FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED CENTURYTEL, INC. 2002 MANAGEMENT INCENTIVE COMPENSATION PLAN

 

                                                             Exhibit 10.2(e)(v)

 

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

                 UNDER THE AMENDED AND RESTATED CENTURYTEL, INC.

                   2002 MANAGEMENT INCENTIVE COMPENSATION PLAN

                           (February 17, 2005 Grants)

 

 

     THIS AGREEMENT is entered into as of February 17, 2005 by and between

CenturyTel, Inc., a Louisiana corporation ("CenturyTel"), and ______________

("Optionee").

 

     WHEREAS, Optionee is a key employee of CenturyTel or one of its

subsidiaries (collectively, the "Company") and CenturyTel considers it desirable

and in its best interest that Optionee be given an incentive to advance the

interests of CenturyTel by possessing an option to purchase shares of the common

stock, $1.00 par value per share, of CenturyTel (the "Common Stock") under the

Amended and Restated CenturyTel, Inc. 2002 Management Incentive Compensation

Plan (the "Plan"), which was approved by the Board of Directors of CenturyTel on

February 26, 2002, approved by the shareholders at CenturyTel's 2002 Annual

Meeting of Shareholders on May 9, 2002 and most recently amended and restated by

the Board of Directors of CenturyTel on February 25, 2004;

 

     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

 

                                       1.

                                 Grant of Option

 

     1.01   In consideration of future services, CenturyTel hereby grants to

Optionee, effective February 17, 2005 (the "Date of Grant"), the right,

privilege and option to purchase _____ shares of Common Stock (the "Option"

at an exercise price of $33.40 per share.

 

     1.02   The Option is a non-qualified stock option and shall not be treated

as an incentive stock option under Section 422 of the Internal Revenue Code of

1986, as amended (the "Code").

 

                                       2.

                                Time of Exercise

 

     2.01   Subject to the provisions of the Plan and the other provisions of

this Agreement, the Optionee shall be entitled to exercise the Option as

follows :

 

            With respect to 1/3 of the shares

            covered by the Option..............  beginning on the Date of Grant

 

            With respect to 2/3 of the shares

            covered by the Option, less any

            shares previously issued...........  beginning February 17, 2006

 

            With respect to all of the shares

            covered by the Option, less any

            shares previously issued...........  beginning February 17, 2007.

 

The Option shall expire and may not be exercised later than ten years after the

Date of Grant.

 

     2.02   Notwithstanding the foregoing, the Option shall become accelerated

and immediately exercisable in full (a) if Optionee dies while he is employed by

the Company, (b) if Optionee becomes disabled within the meaning of Section

22(e)(3) of the Code ("Disability") while he is employed by the Company, (c) if

Optionee retires from employment with the Company on or after attaining the age

of 55 ("Retirement") or (d) pursuant to the provisions of the Plan.

 

                                       3.

                       Conditions for Exercise of Option

 

     During Optionee's lifetime, the Option may be exercised only by him or

by his legal representative. The Option must be exercised while Optionee is

employed by the Company, or, to the extent exercisable at the time of

termination of employment, within 190 days of the date on which he ceases to be

an employee, except that (a) if he ceases to be an employee because of

Retirement, the Option may be exercised within three years from the date on

which he ceases to be an employee, (b) if an Optionee's employment is terminated

for cause, the unexercised portion of the Option is immediately terminated, and

(c) in the event of Optionee's Disability or death, the Option may be exercised

by the Optionee or, in the case of death, by his estate or by the person to whom

such right devolves from him by reason of his death within two years after the

date of his Disability or death; provided, however, that the Option and all

option gain, as defined in Section 4.01, shall at all times be subject to the

forfeiture provisions of Section 4 hereof; and provided further that no rights

to purchase Common Stock under this Option may be exercised later than ten years

after the Date of Grant.

 

                                       4.

                      Forfeiture of Option and Option Gain

 

     4.01   If, at any time during Optionee's employment by the Company o

within 18 months after termination of employment, Optionee engages in any

activity in competition with any activity of the Company, or inimical, contrary

or harmful to the interests of the Company, including but not limited to: (a)

conduct relating to Optionee's employment for which either criminal or civil

penalties against Optionee may be sought, (b) conduct or activity that results

in termination of Optionee's employment for cause, (c) violation of Company

policies, including, without limitation, the Company's insider trading policy

and corporate compliance program, (d) accepting employment with, acquiring a 5%

or more equity or participation interest in, serving as a consultant, advisor,

director or agent of, directly or indirectly soliciting or recruiting any

empl