Exhibit 10.1


 


2006
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 2006 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 2006 Qwest
Management Bonus Plan.  If a 2006 bonus
is paid, the bonus payout is expected to occur during the first quarter of 2007.


 


Employees
are ineligible for a bonus if their employment terminates, either voluntarily
or involuntarily, prior to the bonus program close date; 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.


 


Employees in finance, legal, human resources, public
policy, federal relations, product and marketing, and corporate communications
will be measured on Corporate Performance.  
Employees in business, mass markets, wholesale, network and IT will be
measured 60 percent on Corporate Performance and 40 percent on their business unit
performance. Performance will be scored between 0% -150% for each of the
performance measures described below.


 


1)             Corporate Performance


 


Corporate Performance is determined by the weighted average of revenue
(25 percent), net income (25 percent), cash flow (30 percent) and imperatives
(20 percent). Performance
targets for each measure will be established at the beginning of 2006 and
approved by the Board of Directors.


 


2)             Business
Unit Performance


 


a.               Revenue
Generating Business Units Performance


 


Revenue Generating Business Units Performance is determined
by the weighted average of each business unit’s revenue (50 percent), operating
results (30 percent), and imperatives (20 percent).  Performance targets for each measure will be established
at the beginning of 2006 and approved by the Board of Directors.


 


b.               Network
and Information Technologies Performance


 


Network and IT Performance is determined by the
weighted average of capital expenditures (40 percent), operating results (40
percent), and imperatives (20 percent). 
Performance targets for each measure will be established at the
beginning of 2006 and approved by the Board of Directors.


 


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. 


 





















 


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 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.  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 2006 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.