Exhibit 10.3


 


	
   

  	
  Employee Name:

  	
   

  
	
   

  	
   

  	
  (Please Print)

  



 


AMENDED
MASTER DEFERRED ISSUANCE STOCK AGREEMENT


 


This Amended Master Deferred
Issuance Stock Agreement (along with the Exhibits hereto, this “Agreement”) is
entered into as of                                           ,
by and between Level 3 Communications, Inc., a Delaware corporation
(the “Company”), and the individual whose name appears on the signature page to
this Agreement (the “Employee”), an “Employee” as defined in the Company’s Level
3 Communications, Inc. Stock Plan (as further amended from time to time, the
“Plan”).


 


The Company, pursuant to a grant of authority from the Compensation
Committee of the Company’s Board of Directors (the “Committee”), may, from time
to time, grant to the Employee the opportunity to acquire a certain number of shares
of its common stock, par value $.01 per share (the “Stock”), in order to retain
the Employee as an employee of the Company or a Subsidiary, pursuant to the
Plan (an “Award”).


 


The parties agree as follows:


 


1.                                       Obligation to
Issue Deferred Shares. 
Subject to the terms and conditions of this Agreement,  the Company, from time to
time in its sole discretion, may grant Awards to the Employee relating to a
specified number of shares of Stock that, under certain circumstances and in
accordance with the terms hereof, may result in the Employee having the right
to receive shares of Stock (the “Deferred Shares”).  Each Award will be evidenced by a Deferred
Issuance Stock Award Letter (an “Award Letter”) in the form attached as Exhibit A
hereto (or such other form as approved by the Company), which sets forth the
date of the Award (the “Award Date”), the number of Deferred Shares that are
the subject of the Award, and the dates on which the Company will issue the Deferred
Shares to the Employee subject to the terms of this Agreement and any further
terms that may be set forth in the applicable Award Letter (each such date, an “Issuance
Date”).


 


2.                                       Acceleration of
Issuance of Deferred Shares.  Notwithstanding Section 1, the Company
will issue all unissued Deferred Shares to the Employee (i) promptly after
the death of the Employee, or the Permanent Total Disability of the Employee,
or (ii) upon or following a Change in Control, as provided in Section 8.  In addition, the Company will issue all
unissued Deferred Shares to the Employee promptly after the date of the
Employee’s Separation from Service (as defined below) on account of retirement
in accordance with the Company’s retirement plan then in effect; provided, however, that
if the Employee is a “specified employee” as defined in Treasury Regulation
1.409A-1(i)(1), the issuance of the Deferred Shares shall be delayed until the
date that is six months and one day following the date of the Employee’s
Separation from Service as a result of retirement.  For purposes of this Agreement, “Permanent
Total Disability” means that:  (i) the
Employee is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of less
than 12 months, or (ii) the Employee is, by reason of any medically
determinable physical or mental


 

















 


impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than
three months under an accident or health plan covering employees of the
Company.  For purposes of this Agreement,
“Separation from Service” shall mean a separation from service as defined in
Treasury Regulation 1.409A-1(h)(1).


 


3.                                       Forfeiture of
Right to Acquire Deferred Shares.  If the Employee ceases to be an employee of
the Company or of a Subsidiary (other than as a result of death, Permanent
Total Disability, Separation from Service on account of retirement, in
accordance with the Company’s retirement plan then in effect or Separation from
Service on account of a termination of the Employee’s employment by the Company
without Cause following a Change in Control), the Company no longer will be
obligated to issue any unissued Deferred Shares to the Employee, and the
Employee will forfeit any right to acquire any unissued Deferred Shares from
the Company.


 


4.                                       Taxes; Withholding.  (a) Notwithstanding anything contained
herein to the contrary, other than Section 8 and Section 9, the
Company will not be obligated to issue the Deferred Shares unless the Employee
has paid (in cash or by certified or cashier’s check) to the Company all
withholding taxes required to be collected by the Company under Federal, State,
local or foreign law as a result of the issuance of the Deferred Shares (“Withholding
Taxes”); provided, however,
that if the Withholding Taxes are not paid within thirty (30) days following
the date on which the Employee is entitled to receive the Deferred Shares, the
Employee shall forfeit such Deferred Shares. 
The Company shall be responsible for the determination of the amount of
any Withholding Taxes based on the last sale price for the Stock on the Stock’s
principal trading market on the Issuance Date or the last trading date if the
Issuance Date is not a day upon which the Stock has traded.  To the extent that the Employee desires to
pay the Withholding Taxes in cash or by certified or cashier’s check, with
respect to a specific Issuance Date, the Employee must deliver a separate
Withholding Taxes Cash Payment Notification to the Company’s stock plan
administrator substantially in the form of Exhibit B no later than 45 days
prior to that specific Issuance Date.  To
the extent that the Employee elects to pay the Withholding Taxes in cash or by
certified or cashier’s check, such payment must be received by the Company’s
stock plan administrator no later than one (1) Business Day after the
Issuance Date of any Deferred Shares that is the subject of the Withholding
Taxes Cash Payment Notification.


 


(b)  The Company, in its sole discretion, may permit the Employee
to pay any or all Withholding Taxes through delivery of outstanding Stock or by
the Company withholding a portion of the Deferred Shares issuable pursuant to
this Agreement.  The Employee, however,
will have no absolute right to pay the Withholding Taxes with Stock, and, if
such payment is permitted by the Company, such payment must be made in strict
compliance with rules for such payments established by the Company.  As of the date of this Agreement, unless the
Company has received a properly executed and delivered Withholding Taxes Cash
Payment Notification from the Employee, the Company currently intends to have
the Withholding Taxes paid through the withholding of Stock issuable upon
satisfaction of the terms and conditions set forth in this Agreement (a “net
issuance”).  The Stock that is withheld
by the Company as part of the net issuance (the “Withheld Shares”) will be sold
on behalf of the Employee as contemplated by


 


2

















 


subsection
(c) of this Section 4; provided,
however, that at the sole discretion of the Company, the Withheld Shares may be
retained by the Company and the Company will satisfy the Withholding Taxes from
the Company’s available cash. The Company reserves the right to change its
method with respect to the Employee for the collection of Withholding Taxes
that may be owed by the Employee at any time in its sole discretion, upon
notice to the Employee, which notice may be written or electronic notice.


 


(c)  By the execution of this Agreement, to the extent that the
Company elects to issue the Deferred Shares as a net issuance, and, the
Employee has not properly executed and delivered to the Company’s stock plan
administrator a Withholding Taxes Cash Payment Notification, the Employee
hereby irrevocably instructs the Company and a broker of the Company’s
choosing, to sell on behalf of the Employee at the “market price,” that number
of shares of Stock required to generate sufficient funds to equal the
Withholding Taxes required to be paid by the Employee pursuant to this Section 4.  The Employee represents to the Company and
the broker that the Employee is entering into this Agreement in good
faith.  The Employee shall have no
ability to modify these instructions other than by the proper execution and
delivery to the Company’s stock plan administrator of a Withholding Taxes Cash
Payment Notification.  It is the Employee’s
intention that this provision comply with the requirements of Rule 10b5-1
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934.


 


5.                                       Share Certificates.  Share certificates for Deferred Shares will not
be issued.  Upon issuance, Deferred
Shares will be deposited into an account for the Employee that is established
by the Company.


 


6.                                       Non-Transferability
of Right to Receive Deferred Shares.  Unless specifically permitted by the
Committee, the Employee may not transfer, assign, pledge or hypothecate the
right to receive the Deferred Shares, and the right to receive the Deferred
Shares may not be transferred or assigned by operation of law, or be subject to
execution, attachment or similar process other than by will or the laws of
descent and distribution.


 


7.                                       Changes in
Capital Structure.  The number
of Deferred Shares subject to this Agreement is subject to adjustment pursuant
to Section 10.1 of the Plan upon the occurrence of the events described in
that Section.


 


8.                                       Change in
Control.  Notwithstanding Section 1,
upon a Change in Control of the Company that also qualifies as a “change in
control event” as defined in Treasury Regulation 1.409A-3(i)(5)(i) (a “409A
Change in Control”), the Company will, in its sole discretion, either (a) issue
all unissued Deferred Shares to the Employee in accordance with Section 10.2.1
of the Plan or (b) pay the Employee in a combination of cash and stock the
value of the Deferred Shares in accordance with Section 10.2.2 of the Plan.  In the event that there is a Change in
Control that does not qualify as a 409A Change in Control, if the Employee
undergoes a Separation from Service on account of his termination of employment
by the Company without Cause following such Change in Control, the Company
will, in its sole discretion, either (a) issue all unissued Deferred
Shares to the Employee in accordance with Section 10.2.1 of the Plan or (b) pay
the Employee in a combination of cash and stock the value of the Deferred
Shares in


 


3

















 


accordance
with Section 10.2.2 of the Plan; provided, however, that if the Employee is a “specified employee” as
defined in Treasury Regulation 1.409A-1(i)(1), the issuance of the Deferred
Shares or cash shall be delayed until the date that is six months and one day
following the date of such Separation from Service.  For purposes of this Agreement, “Cause”
means:  (i) the Employee’s
conviction of or pleading guilty or no contest to a felony, (ii) the
Employee’s habitual use of drugs (including alcohol) which adversely affects
the Employee’s job performance, or (iii) the Employee’s engaging in
willful misconduct or willful neglect which is injurious to the Company.


 


9.                                       Gross-Up.  If the issuance of Deferred Shares would
result in “excess parachute payments” to the Employee pursuant to Section 280G
of the Internal Revenue Code of 1986, as amended (the “Code”), the Company will
pay the Employee an amount sufficient to put the Employee in the same position
as the Employee would have been if the taxes imposed on the Employee pursuant
to Section 4999 of the Code had not been imposed.  Any such payment will include payment of an
amount equal to any income taxes assessed on the Employee with respect to
payments pursuant to this Section.  The
Company will make any such payment no later than the end of the Employee’s
taxable year following the Employee’s taxable year in which such tax owed by
such Employee that is subject to the tax gross-up payment is remitted to the
applicable taxing authority.  Any such
payment will in all other respects be made in accordance with the rules,
regulations and procedures adopted by the Company from time to time with
respect to such payments under the Plan.


 


10.                                 Costs.  The Company will pay all original issue and
transfer taxes with respect to, and all other costs, fees and expenses incurred
by the Company in connection with, the issuance of Deferred Shares.  Upon issuance, the Employee shall be
responsible for all brokerage expenses associated with the permitted sale of
any Deferred Shares.


 


11.                                 Applicable Law.  No Deferred Shares will be issued and
delivered unless and until, in the opinion of legal counsel for the Company,
such securities may be issued and delivered without causing the Company to be
in violation of or incur any liability under any federal, state or other legal
requirement, including applicable securities laws.


 


12.                                 The Plan.  This Agreement is subject to, and the
Employee agrees to be bound by, all of the terms and conditions of the
Plan.  The Employee acknowledges that the
Plan may be amended from time to time, and that under the Plan, the Committee
has conclusive authority to interpret and construe the Plan and this Agreement
and is authorized to adopt rules for carrying out the Plan.  In the event of any inconsistency or
discrepancy between the provisions of this Agreement and the terms and
conditions of the Plan, the provisions of the Plan will govern and prevail.  No amendment to or interpretation of the
Plan, however, may deprive the Employee of any of his or her rights under this
Agreement.


 


13.                                 Miscellaneous.  (a) The Employee will not have any
interest in, or any dividend, voting or other rights of a stockholder with
respect to, the Deferred Shares until the Deferred Shares are issued in
accordance with this Agreement.


 


4

















 


(b)                                 Any notice to be given to
the Company must be in writing addressed to the Company in care of the
Administrator, at its principal office, and any notice to be given to the
Employee must be in writing addressed to the Employee at the address for the
Employee in the records of the Company or by email or other electronic means
using a system maintained by the Company or its Subsidiary.  Any such notice will be deemed duly given
when delivered by hand, deposited in the United States mail, registered or
certified mail or transmitted electronically without a notice of failed
delivery.


 


(c)                                  The Employee is
an employee at will, and nothing in this Agreement confers upon the Employee
any right to continued employment with the Company or limits in any way the
right of the Company to terminate the employment of the Employee at any time.


 


(d)                                 This Agreement
must be construed in accordance with the laws of the State of Colorado, other
than choice of law rules thereof calling for the application of laws of
another jurisdiction.


 


(e)                                  Terms used but
not defined in this Agreement have the meanings ascribed to them under the
Plan.


 


(f)                                    Although any
information sent to or made available to the Employee concerning the Plan and
this Award is intended to be an accurate summary of the terms and conditions of
the Award, this Agreement and the Plan are the authoritative documents
governing the Award and any inconsistency between the Agreement and the Plan,
on one hand, and any other summary information, on the other hand, shall be
resolved in favor of the Agreement and the Plan.


 


(g)                                 Notwithstanding
anything herein to the contrary, this Agreement may be amended by the Committee
from time to time without the consent of the Employee to the extent the
Committee deems it appropriate to cause this Agreement and/or each Award
hereunder to comply with Section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”) (including the distribution requirements
thereunder) or be exempt from Section 409A and/or the tax penalty under Section 409A(a)(1)(B).  The Company will provide to the Employee a
notice of any amendments made to this Agreement pursuant to this subsection.


 


(h)                                 To the extent
that the Company has issued a Deferred Issuance Stock Award Letter to the
Employee on a date prior to the date of this Agreement, the terms of this
Agreement shall supersede, amend and restate the terms of any such previously
executed agreement governing such Deferred Issuance Stock Award Letter between
the Company and the Employee with respect to the issuance of Deferred Shares; provided, however, that the terms of any outstanding Deferred
Issuance Stock Award Letter as to the number of Deferred Shares that is the
subject of the Deferred Issuance Stock Award Letter and the applicable Issuance
Date(s) set forth in the Deferred Issuance Stock Award Letter shall remain
in full force and effect.


 


5

















 


IN WITNESS WHEREOF,  this
Agreement is entered into by the Employee and by the Company as of the date
first above written.


 


 


	
   

  	
  LEVEL
  3 COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Date
  of Hire:

  	
   

  
				



 


6

















 


EXHIBIT A


 


LEVEL 3 COMMUNICATIONS, INC.


DEFERRED ISSUANCE STOCK AWARD
LETTER


 


This Deferred Issuance Stock Award Letter (the “Award”) when taken
together with the Amended Master Deferred Issuance Stock Agreement (“Master
Agreement”) constitutes an award to the individual whose name appears on the
signature line below (“Employee”) of Deferred Shares with respect to the shares
of common stock of Level 3 Communications, Inc. (the “Common Stock”) under
the Level 3 Communications, Inc. Stock Plan (as further amended from time
to time).


 


The terms and conditions of this Award are set forth below and in the
Master Agreement, the provisions of which are incorporated herein by reference.


 


A.                                   The date of
this Award is                     
(the “Award Date”).


 


B.                                     The number of Deferred
Shares with respect to which this Deferred Issuance Award Letter relates
is                     .


 


C.                                     The Issuance
Date(s) for the Deferred Shares are as follows:


 


D.                                    The following
are conditions to the occurrence of the Issuance Date(s):


 


 


	
   

  	
  LEVEL
  3 COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
  ITS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  	
   

  
				



 


7

















 


EXHIBIT B


LEVEL
3 COMMUNICATIONS, INC.


WITHHOLDING
TAXES CASH PAYMENT NOTIFICATION


 


This Withholding
Taxes Cash Payment Notification is being delivered by the individual whose name
appears on the signature line below (the “Employee”) in reference to an
Award of Deferred Shares made to the Employee by Level 3 Communications, Inc.
(the “Company”) pursuant to that certain Amended Master Deferred Issuance
Agreement dated as of                                 
between the Company and the Employee (the “Master Agreement”).  Capitalized terms used in this Withholding
Taxes Cash Payment Notification without definition have the meaning given to
those terms in the Master Agreement.


 


This Withholding
Taxes Cash Payment Notification relates to the Award of Deferred Shares granted
to the Employee pursuant to the Award Letter issued to the Employee dated                                           ,
the restrictions on which will lapse as to                           
Deferred Shares on                                          
(the “Referenced Award”).


 


The Employee hereby
irrevocable elects to pay any Withholding Taxes that are owed by the Employee
upon the Issuance Date in cash or by certified or cashier’s check made payable
to Level 3 Communications, Inc. within one (1) Business Day of the
Issuance Date.  All payments of
Withholding Taxes are to be made to the Company’s stock award administrator.*


 


The Employee hereby
represents and warrants to the Company that on the date hereof, the Employee is
not in possession of material non-public information regarding the business or
financial condition of the Company and its subsidiaries.


 


To the extent that
the Employee is subject to the Company’s Insider Trading Policy’s restrictions
on the ability to trade the Company’s securities other than during an open
trading window, the Employee expressly acknowledges that:  (a) the Employee has executed this
Withholding Taxes Cash Payment Notification during an open trading window
pursuant to the Company’s Insider Trading Policy; and (b) the Employee may
not sell any shares of Stock that are distributed to the Employee on the
Issuance so long as the trading window is closed.


 


	
   

  	
  Employee:

  	
   

  
	
   

  	
   

  	
  (Please sign)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Please print)

  
	
   

  	
  Date of Hire:

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
							



 






* Delivery
information with respect to the payment of Withholding Taxes must be obtained
from the Company’s stock plan administrator.


 


8