{"id":40153,"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-communications4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-qualified-stock-option-agreement-qwest-communications4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-qualified-stock-option-agreement-qwest-communications4.html","title":{"rendered":"Non-Qualified Stock Option Agreement &#8211; Qwest Communications International Inc."},"content":{"rendered":"<pre>                        NON-QUALIFIED STOCK OPTION AGREEMENT\n\nThis Option Agreement (the 'Agreement') is made as of the 13th day of August, \n1999, between Qwest Communications International Inc., a Delaware corporation \n(the 'Company'), and __________ (the 'Optionee').\n\nWHEREAS, pursuant to the Qwest Communications International Inc. Equity \nIncentive Plan, as amended and restated, effective June 1, 1998 (the 'Plan'), \nthe Company desires to afford the Optionee the opportunity to purchase shares \nof Stock (the 'Common Shares').\n\nNOW, THEREFORE, in connection with the mutual covenants hereinafter set forth \nand for other good and valuable consideration, the receipt and adequacy of \nwhich is hereby acknowledged, the parties hereto agree as follows:\n\n1.   DEFINITIONS:  CONFLICTS.\n\nCapitalized terms used and not otherwise defined herein shall have the \nmeanings given thereto in the Plan.  The terms and provisions of the Plan are \nincorporated herein by reference.  Except as specifically otherwise provided \nherein, in the event of a conflict or inconsistency between the terms and \nprovisions of the Plan and the terms and provisions of this Agreement, the \nterms and provisions of the Plan shall govern and control.\n\n2.   GRANT OF OPTIONS.\n\nThe Company hereby grants to the Optionee the right and option (the 'Option') \nto purchase up to _____ Common Shares, on the terms and conditions herein set \nforth.\n\n3.   PURCHASE PRICE.\n\nThe purchase price of each Common Share covered by the Option shall be $28.50 \n(the 'Purchase Price').\n\n4.   TERM OF OPTIONS.\n\nThe term of the Option shall be ten (10) years from the date hereof, subject \nto earlier termination as provided in Sections 6 and 8 hereof.\n\n5.   VESTING OF OPTIONS.\n\n     (a)  The Option, subject to the terms, conditions and limitations contained\n          herein, shall vest and become fully exercisable with respect to all\n          the Common Shares on May 13, 2009, provided the Optionee has remained\n          in continuous \n\n                                       1\n\n\n          employment with the Company from the date hereof through May 13, 2009.\n          However, upon the closing of the merger contemplated by the Agreement \n          and Plan of Merger dated as of July 18, 1999, between the Company and \n          U S WEST, Inc. as amended as of the date hereof and as the same may \n          be further amended, restated or modified, between U S WEST, Inc., and \n          the Company (the 'Transaction'), the Option shall vest and become \n          exercisable in installments as set forth in the table below, provided \n          that, with respect to each such installment, the Optionee has \n          remained in continuous employment with the Company from the date \n          hereof through the date such installment is designated to vest:\n\n\n\n          Anniversary of Option Grant        Cumulative Shares Vested\n                                          \n          First                              __________\n          Second                             __________\n          Third                              __________\n          Fourth                             __________\n\n\n     Notwithstanding the vesting schedule set forth above and the provisions of\n     the Plan governing the terms of the Option, the Option will vest and become\n     immediately exercisable in the event of the Optionee's death or Disability\n     termination after the closing of the Transaction.  For avoidance of doubt,\n     if the Transaction does not close, the Option shall not vest if the\n     Optionee dies, is terminated as a result of Disability or otherwise ceases\n     for any reason whatsoever to be continuously employed by the Company prior\n     to May 13, 2009.\n\n6.   TERMINATION OF EMPLOYMENT.\n\n     (a)  Except as set forth in the Plan, in the event the Optionee's\n          employment with the Company is terminated for reasons other than due\n          to death, Disability or cause, the Option shall remain exercisable for\n          a period of up to three months after cessation of employment, to the\n          extent exercisable at the time of cessation of employment.  In the\n          event the Optionee's employment with the Company terminates by reason\n          of death or Disability after the closing of the Transaction, the\n          Option shall remain exercisable for a period of up to twenty-four (24)\n          months after cessation of employment.  In the event the Optionee's\n          employment with the Company is terminated by the Company for cause,\n          the Option shall immediately lapse as of the date of such termination\n          whether or not exercisable on such date.  Upon any cessation of the\n          Optionee's employment with the Company, the Option shall lapse as to\n          any Common Shares for which it has yet to become exercisable as of the\n          date of cessation of employment.\n\n     (b)  For purposes of this Agreement, the 'Company' shall include any\n          Affiliated Corporation of the Company.\n\n     (c)  For purposes of this Agreement, 'cause' shall mean willful misconduct,\n          a willful failure to perform the Optionee's duties, insubordination,\n          theft, \n\n                                       2\n\n\n          dishonesty, conviction of a felony or any other willful conduct that \n          is materially detrimental to the Company or such other cause as the \n          Board of Directors of the Company in good faith reasonably determines \n          provides cause for the discharge of the Optionee.\n     \n7.   CHANGE OF CONTROL.\n\n     (a)  For purposes of this Agreement, 'change of control' shall have the\n          meaning set forth in the Plan. For avoidance of doubt, the Transaction\n          shall not constitute a change of control for purpose of this Option,\n          and only transactions consummated following the close of the\n          Transaction shall constitute a change of control for purposes of this\n          Option.\n\n     (b)  In the event there is both a change of control and a subsequent\n          termination of the Optionee's employment with the Company (i) by the\n          Company for reasons other than cause or (ii) by the Optionee because\n          of a material diminution of his duties and responsibilities, in each\n          case following a change of control, the Option shall vest in full and\n          become immediately exercisable on the date of such termination, and\n          shall remain vested and exercisable during the remaining term thereof.\n          The provisions of this Section 7 shall apply only if a change of\n          control occurs following the closing of the Transaction.\n\n8.   FORFEITURE OF OPTION.\n\nNotwithstanding any other provision of this Agreement, if the Optionee \nengages in any activity in competition with any activity of the Company, or \notherwise contrary or harmful to the interests of the Company, including but \nnot limited to (i) conduct related to the Optionee's employment for which \neither criminal or civil penalties against the Optionee may be sought, (ii) \nviolation of Company policies, including without limitation, the Company's \ninsider trading policy, (iii) accepting employment with or serving as a \nconsultant, or advisor or in any other capacity to an employer that is in \ncompetition with or acting against the interests of the Company, including \nemploying or recruiting any present, former or future employee of the \nCompany, (iv) disclosing or misusing any confidential information or material \nconcerning the Company, or (v) participating in a hostile takeover attempt, \nthen this Option shall become void, shall be forfeited and shall terminate \neffective the date on which the Optionee enters into such activity, unless \nthe Option was terminated sooner by operation of another term or condition of \nthis Agreement or the Plan.\n\n9.   TRANSFERABILITY OF OPTION.\n\nExcept to the extent permitted by the Committee in accordance with the \nprovisions of the Plan, the Optionee may not voluntarily or involuntarily \npledge, hypothecate, assign, sell or otherwise transfer the Option except by \nwill or the laws of descent and distribution, and during the Optionee's \nlifetime, the Option shall be exercisable only by the Optionee.\n\n                                       3\n\n\n10.  NO RIGHTS AS A STOCKHOLDER.\n\nThe Optionee shall have no rights as a stockholder with respect to any Common \nShares until the date of issuance to the Optionee of a certificate evidencing \nsuch Common Shares.  No adjustments, other than as provided in Article IV of \nthe Plan, shall be made for dividends (ordinary or extraordinary, whether in \ncash, securities or other property) or distributions for which the record \ndate is prior to the date the certificate for such Common Shares is issued.\n\n11.  REGISTRATION:  GOVERNMENTAL APPROVAL.\n\nThe Option granted hereunder is subject to the requirement that, if at any \ntime the Committee determines, in its discretion, that the listing, \nregistration, or qualifications of Common Shares issuable upon exercise of \nthe Option is required by any securities exchange or under any state or \nFederal law, rule or regulation, or the consent or approval of any \ngovernmental regulatory body or other person is necessary or desirable as a \ncondition of, or in connection with, the issuance of Common Shares, no Common \nShares shall be issued, in whole or in part, unless such listing, \nregistration, qualification, consent or approval has been effected or \nobtained free of any conditions or with such conditions as are acceptable to \nthe Committee.\n\n12.  METHOD OF EXERCISING OPTION.\n\nSubject to the terms and conditions of this Agreement, the Option may be \nexercised by written notice to the Company,  Attention: Manager, Stock \nAdministration.  Such notice shall state the election to exercise the Option \nand the number of Common Shares in respect of which the Option is being \nexercised, shall be signed by the person or persons so exercising the Option \nand shall be accompanied by payment in full of the Purchase Price for such \nCommon shares.\n\nPayment of such Purchase Price shall be made in United States dollars by \ncertified check or bank cashier's check payable to the order of the Company \nor by wire transfer to such account as may be specified by the Company for \nthis purpose.  Subject to such procedures and rules as may be adopted from \ntime to time by the Committee, the Optionee may also pay such Purchase Price \nby (i) tendering to the Company Common Shares with an aggregate Fair Market \nValue on the date of exercise equal to such Purchase Price provided that such \nCommon Shares must have been held by the Optionee for more than six (6) \nmonths, (ii) delivery to the Company of a copy of irrevocable instructions to \na stockbroker to sell Common Shares or to authorize a loan from the \nstockbroker to the Optionee and to deliver promptly to the Company an amount \nsufficient to pay such Purchase Price, or (iii) any combination of the \nmethods of payment described in clauses (i) and (ii) and in the preceding \nsentence.  The certificate for Common Shares as to which the Option shall \nhave been so exercised shall be registered in the name of the person or \npersons so exercising the Option.  All Common Shares purchased upon the \nexercise of the Option as provided herein shall be fully paid and \nnon-assessable.\n\n                                       4\n\n\n13.  INCOME TAX WITHHOLDING.\n\nThe Company may make such provisions and take such steps as it may deem \nnecessary or appropriate for the withholding of all federal, state, local and \nother taxes required by law to be withheld with respect to the exercise of \nthe Option and the issuance of the Common Shares, including, but not limited \nto, deducting the amount of any such withholding taxes from any other amount \nthen or thereafter payable to the Optionee, or requiring the Optionee, or the \nbeneficiary or legal representative of the Optionee, to pay to the Company \nthe amount required to be withheld or to execute such documents as the \nCompany deems necessary or desirable to enable it to satisfy its withholding \nobligations.\n\n14.  NON-QUALIFIED STOCK OPTION.\n\nThe Option granted hereunder is not intended to be an 'incentive stock \noption' within the meaning of Section 422 of the Code.\n\n15.  BINDING EFFECT.\n\nThis Agreement shall be binding upon the heirs, executors, administrators and \nsuccessors of the parties hereto.\n\n16.  GOVERNING LAW.\n\nThis Agreement shall be construed and interpreted in accordance with the laws \nof the State of Delaware.\n\n17.  HEADINGS.\n\nHeadings are for the convenience of the parties and are not deemed to be part \nof this Agreement.\n\n18.  EXECUTION.\n\nThis Agreement is voidable by the Company if the Optionee does not execute \nthe Agreement within 30 days of execution by the Company.\n\n                                       5\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the \ndate and year first written above.\n\n\nQWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n\nBy:\n   -------------------------------\n   Name:\n   Title:\n\n\n\nOPTIONEE:\n\n\n\n----------------------------------\nName:\n\n\n                                       6\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-40153","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\/40153","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=40153"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40153"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40153"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40153"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}