Exhibit 10.4
CENTENNIAL COMMUNICATIONS CORP.
Non-Qualified Stock Option Agreement
<<Date>>
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Employee/Optionee:
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<<Name>>
<<Last_NAME>> |
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Number of shares
of
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<<Options>> |
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Common Stock
subject
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to this
Agreement:
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Pursuant
to the Centennial Communications Corp. and its Subsidiaries 1999
Stock Option and Restricted Stock Purchase Plan (the “
Plan ”), the Board of Directors of Centennial
Communications Corp. (the “ Company ”) has
granted to you on this date an option (the “ Option
”) to purchase in the aggregate, on the terms and subject to
the conditions set forth herein, <<Options>> shares of
the Company’s Common Stock, $.01 par value (“ Common
Stock ”). Such shares (as the same may be adjusted as
described in Section 10 below) are herein referred to as the
“ Option Shares ”. The Option shall constitute
and be treated at all times by you and the Company as a
“non-qualified stock option” for Federal income tax
purposes and shall not constitute and shall not be treated as an
“incentive stock option” as defined under Section
422(b) of the Internal Revenue Code of 1986, as amended (the
“ Code ”). The terms and conditions of the
Option are set out below.
1.
Date of Grant . The Option is granted to you on
<<Date>> (the “ Grant Date ”).
2.
Termination of Option . Your right to exercise the Option
(and to purchase the Option Shares) shall expire and terminate in
all events on the earlier of (i) ten years from the Grant Date
or (ii) the date provided in Section 8 below in the event
you cease to be employed by the Company or any
“Subsidiary” or “Parent” thereof (“
Subsidiary ” and “ Parent ” are
defined herein as defined in the Plan).
3.
Option Price . The purchase price to be paid upon the
exercise of the Option is $<<Price>> per share, the
fair market value of a share of Common Stock (as determined by the
Board of Directors of the Company) on the Grant Date (subject to
adjustment as provided in Section 10 hereof).
4.
Vesting . Commencing on
(one year anniversary of Grant Date ) and on each of the
three anniversaries of such date, in the event that you are
employed on a full-time basis by the Company or any subsidiary or
parent thereof on such date, you shall
become
entitled to exercise the Option with respect to 25% of the Option
Shares (rounded to the nearest whole share) until the Option
expires and terminates pursuant to Section 2 hereof.
5.
Additional Provisions Relating to Exercise . (a) Once
you become entitled to exercise the Option (and purchase Option
Shares) as provided in Section 4 hereof, such right will
continue until the date on which such Option expires and terminates
pursuant to Section 2 hereof, unless otherwise stipulated
herein. Notwithstanding anything contained herein to the contrary,
no new rights to exercise the Option with respect to any Option
Shares shall be acquired under Section 4 hereof after the date on
which you cease to be employed on a full-time basis by the Company
or any Subsidiary or Parent thereof.
(b) The
Compensation Committee of the Board of Directors of the Company
(the “Committee”), in its sole discretion, may at any
time accelerate the time set forth in Section 4 at which the
Option may be exercised by you with respect to any Option
Shares.
6.
Exercise of Option . To exercise the Option, you must
deliver a completed copy of the attached Option Exercise Form to
the address indicated on the Form, specifying the number of Option
Shares being purchased as a result of such exercise, together with
payment of the full option price for the Option Shares being
purchased. Payment of the option price must be made in cash or by
check or such other consideration acceptable to the Committee in
its sole discretion. You may also exercise the Option in accordance
with such other procedures adopted by the Committee from time to
time.
7.
Transferability of Option . You may not transfer the Option
(other than by will or the laws of descent and distribution). The
Option may be exercised during your lifetime only by you.
8.
Termination of Employment . (a) In the event that
(i) your employment by the Company or any Subsidiary or Parent
thereof is terminated by such entity for “cause” or
(ii) you terminate your employment by such entity for any
reason whatsoever other than as a result of your death or
disability, then the Option may only be exercised within one month
after the date on which you ceased to be so employed, and only to
the extent that you could have otherwise exercised the Option as of
the date on which you ceased to be so employed.
(b) In
the event that you cease to be employed on a full-time basis by the
Company or any Subsidiary or Parent thereof for any reason other
than a termination specified in Section 8(a) above, then the Option
may only be exercised within three months after the date on which
you ceased to be so employed, and only to the extent that you could
have otherwise exercised the Option as of the date on which you
ceased to be so employed.
(c) In
the event that you cease to be employed on a full-time basis by the
Company or any Subsidiary or Parent thereof by reason of a
“disability”, then the Option may only be exercised
within one year after the date you cease to be so employed, and
only to the same extent that you were entitled to exercise the
Option on the date you ceased to be so employed by reason of such
disability and had not previously done so.
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