Exhibit 10.1


 


SEVERANCE AGREEMENT


 


This
Severance Agreement (“Agreement”), which is effective as of                       ,
20     (the “Effective Date”), is by and between
                        
(“Executive”), who is an officer of Qwest Communications International, Inc.,
a Delaware corporation having its principal executive offices in Denver,
Colorado or one of its subsidiaries or affiliates (“Company”) and who is
employed by Qwest Services Corporation, a subsidiary of the Company, and
Company and any successor thereto:


 


WHEREAS,
the Company wishes to encourage Executive’s continued service and dedication in
the performance of Executive’s duties; and


 


WHEREAS,
in order to induce Executive to remain in the employ of the Company, and in
consideration for Executive’s continued service to the Company, the Company
agrees that Executive shall receive the benefits set forth in this Agreement in
the event that Executive’s employment with the Company is terminated in the
circumstances described herein.


 


Therefore,
in consideration of the mutual promises set forth below, Company and Executive
hereby agree as follows:


 


1.                                      TERM
OF EMPLOYMENT; AT-WILL EMPLOYMENT. 
This Agreement does not contain any promise or representation concerning
the duration of Executive’s employment. 
Executive’s employment is at-will, and may be altered or terminated by
either Executive or the Company at any time, with or without cause, and with or
without notice.  This at-will employment
relationship may not be modified unless in a written agreement signed by
Executive and either the Chief Executive Officer or the Chief Human Resources
Officer.


 


2.                                      CHANGE IN CONTROL


 


a.                                       CHANGE IN CONTROL DEFINED: 
For purposes of this Agreement, “Change in Control” shall have the
definition currently in the Qwest Equity Incentive Plan (“Stock Plan”).


 


b.                                      STOCK
OPTIONS/EQUITY:  The Board of
Directors may, in its discretion, periodically grant Executive additional stock
options or other awards under the Equity Incentive Plan.  Notwithstanding the terms of any stock option
agreement to the contrary, upon a Change in Control, all awards granted to
Executive between September 19, 2002 and October 15, 2008 under the
Equity Incentive Plan shall immediately vest and all stock options shall remain
exercisable for the full term of such option. 
All awards granted after October 15, 2008 will vest according to
the terms of the applicable equity agreement.


 

















 


3.                                  TERMINATION.


 


a.                                   Termination for Cause.  The
Company may, in its sole discretion, immediately terminate this Agreement and
Executive’s employment for Cause by giving notice to Executive.  If Executive’s employment is terminated for
Cause pursuant to this paragraph
3.a., Executive shall not be entitled to any severance payment or any other
post-employment obligation provided under this Agreement.  Any one or more of the following events
shall, for purposes of this Agreement, constitute Cause:


 


(1)                                        Commission of an act deemed by the Company in
its sole discretion to be an act of dishonesty, fraud, misrepresentation or other
act of moral turpitude that would reflect negatively upon Qwest or compromise
the effective performance of Executive’s duties;


 


(2)                                        Unlawful conduct that would reflect
negatively upon Qwest or compromise the effective performance of Executive’s
duties, as determined by the Company in its sole discretion;


 


(3)                                        Conviction of (or pleading nolo contendere
to) any felony or a misdemeanor involving moral turpitude;


 


(4)                                        Continued failure to substantially perform
Executive’s duties to the satisfaction of the Chief Executive Officer (other
than such failure resulting from Executive’s incapacity due to physical or
mental illness) after the Chief Executive Officer delivers written notice to
Executive specifically identifying the manner in which Executive has failed to
substantially perform his or her duties and Executive has been afforded a
reasonable opportunity to substantially perform his or her duties; or


 


(5)                                        A willful violation of the Qwest Code of
Conduct or other Qwest policies that would reflect negatively upon Qwest or
compromise the effective performance of Executive’s duties as determined by the
Company in its sole discretion.


 


For two years following a
Change in Control, a termination for Cause shall require the approval of the
Board of Directors.


 


b.                              Severance
Payments When Termination Not By Executive.


 


(1)                                  Termination without Cause by Company. The parties agree that
the Company may terminate Executive’s employment without Cause.  Except under circumstances described in
subparagraph 3.b(2) below, if Company terminates Executive’s employment
without Cause, and Executive signs a complete waiver and release of claims
against Qwest acceptable to Company in the form attached hereto as Attachment 


 


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A (“Waiver”), then
Company shall pay Executive the “Standard Severance Amount” defined below.  The Waiver includes, among other terms, a
provision requiring Executive to pay back to Qwest any severance received by
Executive if after the payments are made it is determined that, while employed
by Qwest or any Qwest entity, Executive engaged in conduct constituting
Cause.  The Waiver does not include a
release of Qwest’s obligations, if any, to indemnify Executive under Qwest
bylaws or applicable state law.  The
Standard Severance Amount will equal one and one-half times Executive’s highest
annual base salary in effect during the 12 months preceding the termination of
Executive’s employment.  The Standard
Severance Amount will be paid over an 18-month period through the Company’s
regular management payroll processes commencing on the Severance Payment Date,
as defined in subparagraph 23.d, below. 
If, at the end of the 18-month period, Executive has not breached or
threatened to breach any part of this Agreement, Executive will also receive a
lump-sum payment equal to one and one-half times Executive’s highest target
annual bonus in effect during the 12 months preceding the termination of
Executive’s employment, minus any applicable or legally-required withholdings.


 


(2)                                  Change
in Control Termination.  If Company
(with the required approval of the Board of Directors) terminates Executive’s
employment without Cause within two years following a Change in Control, then,
provided Executive signs a Waiver, as described in subparagraph 3.b.(1) above,
Company shall pay Executive the Change in Control Severance Amount defined in
the following sentence:  The Change in
Control Severance Amount payable to Executive will equal (a) (i) three
times Executive’s annual base salary in effect at the time of the termination
of Executive’s employment, or, if greater, Executive’s annual base salary in
effect at the time of the Change in Control, plus (ii) three times
Executive’s target annual bonus in effect at the time of the termination of Executive’s
employment, or, if greater, Executive’s target annual bonus in effect at the
time of the Change in Control plus (b) a pro rata bonus payment for the
portion of the bonus payment measurement period in which Executive was employed
before the termination of Executive’s employment, calculated using individual,
business unit and company performance at 100% of target.   The Change in Control Severance amount will
be paid in a lump sum on the Severance Payment Date, as defined in subparagraph
23.d, below.


 


c.                                       Change in Control Termination for Good Reason.  Executive may terminate his or her employment
for Good Reason after giving written notice to the Company within 60 days after
an event constituting Good Reason, (as defined in subparagraph 3.c.(1) below),
following which, the company will have a period of 30 days in which to remedy
the condition without triggering payment 


 


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under this subparagraph
3.c.   If the Company fails to remedy the
condition and Executive terminates Executive’s employment for Good Reason
within two years following a Change in Control, then, provided Executive signs
a Waiver (as defined in subparagraph 3.b.(1) above), Company shall pay
Executive the Change in Control Severance Amount, as described in subparagraph
3.b.(2) above in a lump sum on the Severance Payment Date, as defined in
subparagraph 23.d., below.


 


(1)                                 Termination for Good Reason Following a Change in Control.   For
purposes of this subparagraph 3.c., Good Reason shall mean:


 


(A)                              a
reduction of either base salary or Executive’s target annual bonus, where the
salary or annual target bonus are measured immediately prior to such reduction,
as opposed to at the time of Executive’s execution of this Agreement;


 


(B)                                a
material reduction of Executive’s responsibilities, where such responsibilities
are measured immediately prior to such reduction, as opposed to at the time of
Executive’s execution of this Agreement;


 


(C)                                Company’s
material breach of this Agreement;


 


(D)                               Company’s
failure to obtain the agreement of any successor to honor the terms of this
Agreement; or


 


(E)                                 A
requirement that Executive’s primary work location be moved to a location that
is greater than thirty-five straight line miles from Executive’s primary work location
immediately prior to the imposition of such requirement.


 


“Good Reason” shall not
include any other circumstances, including but not limited to, Executive’s
discharge for Cause, Executive’s resignation or retirement (other than in the
circumstances set forth in (A) — (E) above), or any leave of absence.


 


d.                                      COBRA Coverage.  If
Executive’s employment is terminated pursuant to subparagraph 3.b. or 3.c.
above, Executive may be eligible for
Qwest-subsidized COBRA for a period of 18 months (unless Executive becomes
ineligible for or forfeits severance benefits pursuant to the terms of this
Agreement) following the Executive’s election of COBRA health care continuation
coverage (generally beginning as of the first day of the first month following
the month in which Executive is designated as terminated on the Qwest payroll
system) on the same basis as for active employees under the group medical
plan.  This provision shall not extend
the period for which any Executive is eligible for COBRA continuation coverage.


 


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4.                                      SPECIAL
TAX PROVISION.


 


a.                                       Anything
in this Agreement to the contrary notwithstanding, in the event that the
Executive receives any amount or benefit (collectively, the “Covered Payments”)
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a change of
ownership or effective control covered by Section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended (the “Code”) or any person affiliated
with the Company or such person) that is or becomes subject to the excise tax
imposed by or under Section 4999 of the Code (or any similar tax that may
hereafter be imposed) and/or any interest or penalties with respect to such
excise tax (such excise tax, together with such interest and penalties, is
hereinafter collectively referred to as the “Excise Tax”) by reason of the
application of Section 280G(b)(2) of the Code, the Company shall pay
to the Executive an additional amount (the “Tax Reimbursement Payment”) such
that after payment by the Executive of all taxes (including, without
limitation, any interest or penalties and any Excise Tax imposed on or
attributable to the Tax Reimbursement Payment itself), the Executive retains an
amount of the Tax Reimbursement Payment equal to the sum of (i) the amount
of the Excise Tax imposed upon the Covered Payments, and (ii) without
duplication, an amount equal to the product of (A) any deductions
disallowed for federal, state or local income tax purposes because of the
inclusion of the Tax Reimbursement Payment in Executive’s adjusted gross
income, and (B) the highest applicable marginal rate of federal, state or
local income taxation, respectively, for the calendar year in which the Tax
Reimbursement Payment is made or is to be made. 
The intent of this paragraph 4 is that after the Executive pays federal,
state and local income taxes and any payroll taxes, the Executive will be in the
same position as if the Executive were not subject to the Excise Tax under Section 4999
of the Code and did not receive the extra payments pursuant to this paragraph
4, and this paragraph 4 shall be interpreted accordingly.


 


b.                                      Except
as otherwise provided in subparagraph 4(a), for purposes of determining whether
any of the Covered Payments will be subject to the Excise Tax and the amount of
such Excise Tax, such Covered Payments will be treated as “parachute payments”
(within the meaning of Section 280G(b)(2) of the Code) and such
payments in excess of the Code Section 280(G)(b)(3) “base amount”
shall be treated as subject to the Excise Tax, unless, and except to the extent
that, the Company’s independent certified public accountants or legal counsel
(reasonably acceptable to the Executive) appointed by such public accountants
(or, if the public accountants decline such appointment and decline appointing
such legal counsel, such independent certified public accountants as promptly
mutually agreed on in good faith by the Company and the Executive) (the “Accountant”),
deliver a written opinion to the Executive, reasonably satisfactory to the
Executive’s legal counsel, that, in the event such reporting position is
contested by the Internal Revenue Service, there will be a more likely than not



 


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chance of success with
respect to a claim that the Covered Payments (in whole or in part) do not
constitute “parachute payments,” represent reasonable compensation for services
actually rendered (within the meaning of Section 280G(b)(4) of the
Code) in excess of the “base amount” allocable to such reasonable compensation,
or such “parachute payments” are otherwise not subject to such Excise Tax (with
appropriate legal authority, detailed analysis and explanation provided therein
by the Accountant); and the value of any Covered Payments which are non-cash
benefits or deferred payments or benefits shall be determined by the Accountant
in accordance with the principles of Section 280G of the Code.


 


c.                                       For
purposes of determining the amount of the Tax Reimbursement Payment, the
Executive shall be deemed to pay federal, state and/or local income taxes at
the highest applicable marginal rate of income taxation for the calendar year
in which the Tax Reimbursement Payment is made or is to be made, and to have
otherwise allowable deductions for federal, state and local income tax purposes
at least equal to those disallowed due to the including of the Tax
Reimbursement Payment in the Executive’s adjusted gross income.


 


d.                                      (1)                                  (A)                              In
the event that prior to the time the Executive has filed any of the Executive’s
tax returns for a calendar year in which Covered Payments are made, the
Accountant determines, for any reason whatsoever, the correct amount of the Tax
Reimbursement Payment to be less than the amount determined at the time the Tax
Reimbursement Payment was made, the Executive shall repay to the Company, at
the time that the amount of such reduction in the Tax Reimbursement Payment is
determined by the Accountant, the portion of the prior Tax Reimbursement
Payment attributable to the Excise Tax and federal, state and local income
taxes imposed on the portion of the Tax Reimbursement Payment being repaid by
the Executive, using the assumptions and methodology utilized to calculate the
Tax Reimbursement Payment (unless manifestly erroneous), plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of
the Code.


 


(B)                                In
the event that the determination set forth in (A) above is made by the
Accountant after the filing by the Executive of any of the Executive’s tax
returns for a calendar year in which Covered Payments are made, the Executive
shall file at the request of the Company an amended tax return in accordance
with the Accountant’s determination, but no portion of the Tax Reimbursement
Payment shall be required to be refunded to the Company until actual refund or
credit of such portion has been made to the Executive, and interest payable to
the Company shall not exceed the interest received or credited to the Executive
by such tax authority for the period it held such portion (less any tax the
Executive must pay on such interest and which the Executive is unable to deduct
as a result of payment of the refund).


 


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(C)                                In
the event that the Executive receives a refund pursuant to (B) above and
repays such amount to the Company, the Executive shall thereafter file for any
refunds or credits that may be due to Executive by reason of the repayments to
the Company.  The Executive and the
Company shall mutually agree upon the course of action, if any, to be pursued
(which shall be at the expense of the Company) if the Executive’s claim for
such refund or credit is denied.


 


(2)                                  In
the event that the Excise Tax is later determined by the Accountant or the
Internal Revenue Service to exceed the amount taken into account hereunder at
the time a Tax Reimbursement Payment was made (including by reason of any
payment the existence or amount of which could not be determined at the time of
the earlier Tax Reimbursement Payment), the Company shall make an additional
Tax Reimbursement Payment in respect of such excess (plus any interest or
penalties payable with respect to such excess) once the amount of such excess
is finally determined.


 


(3)                                  In
the event of any controversy with the Internal Revenue Service (or other taxing
authority) under this paragraph 4, subject to the second sentence of
subparagraph (1)(C) above, Executive shall permit the Company to control
issues related to this paragraph 4 (at its expense), provided that such issues
do not potentially materially adversely affect the Executive, but the Executive
shall control any other issues.  In the
event the issues are interrelated, the Executive and the Company shall in good
faith cooperate so as not to jeopardize resolution of either issue.  In the event of any conference with any
taxing authority as to the Excise Tax or associated income taxes, the Executive
shall permit the representative of the Company to accompany the Executive, and
the Executive and his or her representative shall cooperate with the Company
and its representative.


 


(4)                                  With
regard to any initial filing for a refund or any other action required pursuant
to this paragraph 4 (other than by mutual agreement) or, if not required,
agreed to by the Company and the Executive, the Executive shall cooperate fully
with the Company, provided that the foregoing shall not apply to actions that
are provided herein to be at the Executive’s sole discretion.


 


e.                                       The
Tax Reimbursement Payment, or any portion thereof, payable by the Company shall
be paid not later than the fifth day following the determination by the
Accountant, and any payment made after such fifth day shall bear interest at
the rate provided in Code Section 1274(b)(2)(B) to the extent and for
the period after such fifth day that Executive has an obligation to make
payment or estimated payment of the Excise Tax. 
The Company shall use its best efforts to cause the Accountant to deliver
promptly the initial determination required hereunder with respect to Covered
Payments paid or payable in any calendar year; if the Accountant’s
determination is not delivered 


 


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within ninety (90)
days after Covered Payments are paid or distributed, the Company shall pay the
Executive the Tax Reimbursement Payment set forth in an opinion from counsel
recognized as knowledgeable in the relevant areas selected by Executive, and
reasonably acceptable to the Company, within five days after delivery of such
opinion.  The Company may withhold from
the Tax Reimbursement Payment and deposit into applicable taxing authorities
such amounts as they are required to withhold by applicable law.  To the extent that the Executive is required
to pay estimated or other taxes on amounts received by the Executive beyond any
withheld amounts, the Executive shall promptly make such payments.  The amount of such payment shall be subject
to later adjustment in accordance with the determination of the Accountant as
provided herein.  In no event shall the
Tax Reimbursement Payment be made later than the end of the Executive’s taxable
year following the taxable year in which the excise tax is paid.


 


f.                                         The
Company shall be responsible for (i) all charges of the Accountant, (ii) if
subparagraph (e) is applicable, the reasonable charges for the opinion
given by the Executive’s legal counsel, and (iii) all reasonable charges
in connection with the preparation and filing of any amended tax returns on
behalf of the Executive required by the Company, required hereunder, or
required by applicable law.  The Company
shall gross-up for tax purposes any income to the Executive arising pursuant to
this subparagraph (f) so that the economic effect to the Executive is the
same as if the benefits were provided on a non-taxable basis.


 


The Executive and the
Company shall mutually agree on and promulgate further guidelines in accordance
with this paragraph 4 to the extent that any are necessary to effect the
reversal of excessive or shortfall Tax Reimbursement Payments.  The foregoing shall not in any way be
inconsistent with subparagraph 4(d)(1)(C).


 


5.                                      OFFSET.                                              To the extent permitted by law, any severance
benefits received under this Agreement may be reduced by the amount(s) of
any outstanding monetary debts Executive owes to Qwest; provided however, that
no such offset shall accelerate or defer any benefit provided under this
Agreement in violation of Code Section 409A.  Such debts will be treated as satisfied to
the extent of the withheld or reduced payments.


 


It is the express intent of
Qwest that the monies received under this Agreement be a set-off against
amounts to which you are entitled under any applicable state unemployment
statute.


 


6.                                      NONDISCLOSURE.  Executive will not disclose outside of Qwest
or to any person within Qwest who does not have a legitimate business need to
know, any Confidential Information (as defined below) during Executive’s
employment with the Company or any other Qwest entity.  Executive will not disclose to anyone or make
any 


 


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use of
any Confidential Information of Qwest after Executive’s employment with Qwest
ends for any reason, except as required by law after timely notice is given by
Executive to Qwest.  This agreement not
to disclose or use Confidential Information means, among other things, that
Executive, for a period of 18 months beginning on the effective date of the
termination of Executive’s employment with the Company or any other Qwest
entity for any reason, may not take or perform a job whose responsibilities
would likely lead Executive to disclose or use Confidential Information.  Executive acknowledges and agrees that the
assumption and performance of such responsibilities, in that situation, would
likely result in the disclosure or use of Confidential Information and would
likely result in irreparable injury to Qwest. 
Moreover, during Executive’s employment with Qwest, Executive shall not
disclose or use for the benefit of Qwest, Executive or any other person or
entity any confidential or trade secret information belonging to any former
employer or other person or entity to which Executive owes a duty of confidence
or nondisclosure of such information.  If
a court determines that this provision is too broad, Executive and Company
agree that the court shall modify the provision to the extent (but not more
than is) necessary to make the provision enforceable. “Confidential Information”
is any oral or written information not generally known outside of Qwest,
including without limitation, trade secrets, intellectual property, software
and documentation, customer information (including, without limitation,
customer lists), company policies, practices and codes of conduct, internal
analyses, analyses of competitive products, strategies, merger and acquisition
plans, marketing plans, corporate financial information, information related to
negotiations with third parties, information protected by Qwest’s privileges
(such as the attorney-client privilege), internal audit reports, contracts and
sales proposals, training materials, employment and personnel records,
performance evaluations, and other sensitive information.  This agreement does not relieve Executive of
any obligations Executive has to Qwest under law. Nothing in this agreement
shall limit, restrict, preclude or influence Executive’s testimony in any way
or cause Executive not to provide truthful testimony or information in any
manner or in response to any inquiry by a governmental official.


 


7.                                      NONCOMPETE.  In light of Executive’s senior level position
with Qwest, an international corporation engaged in a highly competitive
business environment, for a period of 18 months beginning on the effective date
of the termination of Executive’s employment with the Company or any other
Qwest entity, regardless of the reason for the termination and regardless of
the party bringing about the termination, Executive agrees not to work for, own
more than 2% of the common stock of, advise, represent or assist in any other
way any person or entity that competes
with, or intends to compete with the Company or any other Qwest entity with
respect to any product sold or service performed by the Company or any other
Qwest entity in any state or country in which the Company or any other Qwest
entity sells such products or performs such services.  If a court determines that this provision is
too broad, Executive and Company agree that the court should modify the
provision to the extent (but not more than is) necessary to make the provision
enforceable. [“Notwithstanding the foregoing, if Executive is an attorney,
Executive may, subject to the applicable rules of ethics and the
nondisclosure 


 


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provisions herein, perform
services solely in his or her capacity as an outside attorney on behalf of any
person or entity, even if such person or entity competes with Qwest or sells
goods or services similar to those Qwest sells.”]


 


8.                                      NONSOLICITATION/NO-HIRE.  For a period of one year beginning on the
effective date of the termination of Executive’s employment with the Company or
any other Qwest entity, regardless of the reason for the termination and
regardless of the party bringing about the termination, Executive agrees not to
induce any employee of Qwest to leave Qwest’s employment.  This agreement means, among other things,
that Executive may not have any part in hiring anyone who is a Qwest employee,
even if Executive is contacted by the Qwest employee first.  For these purposes, employees of Qwest shall
include all persons who are employed by the Company or any other Qwest entity
at the time Executive violates this paragraph 8 or were employed by the Company
or any other Qwest entity at any time during the six months preceding such
violation.  If a court determines that this provision is too broad,
Executive and Company agree that the court should modify the provision to the
extent (but not more than is) necessary to make the provision enforceable.


 


9.                                      REMEDIES FOR VIOLATION OF
PARAGRAPHS  6, 7, OR 8.   The
Executive agrees that it would be difficult to measure any damages caused to
Qwest which might result from any breach by the Executive of the promises set
forth in paragraphs 6, 7, and 8, and that in any event money damages would be
an inadequate remedy for any such breach. 
Accordingly, subject to paragraph 10, the Executive agrees that if the
Executive breaches, or proposes to breach, any portion of this Agreement, Qwest
or the Company shall be entitled, in addition to all other remedies that it may
have, to an injunction or other appropriate equitable relief to restrain any
such breach without showing or proving any actual damage to Qwest.


 


10.                               WAIVER OF RIGHT TO JURY. 
By signing this Agreement, Executive voluntarily, knowingly and
intelligently waives any right he or she may have to a jury trial for all
claims arising out of or relating to this Agreement and any other claim arising
out of or relating to Executive’s employment with or termination from the
Company.  The Company also hereby
voluntarily, knowingly, and intelligently waives any right it might otherwise
have to a jury trial for all claims arising out of or relating to this
Agreement and any other claim arising out of or relating to Executive’s
employment with or termination from the Company.


 


11.                               COOPERATION
AND REIMBURSEMENT.  Executive
agrees, both during Executive’s employment and following the termination of
Executive’s employment, to cooperate reasonably with the Company or any other
Qwest entity in connection with any dispute, lawsuit, arbitration, or any
internal or external investigation involving Qwest or any of their predecessors
(a “Proceeding”) with respect to which Qwest believes in good faith that
Executive may possess relevant information. 
In that event, upon reasonable notice and at reasonable times, and for
reasonable periods,


 


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Executive
agrees to make himself or herself available for interviews, witness preparation
sessions, and appearances in connection with any Proceeding (including, but not
limited to, appearances at depositions, hearings and trials). Recognizing that
upon Executive’s separation from Company, participating in interviews or
witness preparation sessions may be a burden, Company agrees to reimburse
Executive for the time Executive spends involved in interviews and witness
preparation sessions requested by Qwest at a rate equal to Executive’s final
base salary, computed on an hourly basis (assuming a 40 hour work week), for
such time actually spent in such interviews or witness preparation
sessions.  In addition, Company will
reimburse Executive for reasonable expenses Executive incurs in connection with
such interviews and witness preparation sessions.  Company will not be obligated to reimburse
Executive for lost wages, lost opportunities, or other financial consequences
of such cooperation, or to make any other payment to Executive other than the
payments by Company referred to in the two previous sentences of this paragraph
of this Agreement; provided, however, nothing in this paragraph 11 shall impair
or limit any rights or entitlement Executive may have to indemnification and
director’s and officer’s liability insurance coverage.  The parties further agree that Company will
not, and will not be obligated to, reimburse Executive for any time spent
testifying in any Proceeding (including, but not limited to, appearances at
depositions, hearings and trials), although Company will reimburse reasonable
expenses for such appearances, as provided above.  Nothing in this Agreement shall limit,
restrict, preclude, require or influence Executive’s testimony in any Proceeding
or cause Executive not to provide truthful testimony or information in any
matter or in response to any inquiry by a government official or
representative.  Company’s obligation to
reimburse Executive as described above is conditional upon Executive providing,
at all times, information that he objectively, reasonably and in good faith
believes to be truthful in connection with any Proceeding.


 


12.                               INDEMNIFICATION.  Both during Executive’s employment and after
the termination of Executive’s employment for any reason, Company, or any
subsidiary or successor of Company of which Executive is an officer or member
of the board of directors, shall indemnify Executive to the fullest extent
required or permitted by its Bylaws and applicable law.


 


13.                               SUCCESSORS
AND ASSIGNS.  This Agreement is
intended to bind and inure to the benefit of and be enforceable by Executive,
Executive’s assigns, the Company, any other Qwest entity, and their successors
and assigns.


 


14.                               CHOICE OF
LAW.  All questions concerning
the construction, validity and interpretation of this Agreement shall be
governed by the internal law, and not the law of conflicts, of the State of
Colorado.


 


15.                               SEVERABILITY.  If one or more terms, provisions or parts of
this Agreement are found by a court or arbitrator to be invalid, illegal, or
incapable of being enforced by any rule of law or public policy, the
terms, provisions or parts shall be 


 


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modified
to the extent (but not more than is) necessary to make the provision
enforceable.  Additionally, all other
terms, provisions and parts of this Agreement shall nevertheless remain in full
force and effect.


 


16.                               COMPLETE AGREEMENT.  This Agreement contains the entire
understanding of the parties with respect to the matters addressed in this
Agreement, and supersedes all prior representations, understandings and
agreements of the parties with respect to the matters addressed in this
Agreement, including, but not limited to, any and all prior agreements for the
payment of severance benefits.  The
parties acknowledge that no promises or representations have been made to
induce Company or Executive to sign this Agreement other than as expressly set
forth in this Agreement, and that each party has signed this Agreement as a
free and voluntary act.  No term or
provision of this Agreement may be modified or extinguished, in whole or in
part, except by a writing which is dated and signed by both Executive and the
Chief Executive Officer of Company and approved by the Board Of Directors.


 


17.                               CONSTRUCTION;
REPRESENTATION.  In any
interpretation of this Agreement, any ambiguities shall not be construed
against any party on the basis that the party was the drafter.  Executive represents that Executive is
knowledgeable and sophisticated as to business matters, including the subject
matter of this Agreement, that he or she has read this Agreement and that he
understands its terms.  Executive
acknowledges that, prior to assenting to the terms of this Agreement, Executive
has been encouraged to, and has been given a reasonable amount of time to
review it, to consult with counsel of Executive’s choice, and to negotiate at
arm’s-length with the Company as to its contents.  Executive and Company agree that the language
used in this Agreement is the language chosen by the parties to express their
mutual intent, and that they have entered into this Agreement freely and
voluntarily and without pressure or coercion from anyone.


 


18.                               CONDITIONAL REPAYMENT OF PAYMENTS AND BENEFITS.  If
Executive receives benefits under Paragraph 3.b.(1) above, and, within two
years following Executive’s termination of employment, Company determines that
during Executive’s employment with
Qwest, Executive engaged in conduct that would have constituted “Cause” for
termination (as defined in 3.a. above), regardless of (i) when
during Executive’s employment with Qwest such conduct occurred, (ii) when
Qwest knew or learns of such conduct or should have known of such conduct, or (iii) what
Qwest now knows or should have known about Executive’s conduct, then Company shall provide to Executive (or, if
applicable, Executive’s estate or beneficiary) written notification of such
determination, which written notification shall expressly set forth the basis
for Company’s determination in reasonable detail.  After Company provides this written
notification to Executive, it may stop or withhold any payments which have not
been made under this Agreement.  If
Executive disputes that such Cause exists or existed, Executive and his or her
counsel shall make a presentation to the Company to request that Company
withdraw such determination.  If the
matter is not settled or resolved after Executive’s presentation to the
Company, either party may commence an 


 


12

















 


action
in a court of competent jurisdiction, subject to the waiver of any right to
jury trial in Paragraph 10 above.  In
addition, if Executive breaches Executive’s obligations under the Nondisclosure
or Noncompete provisions of this Agreement, Company may stop or withhold any
payments which have not been made under this Agreement.


 


If
a court finds that Cause exists or existed or that Executive has breached
Executive’s obligations under the Nondisclosure (Paragraph 6) or Noncompete
(Paragraph 7) provisions of this Agreement, or if Executive does not timely
commence an action disputing Company’s Cause determination, Executive shall
make prompt repayment to Company of the cash payments provided in Section 3
of this Agreement and other benefits received by Executive pursuant to this
Agreement (including, but not limited to, the value of any discounted COBRA
coverage).  Consistent with applicable law, any repayments
shall include an interest factor equal to the applicable federal short term
interest rate pursuant to Internal Revenue Code section 1274.  Interest shall begin to accrue on the 31st
day after Executive (or, if applicable, Executive’s estate or beneficiary)
received Company’s written notification of its determination that such Cause
exists or existed, and shall continue to accrue until complete repayment is
made to Company.  If Company
notifies Executive (or, if applicable, Executive’s estate or beneficiary) in writing of the
determination that Cause for termination exists prior to having made the
payment required pursuant to Section 3 of this Agreement, such payment
shall not be made unless the Company withdraws its determination, if the
arbitrator determines that Cause did not exist, or if the parties agree
otherwise.


 


19.                               RE-EMPLOYMENT. 
Executive agrees that if at any time during Executive’s severance period
Executive accepts employment with Qwest Communications International, Inc.,
Qwest Services Corporation, any of their wholly-owned subsidiaries or any
successor(s) thereto, all severance benefits to which he or she is
entitled for the remainder of the severance period shall cease effective the
date Executive accepts the position.


 


20.                               WAIVER
OF BREACH.  The waiver by either
Company or Executive of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any prior or subsequent breach by either
party.


 


21.                               HEADINGS.  The headings contained in this Agreement are
for convenience only, do not constitute part of the Agreement and shall not
limit, be used to interpret or otherwise affect in any way the provisions of
the Agreement.


 


22.                               NOTICES.  Any notices provided hereunder must be in
writing and shall be deemed effective on the earlier of personal delivery
(including personal delivery by telecopy or private overnight carrier) or the
third day after mailing by first class mail to the recipient at the address
indicated below:


 


13

















 


	
  To the Company:

  	
   

  	
  Executive Vice President,

  
	
   

  	
   

  	
  General Counsel and

  
	
   

  	
   

  	
  Chief Administrative Officer

  
	
   

  	
   

  	
  Qwest Communications International, Inc.

  
	
   

  	
   

  	
  1801 California Street

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
   

  
	
  To Executive:

  	
   

  	
   

  
	
   

  	
   

  	
  at the address on file

  



 


or to such other address or to the attention of such
other person as the recipient party shall have specified by prior written
notice to the sending party.


 


23.                               COMPLIANCE
WITH SECTION 409A OF THE CODE.  Notwithstanding any other provision of this
Agreement, in the event that any payment or the provision of any benefit
provided under this Agreement constitutes a “deferred compensation plan” within
the meaning of Section 409A of the Code and any related guidance or
regulations (including proposed regulations) (collectively “Section 409A”),
the following provisions shall apply:


 


a.                                       Separation from Service.  No
payment or provision of benefits shall be made upon a “termination of
employment” unless such termination of employment also constitutes a “separation
from service” under Section 409A (“Separation from Service”).


 


b.                                      6-Month Delay.  If
Executive is a “specified employee” within the meaning of Section 409A,
then the payment or provision of benefits shall be made as set forth below;
provided, however, no such payment or provision shall be made before the date
that is six months after Executive’s Separation from Service (or, if earlier,
the date of Executive’s death) (the “6-Month Delay”).  The determination of whether Executive is a “specified
employee” shall be made in accordance with Section 409A using an
identification date of December 31.


 


(1)                                  Payment of Cash Benefits.  Any
cash payment hereunder to Executive, including, but not limited to the Standard
Severance Amount, shall be paid according to the following provisions:


 


(A)                              the Standard Severance Amount shall be paid
out as follows:


 


(i)                                     a lump sum payment equal to one-third of the
Standard Severance Amount will be paid as soon as administratively practicable
following the 6-Month Delay;


 


(ii)                                  the remainder of the Standard Severance
Amount will be paid, in substantially equal installments, through the Company’s
regular management payroll processes for 12 


 


14

















 


months beginning on the first regular payroll period following the
payroll period in which the payment under paragraph 23(b)(1)(A)(i) is
made; and


 


(iii)                               if, at the end of the 12-month period
following termination, Executive has not breached or threatened to breach any
part of this Agreement, Executive also will receive a lump-sum payment equal to
one and one half times Executive’s highest annual target bonus in effect during
the 12 months preceding the termination of Executive’s employment, minus any
applicable or legally-required withholdings.


 


(B)                                Any other 409A arrangement which provide cash
benefits that are payable before the 6-Month Delay shall be paid as follows:


 


(i)                                     a lump sum payment equal to one-third of the
total cash benefit will be paid as soon as administratively feasible following
the Six-Month Delay; and


 


(ii)                                  the remainder of the total cash benefit will
be paid, in equal installments, through the Company’s regular management
payroll processes for 12 months beginning on the first regular payroll period
the payroll period in which the payment under paragraph 23(b)(1)(B)(i) is
made.


 


(2)                                  Payment of Noncash Benefits.  The
payment for any noncash benefits, including, but not limited to, any applicable
premium payments related to such noncash benefits, shall be made by Executive
during the 6-Month Delay, and Executive shall be reimbursed by the Company for
such payments as soon as administratively practicable following the expiration
of the Six Month Delay.  Executive shall
be solely liable for all timely payments and elections as may be necessary to
retain such noncash benefits, and the Company shall not be liable to Executive,
any dependent and/or qualified beneficiary for any loss of any kind, including
the loss of noncash benefits relating to Executive’s failure to timely make any
payments or elections as required under the applicable benefit plan or this
paragraph 23.  By signing this Agreement,
Executive acknowledges this provision and the ramifications, including the
potential loss of benefits, of the failure to comply with this provision.


 


c.                                       Modification.  The
payment or provision of benefits under any other arrangement under this
Agreement that is subject to Section 409A may be modified or amended in
order to comply with Section 409A.


 


15

















 


d.                                      Waiver.  To the extent any payments due
under the Agreement as a result of Executive’s Separation from Service are
subject to Executive’s execution and delivery of a Waiver, in the absence
of a bona fide dispute regarding the amounts owed, (1) the payments shall
commence on the Severance Payment Date, (2) if Executive fails to execute
such Waiver on or prior to the Severance Payment Date or timely
revokes such Waiver thereafter, Executive shall not be entitled to
any payments or benefits otherwise subject to the Waiver, and (3) in
any case where the Separation from Service date and the Severance
Payment Date fall in two separate taxable years, any payments required to be
made to Executive that are subject to the Waiver and are treated as
nonqualified deferred compensation for purposes of Section 409A shall be
made in the later taxable year.  The
term “Severance Payment Date” shall mean the date that is 45 days after
the Executive’s Separation from Service.


 


IN
WITNESS WHEREOF, the parties now execute this Agreement, to be effective as of
the Effective Date.


 


	
   

  	
  QWEST COMMUNICATIONS 

  INTERNATIONAL INC.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


16

















 


ATTACHMENT A


 


WAIVER AND RELEASE AGREEMENT


 


1.                                       Release and Waiver of Claims and
Covenant Not to Sue.


 


As
a free and voluntary act, you hereby release and discharge and covenant not to
sue, Qwest Communications International Inc., any present or former subsidiary
or affiliated Company, any predecessor (including U S WEST and all its
affiliates) or successor, and the directors, officers, employees, shareholders
and agents of any or all of them, (hereinafter “Qwest”), from any and all
debts, obligations, claims, liability, damages, punitive damages, demands,
judgments and/or causes of action of any kind whatsoever, including
specifically but not exclusively:


 


·                                          all claims relating to or arising out of your
employment with Qwest and/or U S WEST;


 


·                                          all claims arising out of your Severance
Agreement (except for claims arising under this Agreement);


 


·                                          all claims relating to or arising from any
claimed breach of an alleged oral or written employment contract,
quasi-contracts, implied contracts, payment for services, wages or salary
and/or promissory estoppel;


 


·                                          any alleged tort claims;


 


·                                          any claims for libel and/or slander;


 


·                                          all claims relating to purported employment
discrimination or civil rights violations or arising under any federal or state
employment statutes including, without limitation, claims under Title VII of
the Civil Rights Act of 1964, as amended; claims under the Civil Rights Act of
1991; claims under the Age Discrimination in Employment Act of 1967, as
amended; claims under 42 U.S.C. § 1981, § 1981a, § 1983, § 1985, or § 1988;
claims under the Family and Medical Leave Act of 1993; claims under the
Americans with Disabilities Act of 1990, as amended; claims under the
Rehabilitation Act of 1973; claims under the Fair Labor Standards Act of 1938,
as amended; claims under the Worker Adjustment and Retraining Notification Act;
claims under the Colorado Anti-Discrimination Act; and claims under the Employee
Retirement Income Security Act of 1974, as amended; or any other applicable
federal, state or local statute or ordinance, including claims for attorneys’
fees;


 


17

















 


·                                          any claim for any disability payments under
the Qwest Disability Plan or Qwest Pension Plan after your termination
date.  The reference to the Qwest
Disability Plan and Qwest Pension Plan includes any successor or predecessor of
such plans such as the former Sickness and Accident Disability Plan or Long
Term Disability Plan of any Qwest or U S WEST entity and all benefits
thereunder;


 


·                                          any and all claims which you might have or
assert against Qwest (1) by reason of your employment with and/or
termination of employment from Qwest and all circumstances related thereto; or (2) by
reason of any other matter, cause, or dispute 
whatsoever between you and Qwest which arose prior to the effective date
of this Agreement.  This Agreement
excludes any claims you may make under (1) the applicable state
unemployment compensation laws, (2) applicable workers’ compensation
statutes, (3) for indemnification to the extent permitted or required by
the bylaws of a Qwest company or applicable state law; and (4) claims
which arise after the execution of this Agreement;


 


·                                          your right to seek individual relief on your
own behalf for any charges of discrimination filed with any federal, state or
local agency, pending or otherwise, arising from or related to your employment
or termination of employment with Qwest.


 


2.                                       Waiver of Right to Jury.  By signing this Agreement, you voluntarily,
knowingly and intelligently waive any right you may have to a jury trial for
all claims arising out of or relating to this Agreement and any other claim
arising out of or relating to your employment with or termination from the
Company.  The Company also hereby
voluntarily, knowingly, and intelligently waives any right it might otherwise
have to a jury trial for all claims arising out of or relating to this
Agreement and any other claim arising out of or relating to your employment
with or termination from the Company.


 


3.                                       You agree that
the monies and benefits described above are considerations to which you would
not otherwise be entitled unless you sign this Agreement, and that these
considerations constitute payment in exchange for signing this Agreement.


 


4.                                       If one or more
terms, provisions or parts of this Agreement are found by a court or arbitrator
to be invalid, illegal, or incapable of being enforced by any rule of law
or public policy, the terms, provisions or parts shall be modified to the
extent (but not more than is) necessary to make the provision enforceable.  You agree that if any portion of this
Agreement is found to be unenforceable or prohibited, the remainder of this
Agreement shall remain in full force and effect, unless the 


 


18

















 


material
terms and intent of this Agreement are materially changed by the fact that a
portion of this Agreement is unenforceable or prohibited.  .


 


5.                                       You agree that this Agreement shall not be
admissible in any proceeding as evidence of any improper conduct by Qwest
against you and Qwest denies that it has taken any improper action against you
in violation of any federal, state, or local law or common law principle.


 


6.                                       You acknowledge that no promises or
representations have been made to induce you to sign this Agreement other than
as expressly set forth herein and that you have signed this Agreement as a free
and voluntary act.


 


7.                                       You acknowledge that this release means, in
part, that you give up all your rights to damages and/or money based upon any
claims against Qwest of age discrimination. 
You do not waive your rights to make claims for damages and/or money
which arise after the date this Agreement is signed.  Under the Age Discrimination in Employment
Act, you have the right within seven days of the date you sign this Agreement
to revoke your waiver of rights to claim damages and/or money.  In the event you revoke your agreement to be
obligated to the terms of this Agreement, the benefits offered herein shall be
null and void, meaning you will receive no involuntary termination benefits
under your Severance Agreement.  To be
effective, your revocation must be in writing and delivered to Executive Vice
President and Chief Human Resources Officer, Qwest Communications International, Inc.
1801 California Street, Denver, Colorado 80202, within the seven-day
period.  If by mail, the revocation must
be (1) postmarked within the seven-day period, (2) properly addressed,
and (3) sent by certified mail, return receipt requested.


 


8.                                       You acknowledge that you (a) have had
sufficient opportunity (not less than 45 days) to review this Waiver and
Release Agreement, (b) have been encouraged to consult with and have had sufficient
opportunity to consult with your attorney and financial advisor before signing
this Waiver and Release Agreement, and (c) that you understand and agree
to all of the terms of this Waiver and Release Agreement.


 


19

















 


AGREEMENT


 


I have read and I understand
the terms of the foregoing Waiver and Release, and I hereby agree to all of the
terms of the foregoing Agreement.


 


	
   

  	
   

  	
   

  
	
  (Executive’s Signature)

  	
   

  	
  (Date)

  



 


 


Please
return all pages of this signed agreement to:


 


Executive
Compensation


1801
California Street


23rd
Floor


Denver,
Colorado  80202


 


20