n\n          (a) ADJUSTMENT BY STOCK SPLIT, STOCK DIVIDEND, ETC.  If at any time\n              ----------------------------------------------                 \nthe Company increases or decreases the number of its outstanding shares of\nStock, or changes in any way the rights and privileges of such shares, by means\nof the payment of a stock dividend or the making of any other distribution on\nsuch shares payable in Stock, or through a Stock split or subdivision of shares,\nor a consolidation or combination of shares, or through a reclassification or\nrecapitalization involving the Stock, the numbers, rights and privileges of the\nshares of Stock included in the Option shall be increased, decreased or changed\nin like manner as if such shares had been issued and outstanding, fully paid and\nnon-assessable at the time of such occurrence.\n\n          (b) OTHER DISTRIBUTIONS AND CHANGES IN THE STOCK.  If the Company\n              --------------------------------------------                 \nshall at any time distribute with respect to the Stock assets or securities of\npersons other than the Company (excluding cash or distributions referred to in\nsubsection (a)) or grant to the holders of its Stock rights to subscribe pro\nrata for additional shares thereof or for any other securities of the Company or\nthere shall be any other change (except as described in subsection (a)) in the\nkind of outstanding shares of Stock or of any stock or other securities into\nwhich the Stock shall be changed or for which it shall have been exchanged, and\nif the Committee shall in its good faith discretion determine that the event\nequitably requires an adjustment in the number or kind of shares subject to an\nOption, an adjustment to the Option Price, or the taking of any other action by\nthe Committee, including without limitation, the setting aside of any property\nfor delivery to the Option Holder upon the exercise of the Option, then such\nadjustment shall be made, or other actions taken, by the Committee and shall be\neffective for all purposes of this Agreement.\n\n                                       3\n\n \n          (c) APPORTIONMENT OF OPTION PRICE.  Upon any occurrence described in\n              -----------------------------                                   \nthe preceding subsections (a) and (b), the aggregate Option Price for the shares\nof Stock then subject to the Option shall remain unchanged and shall be\napportioned ratably over the increased or decreased number or changed kinds of\nsecurities or other properties subject to the Option.  Any fractional shares\nresulting from any of the foregoing adjustments shall be disregarded and\neliminated from this Option.\n\n     5.   REORGANIZATION.\n          ---------------\n\n          (a) REORGANIZATION.  Subject to the provisions of subsection 5(b),\n              --------------                                                \nupon the occurrence of any of the following events, if the notice required by\nsubsection 5(b) shall have first been given, the Option shall automatically\nterminate and be of no further force and effect whatsoever, without the\nnecessity for any additional notice or other action by the Board or the Company:\n(i) the merger or consolidation of the Company with or into another corporation\nor other reorganization (other than a reorganization under the United States\nBankruptcy Code) of the Company (other than a consolidation or merger in which\nthe Company is the continuing corporation and which does not result in any\nreclassification or change of outstanding shares of Stock); or (ii) the sale or\nconveyance of the property of the Company as an entirety or substantially as an\nentirety (other than a sale or conveyance in which the Company continues as a\nholding company of an entity or entities that conduct the business or businesses\nformerly conducted by the Company); or (iii) the dissolution or liquidation of\nthe Company.\n\n          (b) REQUIRED NOTICE.  At least 30 days' prior written notice of any\n              ---------------                                                \nevent described in subsection 5(a) shall be given by the Company to the Option\nHolder, unless in the case of the events described in clauses (i) or (ii) of\nsubsection 5(a), the Company, or the successor or purchaser, as the case may be,\nshall make adequate provision for the assumption of the Option or the\nsubstitution of new options for the Option on terms comparable to the Option\nexcept that the Option Holder shall have the right thereafter to purchase the\nkind and amount of shares of stock or other securities or property or cash\nreceivable upon such merger, consolidation, sale or conveyance by a holder of\nthe number of shares of Stock that would have been receivable upon exercise of\nthe Option immediately prior to such merger, consolidation, sale or conveyance\n(assuming such holder of Stock failed to exercise any rights of election and\nreceived per share the kind and amount received per share by a majority of the\nnon-electing shares).  Notwithstanding the provisions of this Section 5 to the\ncontrary, the Company shall give the notice provided by this subsection 5(b) in\nthe case of the events described in subsection 5(a)(i) or (ii) only if the\nconsideration to be received by the stockholders of the Company upon such event\nconsists solely of cash or non-equity securities.  In the event of any other\ntransaction described in subsection 5(a)(i) or (ii), the Company shall arrange\nfor the substitution or assumption of the Option in accordance with the\nprovisions of this subsection 5(b).  The provisions of this Section 5 shall\nsimilarly apply to successive mergers, consolidations, sales or conveyances.\nSuch notice shall be deemed to have been given when delivered personally to the\nOption Holder or when mailed to the Option Holder by registered or certified\nmail, postage prepaid, at the Option Holder's address last known to the Company.\n\n          (c) ACCELERATION OF EXERCISABILITY.  If the Option Holder is notified,\n              ------------------------------                                    \nin accordance with subsection 5(b), of a transaction described in subsection\n5(a), the entire Option shall become 100% vested and exercisable, and he may\nexercise his Option at any time before the \n\n                                       4\n\n \noccurrence of the event requiring the giving of notice (but subject to\noccurrence of such event), regardless of whether all conditions of exercise\nrelating to length of service or otherwise have been satisfied.\n\n     6.   EXPIRATION AND TERMINATION OF THE OPTION.  The Option shall expire on\n          ----------------------------------------                             \nJune 30, 2003 (the period from the Effective Date to the expiration date is the\n'Option Period') or prior to such time as follows:\n\n          (a) If the employment of the Option Holder by the Company is\nterminated for 'cause' (as defined in the Employment Agreement) within the\nOption Period, the unvested portion of the Option shall terminate in its\nentirety immediately upon the termination  of employment of the Option Holder.\nThe vested portion of the Option may be exercised by the Option Holder during\nthe six (6) month period beginning upon the day immediately following the date\nof the Option Holder's termination of employment for 'cause.'\n\n          (b) If the employment of the Option Holder by the Company terminates\nfor any reason other than 'cause,' the Option may be exercised by the Option\nHolder (or in the event of his death, by those entitled to do so under his will\nor by the laws of descent and distribution) until the end of the Option Period.\nIn any such case, the Option may be exercised only as to the shares of Stock as\nto which the Option had become vested on or before the date of the Option\nHolder's termination of employment, including those that vest as a result of\nsuch termination.\n\n     7.   TRANSFERABILITY.  Except to the extent permitted by the Committee in\n          ---------------                                                     \naccordance with the provisions of the Plan, the Option may not be transferred\nexcept by will or pursuant to the laws of descent and distribution, and it shall\nbe exercisable during the Option Holder's life only by him, or in the event of\nDisability or incapacity, by his guardian or legal representative, and after his\ndeath, only by those entitled to do so under his will or the applicable laws of\ndescent and distribution. Except as specifically provided herein, upon any\nattempt to transfer, assign, pledge, hypothecate or otherwise dispose of the\nOption or any right or privilege granted hereunder, or upon the levy of any\nattachment or similar process upon the rights and privileges herein conferred,\nthe Option and the rights and privileges hereunder shall become immediately null\nand void.\n\n     8.   LIMITATION OF RIGHTS.  The Option Holder or his successor shall have\n          --------------------                                                \nno rights as a stockholder with respect to the shares of Stock covered by this\nOption until the Option Holder or his successors become the holder of record of\nsuch shares.\n\n     9.   STOCK RESERVE.  The Company shall at all times during the term of this\n          -------------                                                         \nAgreement reserve and keep available such number of shares of Stock as will be\nsufficient to satisfy the requirements of this Agreement, and the Company shall\npay all original issue taxes (if any) on the exercise of the Option, and all\nother fees and expenses necessarily incurred by the Company in connection\ntherewith.\n\n                                       5\n\n \n     10.  WITHHOLDING.  The issuance of Stock pursuant to the exercise of this\n          -----------                                                         \nOption shall be subject to the requirement that the Option Holder shall make\nappropriate arrangements with the Company to provide for the amount of\nadditional income and other tax withholding applicable to the exercise of the\nOption.  The Option Holder shall have the right to elect to pay any or all such\namounts of tax withholding by electing to transfer to the Company, or to have\nthe Company withhold from shares of Stock otherwise issuable to the Option\nHolder, shares of Stock having a value equal to the amount required to be\nwithheld, or such lesser amount as may be elected by the Option Holder.  If such\nan election is made by the Option Holder, the value of shares of Stock to be\nwithheld shall be based upon the Fair Market Value of the Stock on the date that\nthe amount of tax to be withheld is to be determined.\n\n     11.  MISCELLANEOUS.\n          ------------- \n\n          (a) NOTICES.  Any notice required or permitted to be given under this\n              -------                                                          \nAgreement shall be in writing and shall be given by first class registered or\ncertified mail, postage prepaid, or by personal delivery to the appropriate\nparty, addressed:\n\n               (i)  If to the Company, to Qwest Communications International\n     Inc., Attention: Chief Financial Officer, 555 Seventeenth Street, Suite\n     1000, Denver, Colorado 80202, or at such other address as may have been\n     furnished to the Option Holder in writing by the Company; or\n\n               (ii) If to the Option Holder, to the Option Holder at #1 Manor\n     Hill Drive, Mendham, New Jersey  07945, or at such other address as may\n     have been furnished to the Company by the Option Holder.\n\nAny such notice shall be deemed to have been given as of the second day after\ndeposit in the United States mails, postage prepaid, properly addressed as set\nforth above, in the case of mailed notice, or as of the date delivered in the\ncase of personal delivery.\n\n          (b) AMENDMENT.  Except as provided herein, this Agreement may not be\n              ---------                                                       \namended or otherwise modified unless evidenced in writing and signed by the\nCompany and the Option Holder.\n\n          (c) DEFINED TERMS.  Capitalized terms shall have the meaning set forth\n              -------------                                                     \nin the Plan or herein, as the case may be.\n\n          (d) DISPUTES.  Notwithstanding the provisions of Article III of the\n              --------                                                       \nPlan, if any dispute arises between the Option Holder and the Company with\nrespect to the meaning or interpretation of the Plan or this Agreement, such\ndispute shall be resolved on a de novo basis pursuant to the arbitration\n                               -------                                  \nprovisions contained in Section 9 of the Employment Agreement.\n\n          (e) CONSTRUCTION; SEVERABILITY.  The section headings contained herein\n              --------------------------                                        \nare for reference purposes only and shall not in any way affect the meaning or\ninterpretation of this Agreement.  The invalidity or unenforceability of any\nprovision of this Agreement shall not affect \n\n                                       6\n\n \nthe validity or enforceability of any other provision of this Agreement, and\neach other provision of this Agreement shall be severable and enforceable to the\nextent permitted by law.\n\n          (f) WAIVER.  Any provision contained in this Agreement may be waived,\n              ------                                                           \neither generally or in any particular instance, by the Committee appointed under\nthe Plan, but only to the extent permitted under the Plan.\n\n          (g) BINDING EFFECT.  This Agreement shall be binding upon and inure to\n              --------------                                                    \nthe benefit of the Company and the Option Holder and their respective heirs,\nexecutors, administrators, legal representatives, successors and assigns.\n\n          (h) RIGHTS TO EMPLOYMENT.  Nothing contained in this Agreement shall\n              --------------------                                            \nbe construed as giving the Option Holder any right to be retained in the employ\nof the Company and this Agreement is limited solely to governing the rights and\nobligations of the Option Holder with respect to the Stock and the Option.\n\n          (i)  NON-APPLICABILITY OF SECTION 14.3.  The provisions of Section\n               ---------------------------------                            \n14.3 of the Plan shall not apply to the Option granted to the Option Holder\nhereunder.\n\n          (j) GOVERNING LAW.  This Agreement shall be governed by and construed\n              -------------                                                    \nin accordance with the laws of the State of Delaware.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year first above written.\n\n                         QWEST COMMUNICATIONS INTERNATIONAL  INC.\n\n                               \n                         By  \/s\/\n                            --------------------------------------------\n                                    ------------------------------\n\n\n                         OPTION HOLDER\n\n                               \/s\/\n                         -----------------------------------------------\n                                         Joseph P. Nacchio\n\n                                       7\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9544],"class_list":["post-40152","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40152","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40152"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40152"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40152"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40152"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}