EX-10.4








    Exhibit 10.4



 




    CENTENNIAL
    COMMUNICATIONS CORP.



 




    Non-Qualified
    Stock Option Agreement



 




    [Date]
    



 




    Employee/Optionee:               [Name]
    



 



    Number of shares
    of               [Number]




    Common Stock subject




    to this Agreement:



 



    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,
    [Number] 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 [Exercise 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.  (a) Commencing on
    [Vesting Date] (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.



 



    (b) Notwithstanding Section 4(a) hereof, if a Change
    of Control (as defined below) occurs, then 100% of the Option
    Shares shall become vested and exercisable (until the Option
    expires and terminates pursuant to Section 2 hereof) upon
    the earlier of (i) the date which is six months following
    the date of the Change of Control and (ii) the date of your
    termination of employment (x) by the Company or any
    Subsidiary or Parent thereof, or any successor to the
    Company’s assets or business, other than for Cause (as
    defined below) or (y) by you for Good Reason (as defined
    below). Notwithstanding the foregoing, the provisions of this
    Agreement, including Sections 4(a) and 8, shall continue to
    apply after a Change of Control.



 



    For purposes hereof, “Change of Control” shall
    mean:



 


			
	 	     (i) 
	
    any transaction pursuant to which any person or group (as such
    terms are defined in the Securities Exchange Act of 1934, as
    amended, (the “Exchange Act”)), other than
    Welsh, Carson, Anderson & Stowe VIII, L.P. or any
    affiliate or affiliates of such stockholders, becomes the
    beneficial holder (as defined in the Exchange Act) directly or
    indirectly, of more than 50% of the then-outstanding voting
    equity securities of the Company; or

	 
	 	    (ii) 
	
    any consolidation, merger, reorganization, sale of assets or
    similar transaction (each, a “Business
    Combination”) involving the Company or any of its
    Subsidiaries as a result of which more than 50% of the capital
    stock of the Company outstanding immediately after the effective
    date of such Business














 





			
	 	
	
    Combination is owned of record or beneficially by persons other
    than the holders of the Company’s capital stock immediately
    prior to such Business Combination.




 



    Notwithstanding the foregoing, the following shall not
    constitute a Change of Control: (i) a tax free spin-off
    transaction involving the Company or any of its Subsidiaries or
    (ii) the sale of common stock of the Company, by Welsh,
    Carson, Anderson & Stowe VIII or any affiliate thereof
    in a public offering or through a distribution to limited
    partners.



 



    For purposes hereof, “Cause” shall mean the
    following:



 


			
	 	     (i) 
	
    chronic use of alcohol or drugs materially affecting your
    performance;




 


			
	 	     (ii) 
	
    conviction of, or plea of nolo contendere to, a felony or
    crime involving moral turpitude;

	 
	 	    (iii) 
	
    failure to comply within a period of ten business days with a
    reasonable directive of your direct supervisor
    and/or the
    Chief Executive Officer of the Company relating to your duties
    or your performance and consistent with your position, after
    written notice that such failure will be deemed to be
    “Cause,” to the extent such failure can be cured
    within ten business days and if not so curable, fails to
    commence curing during said
    ten-day
    period and diligently pursue the curing of same until cured;




 


			
	 	    (iv) 
	
    your gross neglect or gross misconduct in carrying out your
    duties as an employee, resulting, in either case, in material
    economic harm to the Company, unless you believed in good faith
    that such act or non-act was in the best interests of the
    Company;

	 
	 	     (v) 
	
    fraud on or misappropriation of corporate assets or corporate
    opportunity; and

	 
	 	    (vi) 
	
    acts of dishonesty or breach of fiduciary obligation to the
    Company or violation of any Company rule, regulation, procedure
    or policy.




 



    For purposes hereof “Good Reason” shall mean
    the following: (i) the assignment to you of any duties,
    responsibility or authority, or the material diminishment of
    your duties, responsibility or authority, without your consent,
    which assignment or diminishment is inconsistent with your
    status, position or title immediately prior to such Change of
    Control, (ii) the change of your status, position or title
    without your consent, which change does not represent a
    promotion from your status, position or title immediately prior
    to such Change of Control, (iii) the reduction in the level
    of your reporting responsibility, without your consent, as it
    existed immediately prior to such Change of Control,
    (iv) the reduction in your base salary, without your
    consent, from your base salary as in effect immediately prior to
    the date of such Change of Control, (v) the relocation of
    your normal place of employment, without your consent, to a
    location more than twenty-five miles away from its site
    immediately prior to such Change of Control or (vi) the
    failure by the Company or any Subsidiary or Parent thereof to
    continue in effect, without your consent, any material
    compensation plan or health and welfare plan in which you
    participated immediately prior to such Change of Control, unless
    a substitute or alternative plan arrangement reasonably
    satisfactory to you has been made with respect to such plan,
    and, in each such case, such assignment, diminution, change,
    reduction, relocation or failure to continue a plan shall
    continue unremedied for a period of 15 days after written
    notice thereof from you to the Company. Notwithstanding the
    foregoing, a termination of your employment for retirement,
    Disability or Cause shall not constitute Good Reason.



 



    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.



 



    (d) In the event that you die while employed by the Company
    or any Subsidiary or Parent thereof (or die within a period of
    one month after ceasing to be employed by the Company or any
    Subsidiary or Parent thereof for any reason described in
    Section 8(a) above, within a period of three months after
    ceasing to be so employed for any reason described in
    Section 8(b) above or within a period of one year after
    ceasing to be so employed for any reason described in
    Section 8(c) above), then the Option may only be exercised
    within one year after your death. In such event, the Option may
    be exercised during such one year period by the executor or
    administrator of your estate or by any person who shall have
    acquired the Option through bequest or inheritance, but only to
    the same extent that you were entitled to exercise the Option
    immediately prior to the time of your death and you had not
    previously done so.



 



    (e) Notwithstanding any provision contained in this
    Section 8 to the contrary, in no event may the Option be
    exercised to any extent by anyone after the tenth anniversary of
    the Grant Date.



 



    9. Representations.  (a) You
    acknowledge receipt of a copy of the Information Statement
    Regarding the Centennial Communications Corp. and its
    Subsidiaries 1999 Stock Option and Restricted Stock Purchase
    Plan, prepared and distributed by the Company pursuant to the
    Registration Statements on
    Form S-8
    filed by the Company with the Securities and Exchange Commission
    on or about December 7, 1999 and November 28, 2001.



 



    (b) You further represent and warrant that you understand
    the Federal, state and local income tax consequences of the
    granting of the Option to you, the acquisition of rights to
    exercise the Option with respect to any Option Shares, the
    exercise of the Option and purchase of Option Shares, and the
    subsequent sale or other disposition of any Option Shares. In
    addition, you understand that the Company will be required to
    withhold Federal, state or local taxes (including social
    security and Medicare taxes) in respect of any compensation
    income realized by you as a result of the exercise of the
    Option, which compensation income shall generally equal the
    excess of the fair market value of any Option Shares received
    upon exercise of the Option at the time of exercise over the
    exercise price of the Option. To the extent that the Company is
    required to withhold any such taxes, you hereby agree that the
    Company may deduct from any payments of any kind otherwise due
    to you an amount equal to the total Federal, state and local
    taxes required to be so withheld, or if such payments are
    inadequate to satisfy such Federal, state and local taxes, or if
    no such payments are due or to become due to you, then you agree
    to provide the Company with cash funds or make other
    arrangements satisfactory to the Company regarding such payment.
    It is understood that all matters with respect to the total
    amount of taxes to be withheld in respect of any such
    compensation income shall be determined by the Board of
    Directors in its sole discretion.



 



    10. Adjustment.  (a) In the event
    that the Committee determines that dilution or enlargement of
    benefits under the Plan and the outstanding Awards thereunder
    will occur as a result of any reorganization, merger or
    consolidation, recapitalization, reclassification, stock split,
    split-up,
    combination or exchange of shares, distribution, declaration of
    any dividends (whether payable in Common Stock, cash or other
    property) or other similar













 






    transaction or event, the Committee shall, subject to the
    provisions of Section 10(c) below if the circumstances
    therein specified are applicable, make such equitable changes or
    adjustments as it deems necessary or appropriate in order to
    prevent such dilution or enlargement of benefits under the Plan
    and the outstanding Awards thereunder, to any or all of
    (i) the number of shares of Common Stock (and the option
    price per share) subject to the unexercised portion of any
    outstanding Option (to the nearest possible full share);
    provided, however, that the limitations of Section 424 of
    the Code shall apply with respect to adjustments made to ISOs,
    (ii) the number of shares of Common Stock to be acquired
    pursuant to an Award, and (iii) the number of shares of
    Common Stock for which Options
    and/or
    Awards may be granted under the Plan, as set forth in
    Section 4.1 hereof. All such adjustments shall be
    effective, final, binding and conclusive on all persons.



 



    (b) If any capital reorganization or reclassification of
    the capital stock of the Company or any consolidation or merger
    of the Company with another entity, or the sale of all or
    substantially all its assets to another entity, shall be
    effected in such a way that holders of Common Stock shall be
    entitled to receive stock, securities or assets (including cash)
    with respect to or in exchange for Common Stock, then, subject
    to the provisions of Section 10(c) below if the
    circumstances therein specified are applicable, each holder of
    an Option shall thereafter have the right to purchase, upon the
    exercise of the Option in accordance with the terms and
    conditions specified in the option agreement governing such
    Option and in lieu of the shares of Common Stock immediately
    theretofore receivable upon the exercise of such Option, such
    shares of stock, securities or assets (including, without
    limitation, cash) as may be issued or payable with respect to or
    in exchange for a number of outstanding shares of such Common
    Stock equal to the number of shares of such Common Stock
    immediately theretofore so receivable had such reorganization,
    reclassification, consolidation, merger or sale not taken place.



 



    (c) Notwithstanding Sections 10(a) and 10(b) hereof,
    in the event of (i) any offer to holders of the
    Company’s Common Stock generally relating to the
    acquisition of all or substantially all of their shares,
    including, without limitation, through purchase, merger or
    otherwise, or (ii) any proposed transaction generally
    relating to the acquisition of substantially all of the assets
    or business of the Company (herein sometimes referred to as an
    “Acquisition”), the Committee may, in its sole
    discretion, cancel any outstanding Options (provided, however,
    that the limitations of Section 424 of the Code shall apply
    with respect to adjustments made to ISO’s) and pay or
    deliver, or cause to be paid or delivered, to the holder thereof
    an amount in cash or securities having a value (as determined by
    the Committee acting in good faith) equal to the product of
    (A) the number of shares of Common Stock (the “Option
    Shares”) subject to the Options so cancelled multiplied by
    (B) the amount, if any, by which (1) the formula or
    fixed price per share paid to holders of shares of Common Stock
    pursuant to such Acquisition exceeds (2) the option price
    applicable to such Option Shares.



 



    11. Continuation of Employment.  Neither
    the Plan nor the Option shall confer upon you any right to
    continue in the employ of the Company or any Subsidiary or
    Parent thereof, or limit in any respect the right of the Company
    or any Subsidiary or Parent thereof to terminate your employment
    or other relationship with the Company or any Subsidiary or
    Parent thereof, as the case may be, at any time.



 



    12. Plan Documents.  This Agreement is
    qualified in its entirety by reference to the provisions of the
    Plan, which are hereby incorporated herein by reference.



 



    13. General Provisions.  (a) This
    Option Agreement shall be governed by and construed in
    accordance with the laws of the State of New York. If any one or
    more provisions of this Agreement shall be found to be illegal
    or unenforceable in any respect, the validity and enforceability
    of the remaining provisions hereof shall not in any way be
    affected or impaired thereby.



 



    (b) This Option Agreement and the Plan contain the entire
    agreement between the Company and you relating to the Option.
    Except as expressly provided in this Agreement or the Plan with
    respect to certain actions permitted to be taken by the Board of
    Directors of the Company or the Committee (as defined in the
    Plan) with respect to this Agreement and the terms of the
    Option, this Agreement may not be amended, modified, changed or
    waived other than by written instrument signed by the parties
    hereto.



 



    (c) This Option Agreement may be executed in two or more
    counterparts, each of which shall be deemed to be an original,
    but all of which together shall constitute one and the same
    instrument.













 






    Please acknowledge receipt of this Agreement by signing the
    enclosed copy of this Agreement in the space provided below and
    returning it promptly to the Secretary of the Company.



 



    CENTENNIAL COMMUNICATIONS CORP.



 


			
	 	    By 
	
        









    Accepted and Agreed to




    as of [Date]:



 



        

















 







    CENTENNIAL
    COMMUNICATIONS CORP.

    STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN



 




    OPTION
    EXERCISE FORM



 



    I,
                                              ,
    a Participant under the Centennial Communications Corp. and its
    Subsidiaries 1999 Stock Option and Restricted Stock Purchase
    Plan (the “Plan”), do hereby exercise the right
    to
    purchase           shares
    of Common Stock, $.01 par value, of Centennial
    Communications Corp. pursuant to the Option granted to me on
    June 4, 2008 under the Plan. Enclosed herewith is
    $          ,
    an amount equal to the total exercise price for the shares of
    Common Stock being purchased pursuant to this Option Exercise
    Form.



 


 


	 	 	 
	
 
	
 
	
 

	
    Date:
                   
	
 
	
        


    
Michael
    Small









 




    Send a
    completed copy of this Option Exercise Form to:
    



 



    Centennial Communications Corp.




    Corporate Office




    3349 Route 138, Bldg. A




    Wall, New Jersey 07719




    Attention: Chief Financial Officer