Form of 2006 Annual Equity Award Agreement



 Form of 2006 Annual Award Agreement 
 Exhibit 10.1 
 EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN

 AWARD AGREEMENT 
  

			
	To:	  	                                 (“You”
 or the “Participant”)
		
	From:	  	Embarq Corporation (the “Company”)
		
	Date:	  	                        , 2006

 Notice of Grant 
 Subject to the Embarq Corporation 2006 Equity Incentive Plan (the “Plan”) and this Award Agreement, including Attachment A (the “Award Agreement”), the Company is granting to you an
award of Restricted Stock Units (“RSUs”) and Stock Options (“Options”) under the Plan (this “Award”). The number of RSUs, the number of Shares subject to Options, the Grant Date, the Regular Annual
Grant Date, and the settlement/vesting dates for such RSUs and Options, respectively, are as follows: 
 GRANT
OF RSUS 
  

							
	Grant Date:	  	  
	  	
			
	Regular Annual Grant Date:	  	February 7, 2006	  	
			
	Total Number of RSUs:	  	  1
	  	
				
	Settlement Dates:	  	 Date:
 February 7, 2008
 February 7, 2009
	 	 % of RSUs Settled:
 50%
 50%
	  	

 GRANT OF STOCK
OPTIONS 
  

							
	Grant Date:	  	  
	  	
			
	Regular Annual Grant Date:	  	February 7, 2006	  	
			
	Strike Price:	  	  
	  	
			
	Total Number of Shares Subject to Options:	  	  
	  	
				
	Vesting Dates:	  	 Date:
 February 7, 2007
 February 7, 2008
 February 7, 2009
	 	 Vested %:
 34%
 33%
 33%
	  	



	1	Subject to adjustment as provided in Section 1 to Attachment A. 








 Because this Award is subject to the Plan and this Award Agreement, you should carefully read the Plan
and this Award Agreement, including Attachment A, to fully understand the terms of this Award. You may view a copy of the Plan on the Company’s intranet at
                     or you may obtain a copy of the Plan by requesting it from the Company. Capitalized terms used in this Award Agreement
without definition have the meanings that they have in the Plan. You acknowledge that the Plan’s Plan Information Statement dated May 2006 has been made available to you on-line at
                    . The terms of the Plan are incorporated by reference. In the event of any inconsistency between this Award Agreement and
the Plan, the Plan governs. 
 General Terms 
 This Award Agreement is governed by the laws of the State of Delaware without giving effect to the principles of the conflict of laws to the contrary. This Award Agreement may be modified only by written instrument
signed by you and the Company; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided in the Plan. Neither this Award Agreement, nor the Award, may be transferred, sold, assigned, pledged or otherwise
alienated or hypothecated by you in any way other than by will, or by the laws of descent and distribution. Except as specifically provided in this Award Agreement, this Award Agreement binds and will inure to the benefit of the heirs, legal
representatives, successors and assigns of the Company and you. To properly accept this Award Agreement, you must enter your Smith Barney trading PIN and click the “Accept” button on the previous screen. Acceptances shall be made
electronically within 90 days of your receipt of this Award Agreement. 
  

			
	EMBARQ CORPORATION
		
	By:	 	  

	Name:	 	Claudia S. Toussaint
	Title:	 	Corporate Secretary


  

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 (Attachment A) 
 SPECIFIC TERMS OF RSU AWARD 
 Section 1. Performance Adjustment and Dividend Equivalents.

 Subject to the discretion of the Committee, the number of RSUs granted under this Award may be adjusted by multiplying that number of
RSUs set forth opposite the heading “Total Number of RSUs” on page 1 of this Award Agreement by a payout percentage (from 0% to 200%) based on achievement of financial objectives during the 2006 calendar year relating to revenues and
operating income before depreciation and amortization (“OIBDA”) (the “Performance Adjustment”). The Performance Adjustment will be made as soon as practicable after the end of the 2006 calendar year. 
 If the Company pays cash dividends on shares of its common stock while you hold the RSUs, you will be entitled to a dividend equivalent payment equal to
the per share cash dividend paid on shares of the Company’s common stock multiplied by the number of Shares underlying your RSUs. This dividend equivalent will be paid to you as soon as practicable after the Performance Adjustment. This
dividend equivalent will be calculated by first adjusting your RSUs to reflect the Performance Adjustment and then applying the per share cash dividend rate for each dividend paid on shares of the Company’s common stock while you held the RSUs
(assuming you had been granted the RSUs by the applicable record date for a particular dividend), as adjusted by the Performance Adjustment. After the Performance Adjustment is made, if cash dividends are paid on the underlying Shares, you will
receive dividend equivalents for your RSUs held on the dividend record date as soon as practicable after the cash dividends are paid. If non-cash dividends are paid on the underlying Shares and you hold RSUs on the dividend record date, the vesting
and delivery date of the non-cash dividend will be the same as the Settlement Date of the RSUs to which the underlying Shares are attributable. 
 Section
2. Settlement of RSU Award. 
 Except as provided below, the Settlement Date for all or a portion of your RSU Award will be the
date on which that portion of your Award is settled as indicated in the Settlement Dates section on page 1 of this Agreement. This RSU Award may be settled by delivering to you or your Beneficiary, as applicable and in the sole discretion of the
Company, either (i) an amount of cash equal to the Fair Market Value of a Share as of the Settlement Date, multiplied by the number of Shares underlying the RSUs held by you (or a specified portion of your RSUs in the event of any partial
settlement), or (ii) a number of Shares equal to the whole number of Shares underlying the RSUs then held by you (or a specified portion of your RSUs in the event of any partial settlement). Before your Termination Date, the Settlement Date of
any unsettled RSUs will be (x) the date you attain age 65, if your RSUs have been outstanding for at least one year from the Regular Annual Grant Date; or (y) the first anniversary of the Regular Annual Grant Date, if you are age 65 or
older on that anniversary date. Any remaining fractional Shares underlying your RSUs remaining on the Settlement Date will be distributed to you in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date, multiplied by
the remaining underlying fractional shares. 
 Section 3. Effect of Termination of Employment. 
 If you cease to be an employee of the Company for any reason, the effect of you ceasing to be an employee on all or any RSUs which have not otherwise been
settled is as provided below. 
  

	 	(a)	Death or Disability. If you cease to be an employee on account of your death or Disability, all RSUs shall be settled as of the date of your death or Disability.


  

	 	(b)	Resignation or Involuntary Termination. Except as provided below in Section 3(c), if you cease to be an employee on account of your voluntary resignation or your
employment being involuntarily terminated by the Company, whether or not constituting a Termination for Cause, all RSUs shall be cancelled as of your Termination Date and you shall no longer have any rights or be eligible to receive any benefits
with respect to such cancelled RSUs. 

  

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	 	(c)	Change in Control. If (1) a Change in Control occurs before the Settlement Date for all of your RSUs, (2) except as may otherwise be provided in your employment
agreement (if any), your employment is terminated by the Company in a Termination without Cause within one year after the Change in Control, (3) you have held the RSUs for more than one year from the Regular Annual Grant Date, and (4) you
have been actively and continuously employed (i.e., not on serial severance) from the Grant Date to the date of the Change in Control, then all of your RSUs which have not otherwise been settled will be settled as of your Termination Date.


 Nothing in this Section 3 restricts or otherwise interferes with the Company’s discretion with respect to the
termination of your employment with the Company. 
 SPECIFIC TERMS OF OPTIONS AWARD 
 Section 4. Nonqualified Stock Options. 
 The
Options are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code, and shall not be so construed. 
 Section 5. Exercise of Options. 
 Your Options shall vest on the Vesting Dates shown opposite the heading
“Vesting Dates” on page 1 of this Award Agreement provided you have been actively and continuously employed (i.e., not on serial severance)from the Grant Date to the Vesting Date. To the extent vested, you may exercise your Options under
this Award in whole or in part at such time or times as permitted by the Plan and this Award Agreement if the Options have not otherwise expired, been forfeited or terminated. At the time of exercise, you may pay the exercise price in such form or
forms, including payment by delivery of cash, Shares or other consideration (including, where permitted by law and the Committee, Awards) having a Fair Market Value on the Exercise Date equal to the total exercise price, or by any combination of
cash, Shares and other consideration as the Committee may permit. 
 Section 6. Expiration of Options. 
 Unless terminated earlier in accordance with the terms of this Award Agreement or the Plan, the Options granted herein shall expire at
         P.M., U.S. Central Time, on the tenth (10th) Anniversary of the Regular Annual Grant Date (the “Expiration Date”). In the event the Expiration Date is a Saturday, Sunday or any
other day which is a holiday of the United States Federal Government (a “Non-Business Day”), then the Options granted herein shall expire, unless earlier terminated in accordance with the terms of this Award Agreement or the Plan, at 5:00
P.M., U.S. Central Time, on the first day that is not a Non-Business Day (a “Business Day”) before such Expiration Date. 
 Section 7.
Effect of Termination of Employment. 
 If you cease to be an employee of the Company for any reason, the effect of you ceasing to
be an employee on all or any Option portion of this Award is as provided below. Notwithstanding anything below to the contrary, in no event may the Options be exercised after the Expiration Date. 
  

	 	(a)	For Cause. If your employment is terminated by the Company in a Termination for Cause, all Options granted pursuant to this Award Agreement will immediately be forfeited as
of such termination. 

  

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	 	(b)	Death. 

  

	 	(i)	Acceleration of Vesting. If you cease to be an employee on account of your death, all of the Options, to the extent they have not otherwise expired, been forfeited or
terminated, will become fully exercisable upon your death. 

  

	 	(ii)	Period of Time to Exercise. If you cease to be an employee on account of your death, all of your Options may be exercised by your designated beneficiary at any time before
         P.M., U.S. Central Time, on the 365th calendar day following
the date of your death. If such 365th day is not a Business Day, then the Options shall remain exercisable until the
first Business Day immediately following such 365th day. 

  

	 	(c)	Disability. 

  

	 	(i)	Acceleration of Vesting. If you cease to be an employee on account of your Disability, all of the Options, to the extent they have not otherwise expired, been forfeited or
terminated, will become fully exercisable upon your Disability. 

  

	 	(ii)	Period of Time to Exercise. If you cease to be an employee on account of your Disability, all of your Options may be exercised by you at any time before
         P.M., U.S. Central Time on the fifth anniversary of the date of your Separation from Service on account of Disability. If the date of such fifth anniversary is not a Business Day, then the
Options shall remain exercisable until the first Business Day immediately following such fifth anniversary. 

  

	 	(d)	Retirement Other Than Normal Retirement. 

  

	 	(i)	No Acceleration of Vesting. If you cease to be an employee by reason of your Retirement (as defined below in paragraph (iii)), only those Options which were exercisable on
your Termination Date may be exercised. 

  

	 	(ii)	Period of Time to Exercise. If you cease to be an employee by reason of your Retirement, all of your vested Options may be exercised by you at any time before
         P.M., U.S. Central Time on the fifth anniversary of your Termination Date. If the date of such fifth anniversary is not a Business Day, then the Options shall remain exercisable until the first
Business Day immediately following such fifth anniversary. 

  

	 	(iii)	Definition of Retirement. Your Retirement shall mean your termination of employment if you are entitled to receive payment of pension benefits in accordance with the
Company’s defined benefit pension plan immediately after your Termination Date. 

  

	 	(e)	Normal Retirement. 

  

	 	(i)	Acceleration of Vesting. If you cease to be an employee by reason of your Normal Retirement (as defined below in paragraph (iii)), all of your Options, to the extent your
Termination Date is at least one year after the Regular Annual Grant Date, and to the extent they have not otherwise expired, been forfeited or terminated, will become fully exercisable upon your Termination Date. 

  

	 	(ii)	Period of Time to Exercise. If you cease to be an employee by reason of your Normal Retirement, all of your Options may be exercised by you at any time before
         P.M., U.S. Central Time on the fifth anniversary of your Termination Date. If the date of such fifth anniversary is not a Business Day, then the Options shall remain exercisable until the first
Business Day immediately following such fifth anniversary. 

  

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	 	(iii)	Definition of Normal Retirement. Your Normal Retirement shall mean your “Retirement” (as defined above in Section (d)(iii)) at or later than an age qualifying as
“normal retirement” under the Company’s defined benefit pension plan, whether or not you are a participant in such plan. 

  

	 	(f)	Resignation or Involuntary Termination. 

  

	 	(i)	No Acceleration of Vesting. If you cease to be an employee on account of your voluntary resignation or your employment being involuntarily terminated by the Company other
than for a reason constituting Termination for Cause, only those Options which were vested and exercisable as of your Termination Date may be exercised. 

  

	 	(ii)	Period of Time to Exercise. If you cease to be an employee on account of your voluntary resignation or your employment being involuntarily terminated by the Company other
than for a reason constituting Termination for Cause, those Options which were vested and exercisable as of your Termination Date may be exercised at any time before          P.M., U.S. Central Time, on
the 90th calendar day following your Termination Date. If such 90th day is not a Business Day, then the Options shall remain exercisable until the first Business Day immediately following such 90th day. All Options which were not otherwise vested and exercisable as of your Termination Date will be forfeited.


  

	 	(g)	Change in Control. 

  

	 	(i)	Acceleration of Vesting. If (1) a Change in Control occurs before the Vesting Date for all of your Options, (2) except as may otherwise be provided in your
employment agreement (if any), your employment is terminated by the Company other than in a Termination for Cause within one year after the Change in Control, (3) you have held the Options for more than one year from the Regular Annual Grant
Date, and (4) you have been actively and continuously employed (i.e., not on serial severance) from the Grant Date to the date of the Change in Control, then all of the Options, to the extent they have not otherwise expired, been forfeited or
terminated, will become fully exercisable upon the date of your Separation from Service. 

  

	 	(ii)	Period of Time to Exercise. The period of time to exercise your Options following your Termination Date subsequent to a Change in Control shall be determined based on the
reason for your Separation from Service and governed by Sections 7(a)-(f) above. 

 Nothing in this Section 7
restricts or otherwise interferes with the Company’s discretion with respect to the termination of your employment with the Company. 
  

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