SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CT Communications, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 56-1837282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
68 Cabarrus Avenue, East
Post Office Box 227
Concord, N.C. 28026-0227
(Address of Principal Executive Offices)
CT Communications, Inc. 1997 Employee Stock Purchase Plan
(Full title of the Plan)
MICHAEL R. COLTRANE
President and CEO
CT Communications, Inc,
68 Cabarrus Avenue, East
Post Office Box 227
Concord, North Carolina 28026-0227
(Name and address of agent for service)
(704) 722-2332
(Telephone number, including area code, of agent for service)
Copy To:
R. DOUGLAS HARMON
Smith Helms Mulliss & Moore, L.L.P.
Post Office Box 31247
Charlotte, North Carolina 28231
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
Title of each
Class of Securities to
be Registered Class B Nonvoting Common Stock
Amount to
be Registered 8,000 Shares
Proposed Maximum
Offering Price Per
Share (1) $180
Proposed Maximum
Aggregate Offering
Price (1) $1,440,000
Amount of Registration Fee $437
(1) Estimated solely for the purpose of calculating the
registration fee and computed according to Rule
457(h) under the Securities Act of 1933, as amended,
based on the price of the Common Stock of which
options granted pursuant to the Plan may be
exercised.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus of CT
Communications, Inc. (the "Registrant") with respect to this
Registration Statement in accordance with Rule 428 promulgated
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), are kept on file at the offices of the
Registrant. The Registrant will provide without charge to
participants in the Plan referenced herein, on the written or
oral request of any such person, a copy of any or all of the
documents constituting the Prospectus. Written requests for such
copies should be directed to Barry R. Rubens, Senior Vice-President,
CT Communications, Inc., 68 Cabarrus Avenue, East, Post Office Box 227,
Concord, North Carolina 28026-0227. Telephone requests may be directed to
(704) 722-2000.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, filed pursuant to Section
13 of the Exchange Act; and
(c) The description of the Registrant's Class B Nonvoting
Common Stock contained in its Registration Statement filed
under the Exchange Act and all amendments and reports filed
for the purpose of updating such description, including the
Registrant's Definitive Proxy Statement filed with the
Commission on September 21, 1993.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto, which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.
The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to Barry R. Rubens, Senior Vice-President, CT
Communications, Inc., 68 Cabarrus Avenue, East, Post Office Box 227,
Concord, North Carolina 28026-0227. Telephone requests may be directed
to (704) 722-2000.
Item 6. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Restated Articles
of Incorporation, and no contracts between the Registrant and its
directors and officers nor resolutions adopted by the Registrant,
relating to indemnification. The Registrant's Restated Articles
of Incorporation prevent the recovery by the Registrant of
monetary damages against its directors. However, in accordance
with the provisions of the North Carolina Business Corporation
Act (the "Act"), the Registrant's Bylaws provide that, in
addition to the indemnification of directors and officers
otherwise provided by the Act, the Registrant shall, under
certain circumstances, indemnify its directors, executive
officers and certain other designated officers against any and
all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time
known or reasonably should have been known by such director or
officer to be clearly in conflict with the best interests of the
Registrant. Pursuant to such Bylaws and as authorized by
statute, the Registrant maintains insurance on behalf of its
directors and officers against liability asserted against such
persons in such capacity whether or not such director or officers
have the right to indemnification pursuant to the Bylaws or
otherwise.
In addition to the above-described provisions, Sections 55-8-
50 through 55-8-58 of the Act contain provisions prescribing the
extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interest, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a director
in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to him in which he was adjudged liable on such
basis. The above standard of conduct is determined by the Board
of Directors, or a committee thereof, special legal counsel or
the shareholders as prescribed in Section 55-8-55 of the Act.
Sections 55-8-52 and 55-8-56 of the Act require a corporation
to indemnify a director or officer in the defense of any
proceeding to which he was a party because of his capacity as a
director or officer against reasonable expenses when he is wholly
successful in his defense, unless the articles of incorporation
provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged
fairly and reasonably so entitled under Section 55-8-54. Section
55-8-56 allows a corporation to indemnify and advance to an
officer, employee or agent who is not a director to the same
extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a
resolution of the board of directors.
In addition, Section 55-8-57 permits a corporation to provide
for indemnification of directors, officers, employees or agents,
in its articles of incorporation or bylaws or by contract or
resolution, against liability in various proceedings and to
purchase and maintain insurance policies on behalf of these
individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and
does not purport to be complete. It is qualified in its entirety by
reference to the relevant statutes which contain detailed specific
provisions regarding the circumstances under which and the person for whose
benefit indemnification shall or may be made and accordingly are set forth
in Exhibit 99.2 hereto and incorporated herein by reference.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
Exhibit No. Description of Exhibit
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P., as
to legality of securities to be registered.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
24.1 Power of Attorney (included in signature page).
99.1 CT Communications, Inc. 1997 Employee Stock
Purchase Plan.
99.2 Provisions of North Carolina law relating to
indemnification (incorporated herein by reference
to Exhibit 99.2 of the CT Communications, Inc.
Registration Statement on Form S-8 (Registration
No. 33-59645) filed on May 26, 1995).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Concord,
North Carolina, on June 26, 1997.
CT COMMUNICATIONS, INC.
By: /s/ MICHAEL R. COLTRANE
Michael R. Coltrane
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Michael R.
Coltrane and Barry R. Rubens, and each of them acting
individually, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them acting
individually, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them acting
individually, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/S/ MICHAEL R. COLTRANE President, Chief Executive June 26, 1997
Michael R. Coltrane Officer and Director
(Principal Executive Officer)
/S/ L.D. COLTRANE III Chairman of the Board June 26, 1997
L.D. Coltrane III and Director
/S/ BARRY R. RUBENS Senior Vice President June 26, 1997
Barry R. Rubens (Principal Financial
and Principal Accounting
Officer)
/S/ JOHN R. BOGER, JR. Director June 26, 1997
John R. Boger, Jr.
/S/ O. CHARLIE CHEWNING Director June 26, 1997
O. Charlie Chewning
Director June __, 1997
Samuel E. Leftwich
/S/ JERRY H. MCCLELLAN Director June 26, 1997
Jerry H. McClellan
/S/ BEN F. MYNATT Director June 26, 1997
Ben F. Mynatt
/S/ PHIL W. WIDENHOUSE Director June 26, 1997
Phil W. Widenhouse
SMITH HELMS MULLISS & MOORE, L.L.P.
Attorneys at Law
Post Office Box 31247
Charlotte, North Carolina 28231
(704) 343-2000
June 26, 1997
343-2000
CT Communications, Inc.
68 Cabarrus Avenue, East
P. O. Box 227
Concord, North Carolina 28025
Re: Registration Statement on Form S-8 Filed June 26, 1997 -
8,000 Shares of Class B Nonvoting Common Stock to be Issued
Pursuant to 1997 Employee Stock Purchase Plan
Ladies and Gentlemen:
In connection with the possible offering and sale from time
to time of all or a portion of 8,000 shares of the Class B
Nonvoting Common Stock of CT Communications, Inc. (the "Shares"),
upon the terms and conditions set forth in the Registration
Statement on Form S-8 (the "Registration Statement") filed on
June 26, 1997 by the registrant with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
we are of the opinion that when (a) the Registration Statement
shall become effective and (b) the Shares have been sold upon the
terms and conditions set forth in the Registration Statement, the
Shares will be validly authorized and legally issued, fully paid
and non-assessable.
We hereby consent to the filing of a copy of this opinion as
Exhibit 5.1 of the Registration Statement.
Very truly yours,
/s/ SMITH HELMS MULLISS & MOORE, L.L.P.
Independent Auditors Consent
The Board of Directors
CT Communications, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 pertaining to the CT Communications, Inc.
1997 Employee Stock Purchase Plan of our report dated February
28, 1997, related to the consolidated balance sheets as of
December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31,
1996, and the related financial statement schedule which report
appears in the December 31, 1996 annual report on Form 10-K of CT
Communications, Inc.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
June 25, 1997
CT COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
1. Purposes
This CT Communications, Inc. 1997 Employee Stock Purchase
Plan is intended to provide an employment incentive to eligible
employees, including officers, of CT Communications, Inc. (the
"Corporation") and its Subsidiary corporations, by increasing
their proprietary interest in the Corporation s success and
encouraging ownership of the Corporation s Common Stock, and to
encourage them to remain in the employ of the Corporation or a
Subsidiary. It is not intended that this Plan shall operate as
an employee stock purchase plan within the meaning of Code
section 423(b).
2. Definitions
Wherever used herein, the following words and phrases shall have the
meanings stated below unless a different meaning is plainly required by the
context:
(a) "Board of Directors" means the Board of Directors of the
Corporation.
(b) "Code" means the Internal Revenue Code of 1986, as now in force or as
hereafter amended.
(c) "Committee" means the Compensation Committee of the Board of
Directors, to which the Board of Directors may delegate its powers
with respect to administration of the Plan pursuant to Section 3 hereof.
(d) "Common Stock" means the Corporation's authorized but unissued
$50.00 Par Value Nonvoting Class B Common Stock. Common Stock hereunder
includes both treasury stock and stock of original issue.
(e) "Corporation" means CT Communications, Inc.
(f) "Elected Shares" means those shares of Common Stock which an
Optionee elects to purchase pursuant to Section 6(c) hereof.
(g) "Employee" means an employee (including officers) of the Corporation
or a Subsidiary.
(h) "Exercise Date" means the date after which an Option shall lapse
and become null and void.
(i) "Fair Market Value" means, with respect to any given day, the value
for a share of Common Stock determined by using the weighted average price
of the two (2) most recent arm's length trades of the Common Stock
between unrelated parties as reported to the Corporation.
(j) "Note" means the promissory note which may be entered into between an
Optionee and the Corporation to facilitate payment for the Elected Shares,
as further described in Section 6(d) hereof.
(k) "Notice of Grant" means the document or documents which shall:
(i) be in such form as the Committee shall determine; (ii) incorporate,
by reference, the terms and provisions of this Plan; and (iii) be issued
to each Optionee at least two weeks prior to the Exercise Date.
(l) "Option" (or "Options") means the right granted hereunder which
will entitle an Optionee to purchase shares of Common Stock
(m) "Option Date" means the date upon which Options are
granted by the Board of directors, which must occur within
eighteen (18) months after the Corporation s shareholders
have approved the Plan.
(n) "Option Period" means the term to be established by the
Committee for each Option during which an Option may be
exercised. Each Option Period shall end on an Exercise
Date.
(o) "Option Price" means the price per share of Common Stock described
in Section 6(b) hereof.
(p) "Optionee" means an Employee selected by the Committee to receive an
Option.
(q) "Plan" means the CT Communications, Inc. 1997 Employee Stock
Purchase Plan.
(r) "Subsidiary" or "Subsidiaries" means the corporation or corporations
meeting the requirements of Code section 424(f).
3. Administration
The Plan shall be administered by the Committee. No member
of the Board of Directors who is not otherwise employed by the
Corporation shall be eligible to receive an Option. No
individual director who is or within the preceding year has been
eligible to receive an Option may serve as a member of the
Committee. No member of the Board of Directors may exercise
discretion with respect to, or participate in, the administration
of the Plan if, at any time within one year prior to such
exercise or participation, he or she has been eligible for
selection as a person to whom stock may be allocated or to whom
stock options or stock appreciation rights may be granted
pursuant to the Plan or any other plan of the Corporation or any
Subsidiary or other affiliate thereof entitling the participants
therein to acquire stock, stock options or stock appreciation
rights of the Corporation or of any of its Subsidiaries or other
affiliates. Subject to the express provisions of the Plan, the
Committee may interpret the Plan, prescribe, amend and rescind
rules and regulations relating to it, correct any defect or
omission or reconcile any inconsistency in the Plan, determine
the terms and provisions of the Options granted hereunder,
determine and change the Offering Periods, Offering Dates and
Exercise Periods (except as otherwise limited herein) and make
all other determinations necessary or advisable for the
administration of the Plan. The determinations of the Committee
on all matters regarding the Plan shall be conclusive. The
Committee shall have the absolute discretion to select Optionees
and determine the number of shares of Common Stock that may be
purchased by an Optionee under this Plan.
4. Eligibility
Any Employee may be designated as an Optionee by the
Committee and may be granted as of the Option Date an Option to
purchase Common Stock.
5. Stock
The stock subject to the Options to be issued hereunder
shall be the Common Stock. The maximum number of such shares to
be issued upon the exercise of the Options hereby granted shall
be an aggregate of Eight Thousand (8000) shares. In the event
that any Option expires or is terminated, surrendered or canceled
without being exercised, in whole or in part, for any reason, the
number of shares of Common Stock theretofore subject to such
Option shall again be available for grant as an Option hereunder
and shall not reduce the aggregate number of shares of Common
Stock available for grant as such Options as set forth in this
Section 5.
6. Terms and Conditions of Options
Options granted hereunder shall be evidenced by a Notice of
the Grant. Such Options shall be subject to the following terms
and conditions:
(a) Duration of the Option. Each Option shall, unless
sooner expired pursuant to Section 6(g) or (h) be exercised
by the Exercise Date. Each Option not exercised during an
Offering Period shall expire on the Exercise Date for the
Offering Period.
(b) Option Price. The Option Price shall be the Fair
Market Value of the Common Stock on the Exercise Date but
not less than the par value of such stock.
(c) Elected Shares. Each Optionee shall notify the
Corporation, in the manner described in Section 6(f) and on
such forms as shall be provided by the Corporation, of the
number of Elected Shares which the Optionee wishes to
purchase, which election may be for either all or any part
of the shares subject to the Option.
The Optionee may elect to pay the Corporation the Fair
Market Value of the Common Stock as described in Section (f)
by making full payment for the Fair Market Value of the
Elected Shares to the Corporation by the Exercise Date.
Alternatively, the Optionee may enter into a Note by the
Exercise Date (as described in Section 6(d)) to facilitate
payment to the Corporation of the Fair Market Value of the
Elected Shares.
(d) Note. The Corporation shall make available to each
Optionee an alternative means of exercising an Option as
described in this Section 6(d). Before the Exercise Date,
the Optionee and the Corporation may enter into a Note for a
period not to exceed twenty-four (24) months, such Note
accruing simple interest at the rate of six percent (6%) per
annum, computed on a 365 day basis, on the amount due on the
Note. The Note will be in a principal amount equal to the
Fair Market Value of the Elected Shares for which the
Optionee does not tender payment by the Exercise Date, and
shall be secured by Elected Shares purchased under the
Option and held by the Corporation as described in Section
6(k). Payments on the Note will be made from the Optionee's
salary on a payroll deduction basis and all amounts withheld
shall be exclusively applied to the retirement of the Note.
(e) Date by Which Option Shall be Exercised. Except as
provided in Section 6(h) and (i), each Option which is
exercised shall be exercised on or before the Exercise Date.
(f) Manner of Exercising Option. Except as provided in
Section 6(h) and (i), each Optionee shall, on such forms as
shall be provided by the Corporation, at least three (3)
business days prior to the Exercise Date, notify the
Corporation of the Optionee's election either to: (i)
exercise the Option to purchase all or any part of the
Elected Shares by cash payment on or before the Exercise
Date; (ii) exercise the Option to purchase all or any part
of the Elected Shares by entering into a Note for payment of
the Option Price and secured by the Elected Shares; (iii)
any combination of (i) or (ii); or, (iv) decline to so
exercise the Option, which election, in all events, shall be
effective as of said Exercise Date.
In the event the Optionee so exercises the Option by
payment of cash, the Optionee shall tender to the
Corporation all funds as may be necessary to purchase all or
any part of the Optionee's Elected Shares.
In the event that the Optionee enters into a Note,
salary withholding for repayment of the Note shall begin
immediately and continue until the Note is paid in full.
Should the Optionee fail to deliver the notification
form referred to in this Section 6(f), such failure shall be
deemed an election by said Optionee to decline to exercise
the Option.
(g) Termination of Option. An Optionee may at any time on
or before the Exercise Date terminate the Option in its
entirety by written notice of such termination delivered in
the manner set forth in Section 11 hereof. Such termination
shall become effective upon receipt of such notice by the
Corporation. Upon such termination, the Note will become
due pursuant to its terms, and all further rights and
privileges of Optionee granted pursuant to this Plan and the
Option granted hereunder shall be terminated.
(h) Termination of Employment. In the event that an
Optionee's employment by the Corporation or a Subsidiary is
terminated other than by retirement with the consent of the
Corporation, medical disability (determined in accordance
with the Corporation's long term disability plan then in
effect) or by death, all rights and privileges of Optionee
granted pursuant to the Plan and of any Option granted
hereunder shall terminate, except that any obligations
arising under the Note(s) shall continue under the terms of
the Note(s). If any termination of employment is due to
retirement with the consent of the Corporation, the Optionee
shall have the right within two (2) business days prior to
the Exercise Date, to exercise the Option to purchase all or
any part of the Optionee's shares. If the Optionee shall
become medically disabled or dies while in the employment of
the Corporation or any Subsidiary of the Corporation before
the Exercise Date, the Optionee's beneficiary (as provided
in Section 6(j) estate, or personal representative shall
have the right, at any time, within two (2) business days
prior to the Exercise Date, to exercise the employee's
Option to purchase all or any part of the shares. Options
exercised pursuant to the terms of this Section 6(h) may be
exercised (during the specified times) as to all or any part
of the shares by written notice delivered in the manner set
forth in Section 11 hereof and tendering with such notice
payment of any or all funds, and shall be deemed exercised
as of the date such notice is delivered. Failure to deliver
such notice and payment within the time provided shall be
deemed an election not to exercise the Option, which shall
terminate.
Retirement of an Optionee at the Optionee's normal
retirement date in accordance with the provisions of any
retirement plan adopted by the Corporation or by any
Subsidiary shall be deemed to be a retirement with the
consent of the Corporation. Whether any other terminations
of employment (either at an optional retirement date in
accordance with the provision of any such retirement plan or
otherwise) are to be considered retirements with the consent
of the Corporation and whether authorized leaves of absence
or absences on military or government service or for other
reasons shall constitute a termination of employment for the
purposes of the Plan, shall be determined by the Committee,
the determination of which shall be final and conclusive.
Employment by the Corporation or any Subsidiary shall be
deemed to be continuous and not to terminate during any
uninterrupted period in which an employee is in the
employment of the Corporation or any Subsidiary, but only if
and so long, in the case of employment by a Subsidiary, as
employment by such Subsidiary will, under the applicable
provisions of the Code as then in effect, result in the same
tax treatment as would be accorded if such Optionee were an
employee of the Corporation.
(i) Adjustment Provisions. The aggregate number of shares of Common
Stock with respect to which Options may be granted, the aggregate number
of shares of Common Stock subject to each outstanding Option, and the
Option Price per share of each Option may all be appropriately adjusted
as the Board of Directors may determine for any increase or decrease in
the number of shares of issued Common Stock resulting from a subdivision
or consolidation of shares, whether through reorganization, recapitaliza-
tion, stock split-up, stock distribution or combination of shares, or the
payment of a share dividend or other increase or decrease in the number
of such shares outstanding effected without receipt of consideration by
the Corporation. Adjustments under this Section 10 shall be made
according to the sole discretion of the Board of Directors, and its
decision shall be binding and conclusive.
(j) Transferability and Designation of Beneficiary. No
Option may be transferred, assigned, pledged, or
hypothecated (whether by operation of law or otherwise),
except as provided by will or the applicable laws of descent
or distribution, and no Option shall be subject to
execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other
disposition of an Option, or levy of attachment or similar
process upon the Option not specifically permitted herein
shall be null and void and without effect. An Option may be
exercised only by the Optionee during his or her lifetime,
and only by the Optionee's beneficiary (as described below),
estate or the person who acquires the right to exercise such
Option upon the Optionee's death.
Each Optionee may file a written designation of beneficiary
who is to receive any stock or cash in the event that such
Optioneeee dies after the end of an Offering Period but
before the issuance of the shares or during an Offering Period
but before the Exercise Date.
(k) Rights as a Shareholder. An Optionee shall have all
rights as a shareholder with respect to shares purchased
pursuant to the Options to be granted hereunder after full
payment has been made for such shares and a stock
certificate for such shares has been actually issued to said
Optionee, except that Elected Shares which are security for
a Note shall be held by the Corporation until the Note is
paid in full. No adjustment will be made for dividends or
other rights for which the record date is prior to the date
of such issuance.
(l) Registration. Each Option under the Plan shall be
granted on the condition that a registration statement under
the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock subject to such
Option has become effective and a copy of the prospectus has
been delivered to the Optionee.
(m) Additional Conditions. As a condition to the exercise
of an Option, the Corporation may require the person
exercising such Option to represent that, at the time of any
such exercise, the shares are being purchased only for an
investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the
Corporation, such representation is required by any of the
aforementioned applicable provisions of law.
7. Duration of the Plan
The Plan will terminate on the first to occur of (i) the
granting of all Options authorized under the Plan , (ii)
termination by the Committee pursuant to Section 8 hereof or
(iii) December 31, 1999.
8. Termination and Amendment of the Plan
The Committee may, from time to time, alter, amend, or
suspend the Plan at any time without notice, or may at any time
terminate the Plan, provided that no Optionee's existing rights
are materially and adversely affected thereby without the consent
of the affected Optionee; provided further, upon any such
amendment or modification, all Optionees shall continue to have
the same rights and privileges as other Optionees (except as
otherwise provided for in Section 6 hereof); and provided
further, that no such amendment of the Plan shall, except as
provided Section 6 hereof; change the formula by which the price
for which the Common Stock shall be sold is determined or
increase the maximum number of shares which any Optionee may
purchase.
9. Application of Funds
The proceeds received by the Corporation from the sale of
its Common Stock pursuant to Options granted hereunder will be
used for general corporate purposes.
10. No Obligation to Purchase Shares
The granting of an Option pursuant to this Plan shall impose
no obligation upon the Optionee to purchase any shares covered by
such Option unless such Optionee affirmatively elects to purchase
Common Stock as described in Section 6(c).
11. Notices
Any notice which the Corporation or Optionee may be required
or permitted to give to each other shall be in writing and shall
be deemed given when delivered personally or deposited in the
U.S. Mail, first class postage prepaid, addressed as follows:
Secretary, CT Communications, Inc., 68 Cabarrus Avenue, Post
Office Box 227, Concord, North Carolina 28026-0227, or as such
other address as the Corporation, by notice to the Optionee, may
designate in writing from time to time; to the Optionee, at the
address shown on the records of the Corporation, or at such other
address as the Optionee, by notice to the Corporation, may
designate in writing from time to time.
12. The Right of the Corporation to Terminate Employment
Nothing contained in the Plan or in any option granted
pursuant to the Plan shall confer upon any Optionee any right to
be continued in the employment of the Corporation or one of its
Subsidiaries, or shall interfere in any way with the right of the
Corporation or any of its Subsidiaries, as the case may be, to
terminate his employment at any time for any reason.
13. Miscellaneous
(a) Legal and Other Requirements. The obligations of the
Corporation to sell and deliver Common Stock under the Plan shall
be subject to all applicable foreign or domestic laws,
regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under
the Securities Act and the requirements of any stock exchange
upon which the shares of Common Stock may be listed if deemed
necessary or appropriate by the Corporation. Certificates for
shares of Common Stock issued hereunder may be legended as the
Committee shall deem appropriate
(b) Withholding Taxes. Upon the exercise of any Option
under the Plan, the Corporation shall have the right to require
the Optionee to remit to the Corporation an amount sufficient to
satisfy all federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for
shares of Common Stock
14. Effectiveness of the Plan
The Plan shall become effective only if:
A. The Plan shall have been adopted by the Board of
Directors of the Corporation; and
B. The Plan shall have been approved by the
affirmative vote of the holders of at least a majority of
shares of Class A Common Stock voted at the shareholders'
meeting at which the Plan is considered.
