Exhibit 10.3


 


AMENDMENT TO SEVERANCE AGREEMENT


 


This Amendment to Severance Agreement (“Agreement”), which is effective
as of the date executed by both parties (the “Effective Date”), is by and
between [Name]  (“Executive”), and [his/her]
employer, Qwest Services Corporation, its parent, subsidiaries, successors or
affiliates (“Company”):


 


WHEREAS, Executive may be considered to be a “specified employee” under
Section 409A of the Internal Revenue Code (“Section 409A”) and
Company and Executive wish to amend the Severance Agreement entered into
between Executive and Company on [date] (“Severance
Agreement”), as set forth below in order to comply with Section 409A. Company
and Executive also agree to amend certain other provisions as set forth herein.


 


Therefore, the Severance Agreement is amended as set forth herein.   All other terms and conditions of the
Severance Agreement are unchanged by this Amendment and remain in full force
and effect, including but not limited to the requirement that Executive execute
the Waiver and Release Agreement (attached to his or her Severance Agreement as
Attachment A) as a condition of receiving severance benefits.  Executive and Company agree that sufficient
consideration has been provided to support this Amendment.


 


The Severance Agreement is amended as follows:


 


1.               Paragraph 3(a), entitled “Termination for
Cause” is amended in its entirety and shall be replaced with:


 


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 resulting 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.


 


2.                                       A
new paragraph 23 is added as follows:


 


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
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 


 


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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.


 


 


	
   

  	
  QWEST
  SERVICES CORP.:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Richard C.
  Notebaert

  	
  Date

  	
   

  
	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Date

  
				



 


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