Ex-10.1



 






Exhibit 10.1




Director Award




CT COMMUNICATIONS, INC.

AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN




Director Deferred Stock Unit Award Agreement




CT Communications, Inc., a North Carolina corporation (the “Company”), hereby grants an award
of deferred stock units with respect to its common stock (the “Stock Units”) to the non-employee
Director named below. The terms and conditions of the award are set forth in this Agreement, in
the attached Schedule A which is a part of this Agreement, and in the Company’s Amended and
Restated 2001 Stock Incentive Plan (the “Stock Plan”) and Executive Nonqualified Excess Plan (the
“Deferral Plan”). The Stock Plan and the Deferral Plan are collectively referred to herein as the
“Plans,” and are incorporated herein by reference.




Grant Date: April __, 2005




Name of Director:                                                                                 




Director’s Social Security Number:                     -                    -                    




Number of Stock Units Covered by Award:                     




By signing this Agreement, you agree to all of the terms and conditions described in the Agreement,
including Schedule A and the Plans. You acknowledge that you have carefully reviewed this
Agreement, and agree that the terms of the Agreement will control in the event any provision of the
Plans should appear to be inconsistent with the Agreement.




	 	 	 	 	 
	Director:
	 	 	 	 
	

	 	

	 	 
	

	 	(Signature)	 	 
	Company:
	 	 	 	 
	

	 	

	 	 
	

	 	(Signature)	 	 
	Title:
	 	 	 	 
	

	 	

	 	 






This is not a stock certificate or a negotiable instrument. No shares of common stock of the
Company will be issued in connection with the grant or settlement of the Stock Units.




Attachment – Schedule A.




 









 








CT COMMUNICATIONS, INC.

AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN




Schedule A to

Director Deferred Stock Unit Award Agreement




	 	 	 
	Stock Unit Award

	 	The Stock Unit Award (“Award”) entitles you to
receive a cash payment in accordance with the
terms of the Award. The value of each Stock
Unit is equal to the fair market value per share
of the common stock of the Company as of the
Settlement Date of the Award.
	 
	 	 
	Vesting

	 	This Award is 100% vested as of the Award Date.
	 
	 	 
	Deferred Stock Unit

Account

	 	The number of Stock Units awarded to you will be
credited to your Deferred Stock Unit Account
under the Deferral Plan. Your Deferred Stock
Unit Account will be maintained and paid by the
Company in accordance with the terms of the
Deferral Plan.
	 
	 	 
	Dividend Rights

	 	If the Company declares a cash dividend on its
common stock, your Deferred Stock Unit Account
will be credited with an amount equal to the per
share dividend paid on the common stock and
deemed to be reinvested in additional Stock
Units at a price per unit equal to the fair
market value of the common stock on the dividend
payment date.
	 
	 	 
	Termination of Service
as a Director

	 	If your service as a Director terminates for any
reason, you, or in the event of your death, your
beneficiary under the Deferral Plan, will
receive a cash payment equal to the value of the
Stock Units in your Deferred Stock Unit Account
as of the Settlement Date.
	 
	 	 
	Settlement Date

	 	The Settlement Date for payment of your Deferred
Stock Unit Account will be the date that is on,
or as soon as practicable after, the date that
is six months following your termination of
service as a Director for any reason.
	 
	 	 
	Form of Payment

	 	Payment of your Stock Units will be made in a
single lump sum payment in cash. No common
stock will be issued to you.
	 
	 	 
	Transfer of Award

	 	You cannot transfer or assign this Award. For
instance, you may not use this Award as security
for a loan. If you attempt to do so, this Award
will immediately become invalid. You may,
however, transfer the value of this Award to
your beneficiary under the Deferral Plan upon
your death.






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	Shareholder Rights

	 	This Award does not give you (or your
beneficiary) the rights of a shareholder of the
Company.
	 
	 	 
	Creditor Rights

	 	You have the rights of a general creditor of the
Company to receive payment of the value of the
Stock Units as of the Settlement Date. The
Stock Units represent an unfunded and unsecured
obligation of the Company, subject to the terms
and conditions of the Plans and this Agreement.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend
or a similar change in the common stock of the
Company, the number of Stock Units covered by
this Award shall be adjusted (and rounded down
to the nearest whole number) if required
pursuant to the Stock Plan.
	 
	 	 
	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.
	 
	 	 
	Incorporation of Plans

	 	The terms of the Stock Plan and Deferral Plan
are incorporated in this Agreement by reference.
Certain capitalized terms used in this
Agreement are defined in the Plans, and have the
meaning set forth in the Plans.
	 
	 	 
	

	 	This Agreement and the Plans constitute the
entire understanding between you and the Company
regarding this Award. Any prior agreements,
commitments or negotiations concerning this
Award are superseded.
	 
	 	 
	Consent to Electronic
Delivery

	 	The Company may choose to deliver certain
statutory materials relating to the Plan in
electronic form. By accepting this Award you
agree that the Company may deliver the Stock
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 this Agreement, you agree to all of the terms and conditions described above.





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