CT Communications, Inc. Director Non-Qualified Stock Option Agreement under 2001 Stock Incentive Plan

Summary

This agreement is between CT Communications, Inc. and a director, granting the director a non-qualified option to purchase company stock under the 2001 Stock Incentive Plan. The option is fully vested on the grant date, must be exercised within five years, and is non-transferable except by will or inheritance. The director must follow company procedures to exercise the option and pay the option price. The agreement does not guarantee continued service as a director and is governed by North Carolina law.

EX-10.4 5 g91570exv10w4.txt EX-10.4 EXHIBIT 10.4 DIRECTOR OPTION CT COMMUNICATIONS, INC. AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT CT Communications, Inc., a North Carolina corporation (the "Company"), hereby grants an option to purchase shares of its common stock, (the "Stock") to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company's Amended and Restated 2001 Stock Incentive Plan (the "Plan"). Grant Date: ______ __, 2004 Name of Optionee: _________________________________________________ Optionee's Social Security Number: _____-____-_____ Number of Shares Covered by Option: ___ Option Price per Share: $__.__ BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY'S HUMAN RESOURCES DEPARTMENT UPON REQUEST. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD APPEAR TO BE INCONSISTENT. Optionee: -------------------------------------------------------------------- (Signature) Company: -------------------------------------------------------------------- (Signature) Title: -------------------------------------------------------------------- Attachment This is not a stock certificate or a negotiable instrument. CT COMMUNICATIONS, INC. AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR NON-QUALIFIED This option is not intended to be an incentive stock STOCK OPTION option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. VESTING This option is 100% vested as of the Grant Date. TERM Your option will expire at the close of business at Company headquarters on the day before the 5th anniversary of the Grant Date, as shown on the cover sheet. TERMINATION OF SERVICE If your Service terminates for any reason, you, or in AS A DIRECTOR the event of your death your estate or heirs, may exercise your option during its remaining term. NOTICE OF EXERCISE When you wish to exercise this option, you must follow the procedures establishes by the Company and its agent including filing the proper "Notice of Election to Exercise Stock Option" form at the address given on the form. If someone else wants to exercise this option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. FORM OF PAYMENT When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: - Cash, your personal check, a cashier's check, a money order or another cash equivalent acceptable to the Company. - Shares of Stock which have already been owned by you for more than six months and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. - By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. 2 TRANSFER OF OPTION During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse's interest in your option in any other way. RETENTION RIGHTS Neither your option nor this Agreement give you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent, Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason. SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option's shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan. ADJUSTMENTS In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. APPLICABLE LAW This Agreement will be interpreted and enforced under the laws of the State of North Carolina, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. 3 THE PLAN The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. CONSENT TO ELECTRONIC The Company may choose to deliver certain statutory DELIVERY materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver the Plan prospectus and the Company's annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Company's investor relations department to request paper copies of these documents BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. 4