Exhibit
10.1


 


2010 Qwest Management
Annual Incentive Plan Summary


 


Purpose


 


Qwest
Communications International Inc.’s compensation philosophy is to pay for
performance.  The purpose of this
incentive plan is to tie a portion of each participant’s compensation to
corporate goals and individual achievements.


 


Eligibility


 


Except
as set forth below, all Qwest management employees in non-sales-commissioned
positions who are on the payroll during 2010 and who remain on the payroll
until the “close date”, two weeks prior to the pay out date, are eligible to
participate in the 2010 Qwest Management Annual Incentive Plan.  If an incentive payment is approved for 2010,
pay out is expected to occur during the first quarter of 2011.


 


Employees
are ineligible for a payment if their employment terminates, either voluntarily
or involuntarily, prior to the program close date; if they are hired after September 30,
2010; if they are on other incentive plans (e.g., sales compensation plans); if
they are rated “Unacceptable” by their supervisor or, in the discretion of the
supervisor, their performance and/or behavior does not warrant a payout. In
addition, occupational employees, interns, contract employees and temporary
employees are ineligible for a payment.


 


Calculation


 


The incentive payment is calculated as follows:


 


	
  Base

  Salary

  	
  X

  	
  Target

  Percentage

  	
  X

  	
  Qwest

  Performance

  Percentage (on a

  Scale of 0-150%)

  	
  X

  	
  Individual

  Performance

  Percentage (on a

  Scale of 0-150%)

  	
  =

  	
  Incentive

  Payment

  



 


Target Percentage


 


The
target percentage used to calculate the payment is expressed as a percentage of
base salary. The target percentage varies based on an employee’s job
responsibility and impact on the business.


 


Qwest Performance Percentage


 


The Qwest performance percentage is based on two components:
Corporate Performance and Business Unit Performance, and will be scored between 0% -150% for each of the performance measures
described below.


 


1)             Corporate Performance (60% for all employees)


 


Corporate Performance is
determined by the weighted average of the following:


 


Revenue (total
company)  (20%)


EBITDA (total
company)  (30%)


Free Cash Flow (total
company)  (30%)


Imperatives (total
company)  (20%)


 


2)             Business Unit Performance
(40% for all employees)


 


a.               Revenue Generating Business
Units Performance


 


Revenue
Generating Business Unit Performance is determined by the weighted average of
the following:


 


1)


BMG:


Revenue (40%) 


Segment Income (40%)


Imperatives (20%)


 


Qwest reserves the right to amend or cancel this
plan either retroactively or prospectively or otherwise make adjustments that
it may deem necessary or appropriate in its sole discretion. 


 

















 


2)


Wholesale:


Revenue (20%)


Segment Income (60%)


Imperatives (20%)


 


3)


Mass
Markets:


Revenue (40%)


Segment Income (40%)


Imperatives (20%)


 


b.               Information
Technologies Performance


 


IT
Performance is determined by the weighted average of::


 


Revenue (total company) (20%)


Segment Income (total company) (40%)


Capital Expenditures (20%)


Imperatives (20%)


 


c.               Network Operations
Performance


 


Network
Performance is determined by the weighted average of:


 


Segment Income (total company) (20%)


Capital Expenditures (30%)


Network Expense (30%)


Imperatives (20%)


 


d.               Executive,
Human Resources, Corporate Communications, Corporate Strategy, Finance, Legal,
Risk Management, Government Relations, and Public Policy Performance is determined
by the average of BMG, Wholesale, Mass Markets and Network performance.


 


All performance targets for each measure will be established at the
beginning of 2010 and approved by the Board of Directors.


 


Individual Performance Percentage


 


The
individual performance percentage is
determined in an evaluation by the supervising manager of overall employee
performance compared to established performance objectives and behaviors
exhibited by the employee compared to Qwest’s core attributes and values.


 


Each
of the above financial performance targets may be based on non-GAAP measures
including adjustments to the reported GAAP financial statements as determined
at the end of the year and approved by the Board of Directors.  Imperative achievement is based on a
qualitative evaluation of non-financial performance objectives.  The Board of Directors will certify
performance attainment and approve payout prior to payout date.  The Board of Directors may consider the
impact of any one time or unusual items in determining the percentage
achievement of any performance target.


 


Nothing
in the 2010 Qwest Management Annual Incentive Plan is intended to modify the “At-Will”
nature of Qwest employees’ employment. 
All Qwest management employees are


 

















 


employed
“At-Will.”  This means either the employee or the company
may terminate the employee’s employment with or without cause at any time, and
without advance notice, procedure or formality.