NuVox, Inc. Form S-8 Exhibit 4.12



Exhibit 4.12



NON-QUALIFIED STOCK OPTION AGREEMENT


UNDER
NUVOX, INC.
2001 STOCK
INCENTIVE PLAN


        THIS NON-QUALIFIED STOCK OPTION AGREEMENT
 ("Agreement"), made as of the _____th day of _______, 2001 ("Date of
Grant"), by and between NuVox, Inc. a Delaware corporation (hereinafter called the "Company"), and ____________________________ (herein
called "Optionee");


        WITNESSETH THAT:


        WHEREAS,
the Board of Directors of the Company (“Board of Directors”) adopted
the NuVox, Inc. 2001 Stock Incentive Plan (“Plan”) on ___________,
2001, pursuant to which shares of Series F Preferred Stock of the Company were
reserved for issuance under the Plan in the form of stock option grants; and 


        WHEREAS,
the Company desires to grant to Optionee a non-qualified stock option under the
Plan, which will not qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended; 


        NOW, THEREFORE,
 in consideration of the premises, and of the mutual agreements hereinafter set forth, it is
covenanted and agreed as follows:


        1.        
Grant of Option.      Pursuant to action of the Compensation
Committee (“Committee”) appointed by the Board of Directors to
administer the Plan, which action was taken effective as of the Date of Grant,
the Company grants to Optionee a non-qualified stock option (“Option”)
to purchase all or any part of ______________ shares of Series F Preferred Stock
of the Company, par value $0.01 per share (“Series F Preferred”), at a
purchase price of $_________ per share, subject to the terms and conditions set
forth herein. This Option is not intended to be, and will not be treated as, an
incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended. 


        2.        
Grant Subject to Plan.     
  This Option is granted under, and is expressly subject to, all of the terms and
provisions of the Plan, which terms are incorporated herein by reference.


        3.        
Term of Option.      To the extent exercisable pursuant to Section 4 hereof, this Option may be exercised only
during the "Option Term," which shall commence on the Date of Grant and shall expire on the earlier of: (a) the tenth anniversary of
the Date of Grant and (b) the date required by Subsection 6.7(d) of the Plan.


        4.        
Exercise of Option.      This Option may be exercised, in whole or in
part, during the Option Term only to the extent this Option has become
exercisable pursuant to Subsection 6.6 or 6.7 of the Plan and only to the extent
it has not expired or been forfeited pursuant to Subsection 6.7 of the Plan. 


        5.        
Anti-Dilution Provisions.      In the event that, during the
term of this Agreement, there is any change in the outstanding shares of Series
F Preferred of the Company by reason of stock dividends, recapitalizations,
mergers or consolidations in which the outstanding shares of Series F Preferred
are exchanged for other securities or assets of the Company or another entity,
split-ups, combinations or exchanges of shares and the like, the number of
shares of Series F Preferred covered by this Agreement, and the exercise price
set forth in Section 1 hereof, shall be adjusted, so that Optionee shall be
entitled to receive, upon exercise of the Option hereby granted, the number of
shares of Series F Preferred or other securities or assets which Optionee would
have been entitled to receive following such event if the Option hereby granted
had been exercised immediately prior to such event or any record date with
respect thereto. 


        6.        
Compliance With Laws and Regulations.     Notwithstanding anything
herein to the contrary, no shares of Series F Preferred subject to this Option
shall be issued by the Company pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law. 


        7.        
Execution of Additional Documents; Legends.      Optionee agrees, at
the time of exercise by Optionee of the Option hereby granted, or any part
thereof, to execute an Instrument of Accession to Stockholders’ Agreement,
an Instrument of Accession to Registration Rights Agreement and an Instrument of
Accession to Shareholders Agreement in the forms attached as Exhibits A, B
and C hereto, respectively. Optionee also agrees that the certificates
evidencing the shares acquired by Optionee on exercise of all, or any part of,
the Option hereby granted may, if deemed appropriate by the Committee, bear
restrictive legends referencing any applicable federal or state securities law
restrictions and the transfer restrictions imposed pursuant to the forms
attached as Exhibits A, B and C hereto. 


        8.        
Non-Transferability.      Neither the Option hereby granted nor
any rights under this Agreement may be assigned, transferred or in any manner
encumbered except by will or the laws of descent and distribution, and any
attempted assignment, transfer, mortgage, pledge or encumbrance except as herein
authorized, shall be void and of no effect. The Option hereby granted may be
exercised during Optionee’s lifetime only by Optionee. 


        9.        
Shares Issued on Exercise of Option.       It is the intention of the Company that on any exercise of the Option
granted hereby it will transfer to Optionee shares of Series F Preferred to satisfy its obligations to deliver shares on any exercise
hereof.


        10.        
Stockholder Rights.     Optionee shall not have any stockholder rights
with respect to shares of Series F Preferred subject to this Option until
Optionee has exercised this Option in accordance with a method prescribed by the
Committee and Optionee has received a duly issued stock certificate representing
the shares of Series F Preferred for which this Option was exercised. 


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        11.        
Committee Administration.      The Option granted hereby has
been granted pursuant to a determination made by the Committee, and the
Committee, subject to the express terms of this Agreement, shall have plenary
authority to interpret any provision of this Agreement and to make any
determinations necessary or advisable for the administration of this Agreement
and the exercise of the rights herein granted, and may waive or amend any
provisions hereof in any manner not adversely affecting the rights granted to
Optionee by the express terms hereof. 


        12.        
Governing Law.     To the extent federal law does not otherwise control, this Agreement, and the transactions
contemplated hereby, shall be governed by the laws of the State of Delaware, without regard to its conflicts of laws principles.


        13.        
No Right to Continued Employment.       Nothing in this Agreement shall be deemed to create any limitation or
restriction on such rights as the Company otherwise would have to terminate the employment of Optionee at any time for any reason.


        14.        
Binding Effect.     This Agreement shall be binding upon, and inure to
the benefit of, the Company and its successors and assigns and Optionee and
Optionee’s legal representatives, heirs, legatees, distributees, assigns
and transferees by operation of law, whether or not any such person shall have
become a party to this Agreement. 


        15.        
Withholding Taxes.     The Company shall have the right to
deduct or withhold, or require Optionee to remit to the Company, any amount
sufficient to satisfy the federal, state and local taxes required by law to be
withheld with respect to any taxable event arising as a result of this Option. 





3




        IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf and to be attested under the seal of the Company, pursuant to due
authorization, and Optionee has signed this Agreement to evidence acceptance of
the Option herein granted and of the terms hereof, all as of the date hereof. 


	 	NUVOX, INC.



	 	By:	

	ATTEST:

	  	 
	
	 	 
	[Name]
Assistant Secretary	  	 
	 	

	  	[First Name, Last Name]







4




Exhibit A





Instrument of Accession to Stockholders’ Agreement


        Reference
is made to that certain Amended and Restated Stockholders’ Agreement dated
as of March 31, 2000 (as amended and in effect from time to time, the
“Stockholders’ Agreement”), among NuVox, Inc., a Delaware
corporation (the “Company”), and the Stockholders (as defined therein)
of the Company. 


        The
undersigned, in order to become the owner or holder of ___________ shares (the
“Shares”) of Series F Preferred, $0.01 par value per share, of the
Company (“Series F Preferred”), hereby agrees that by the
undersigned’s execution hereof (a) the undersigned is a Stockholder
party to the Stockholders’ Agreement subject to all of the rights,
restrictions, conditions and obligations applicable to Stockholders set forth in
the Stockholders’ Agreement, and (b) all of such Shares of Series F
Preferred constitute Stock subject to all the rights, restrictions, conditions
and obligations applicable to Stock as set forth in the Stockholders’
Agreement. This Instrument of Accession shall take effect and shall become a
part of said Stockholders’ Agreement immediately upon execution. 


        Executed
as of the date set forth below under the laws of the State of Delaware. 


	  	  	Signature:

	


	  	  	Address:

 	


	  	  	 	


	  	  	 	


	  	  	Date: 	
 
	Accepted:

 	  	  
	NUVOX, INC.

	  	  
	By:

	

 	  	  
	Date:	
 	  	  




Exhibit B





Instrument
of Accession to Registration Rights Agreement


        Reference
is made to that certain Amended and Restated Registration Rights Agreement dated
as of March 31, 2000 (as amended and in effect from time to time, the
“Registration Rights Agreement”), among NuVox, Inc., a Delaware
corporation (the “Company”), and the Stockholders (as defined therein)
of the Company. 


        The
undersigned, in order to become the owner or holder of ___________ shares (the
“Shares”) of Series F Preferred, $0.01 par value per share, of the
Company (“Series F Preferred”), hereby agrees that by the
undersigned’s execution hereof (a) the undersigned is a Stockholder
party to the Registration Rights Agreement subject to all of the rights,
restrictions, conditions and obligations applicable to Stockholders set forth in
the Registration Rights Agreement, and (b) all of such Shares of Series F
Preferred constitute Restricted Securities subject to all the rights,
restrictions, conditions and obligations applicable to Restricted Securities as
set forth in the Registration Rights Agreement. This Instrument of Accession
shall take effect and shall become a part of said Registration Rights Agreement
immediately upon execution. 


        Executed
as of the date set forth below under the laws of the State of Delaware. 


	  	  	Signature:

	


	  	  	Address:

	


	  	  	 	


	  	  	 	


	  	  	Date: 	
 
	Accepted:

 	  	  
	NUVOX, INC.

	  	  
	By:

	

 	  	  
	Date:	
 	  	  







Exhibit C




Instrument
of Accession


        Reference
is made to that certain Shareholders Agreement dated as of August 14, 1998,
as amended as of November 18, 1998 and December 13, 1999, a copy of which
is attached hereto (as amended and in effect from time to time, the
“Shareholders’ Agreement”), among NuVox, Inc., a Delaware
corporation (the “Company”), and the Shareholders of the Company (as
defined therein). 


        The
undersigned, in order to become the owner or holder of ________________ shares
(the “Shares”) of the Series F Preferred, $0.01 par value per share,
of the Company, hereby agrees that by the undersigned’s execution hereof
(a) the undersigned is an Employee Shareholder party to the Shareholders
Agreement subject to all of the restrictions, conditions and obligations
applicable to Employee Shareholders set forth in the Shareholders Agreement, and
entitled to all of the rights and benefits of an Employee Shareholder
thereunder, and (b) all of the Shares (and any and all shares of stock of
the Company issued in respect thereof) are subject to all the restrictions,
conditions and obligations applicable to, and entitled to all of the rights and
benefits of, Shares as set forth in the Shareholders Agreement. This Instrument
of Accession shall take effect and shall become a part of the Shareholders
Agreement immediately upon execution. 


        Executed
as of the date set forth below under the laws of the State of Missouri. 


	  	  	Signature:

	


	  	  	Address:

	


	  	  	 	


	  	  	 	


	  	  	Date: 	
 
	Accepted:

 	  	  
	NUVOX, INC.

	  	  
	By:

	

 	  	  
	Date: