Exhibit
10.1


 


2009 Qwest Management Bonus
Plan Summary


 


Purpose


 


Qwest
Communications International Inc.’s compensation philosophy is to pay for
performance.  The purpose of this bonus
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 2009 and who remain on the payroll
until the “close date”, two weeks prior to the  bonus pay out date,  are eligible to participate in the 2009 Qwest
Management Bonus Plan.  If a 2009 bonus
is paid, the bonus payout is expected to occur during the first quarter of 2010.


 


Employees
are ineligible for a bonus if their employment terminates, either voluntarily
or involuntarily, prior to the bonus program close date; if they are hired
after September 30, 2009; 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 bonus.


 


Bonus Target Percentages


 


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


 


Bonus Calculation


 


The bonus payment is based on
three measures: Corporate Performance, Business Unit Performance, and
Individual 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%)


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%)

  
	
   

  	
  Operating
  Margin (40%)

  
	
   

  	
  Imperatives
  (20%)

  



 


	
  2)

  	
  Wholesale:

  
	
   

  	
  Revenue
  (20%)

  
	
   

  	
  Operating
  Margin (60%)

  
	
   

  	
  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. 


 

















 


2009 Qwest Management Bonus Plan Summary


 


	
  3)

  	
  Mass Markets:

  
	
   

  	
  Revenue
  (40%)

  
	
   

  	
  Operating
  Margin (40%)

  
	
   

  	
  Imperatives
  (20%)

  



 


	
  b.

  	
  Product
  Management and Information Technologies Performance

  
	
   

  	
  Product
  Management and IT Performance is determined by the weighted average results
  from BMG, Mass Markets and Wholesale Markets:

  
	
   

  	
   

  
	
   

  	
  Revenue (20%)

  
	
   

  	
  Operating
  Margin (30%)

  
	
   

  	
  Capital
  Expenditures (30%)

  
	
   

  	
  Imperatives
  (20%)

  
	
   

  	
   

  
	
  c.

  	
  Network Operations Performance

  
	
   

  	
  Network Performance is determined by the weighted
  average of:

  
	
   

  	
   

  
	
   

  	
  Operating Margin (total company) (20%)

  
	
   

  	
  Capital
  Expenditures (40%)

  
	
   

  	
  Expense
  (20%)

  
	
   

  	
  Imperatives
  (20%)

  
	
   

  	
   

  
	
  d.

  	
  Executive,
  Federal Relations, Finance, Legal, Corporate 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 2009 and approved by the Board of Directors.


 


3)    Individual Performance:


Individual
Performance 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 brand attributes and values.


 


Individual
bonus awards will be computed by multiplying the weighted result of the
Corporate and Business Unit Performance scores by Individual Performance score.


 


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 by our CEO.  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 2009 Qwest Management Bonus 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.


 


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.