Exhibit 10.2


 




 





QWEST COMMUNICATIONS INTERNATIONAL INC.


 


EQUITY INCENTIVE PLAN


 


(effective June 23, 1997)


 


(amended and restated, effective
October 4, 2000)


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I INTRODUCTION

  	
   

  
	
  1.1

  	
  Establishment

  	
   

  
	
  1.2

  	
  Purposes

  	
   

  
	
  1.3

  	
  Effective Date; Amendment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II DEFINITIONS

  	
   

  
	
  2.1

  	
  Definitions

  	
   

  
	
  2.2

  	
  Gender and Number

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III PLAN ADMINISTRATION

  	
   

  
	
  3.1

  	
  General

  	
   

  
	
  3.2

  	
  Delegation by Committee

  	
   

  
	
  3.3

  	
  Grants to Non-Employee Directors

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV STOCK SUBJECT TO THE PLAN

  	
   

  
	
  4.1

  	
  Number of Shares

  	
   

  
	
  4.2

  	
  Other Shares of Stock

  	
   

  
	
  4.3

  	
  Adjustments for Stock Split, Stock
  Dividend, Etc.

  	
   

  
	
  4.4

  	
  Other Distributions and Changes in the
  Stock

  	
   

  
	
  4.5

  	
  General Adjustment Rules

  	
   

  
	
  4.6

  	
  Determination by the Committee, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V CORPORATE REORGANIZATION; CHANGE
  IN CONTROL

  	
   

  
	
  5.1

  	
  Reorganization of Qwest

  	
   

  
	
  5.2

  	
  Required Notice

  	
   

  
	
  5.3

  	
  Acceleration of Exercisability

  	
   

  
	
  5.4

  	
  Change in Control of Qwest

  	
   

  
	
  5.5

  	
  Reorganization of Affiliated Corporations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI PARTICIPATION

  	
   

  
	
  6.1

  	
  Eligible Employees; Eligible Consultants

  	
   

  
	
  6.2

  	
  Non-Employee Directors

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII OPTIONS

  	
   

  
	
  7.1

  	
  Grant of Options

  	
   

  
	
  7.2

  	
  Stock Option Certificates

  	
   

  
	
  7.3

  	
  Restrictions on Incentive Options

  	
   

  
	
  7.4

  	
  Shareholder Privileges

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII RESTRICTED STOCK AWARDS

  	
   

  
	
  8.1

  	
  Grant of Restricted Stock Awards

  	
   

  
	
  8.2

  	
  Restrictions

  	
   

  
	
  8.3

  	
  Privileges of a Stockholder,
  Transferability

  	
   

  
	
  8.4

  	
  Enforcement of Restrictions

  	
   

  



 


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  ARTICLE IX STOCK UNITS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X STOCK APPRECIATION RIGHTS

  	
   

  
	
  10.1

  	
  Persons Eligible

  	
   

  
	
  10.2

  	
  Terms of Grant

  	
   

  
	
  10.3

  	
  Exercise

  	
   

  
	
  10.4

  	
  Number of Shares or Amount of Cash

  	
   

  
	
  10.5

  	
  Effect of Exercise

  	
   

  
	
  10.6

  	
  Termination of Services

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI STOCK BONUSES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII OTHER COMMON STOCK GRANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII RIGHTS OF PARTICIPANTS

  	
   

  
	
  13.1

  	
  Service

  	
   

  
	
  13.2

  	
  Nontransferability

  	
   

  
	
  13.3

  	
  No Plan Funding

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV GENERAL RESTRICTIONS

  	
   

  
	
  14.1

  	
  Investment Representations

  	
   

  
	
  14.2

  	
  Compliance with Securities Laws

  	
   

  
	
  14.3

  	
  Changes in Accounting Rules

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV OTHER EMPLOYEE BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI PLAN AMENDMENT, MODIFICATION
  AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVII WITHHOLDING

  	
   

  
	
  17.1

  	
  Withholding Requirement

  	
   

  
	
  17.2

  	
  Withholding With Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVIII REQUIREMENTS OF LAW

  	
   

  
	
  18.1

  	
  Requirements of Law

  	
   

  
	
  18.2

  	
  Federal Securities Law Requirements

  	
   

  
	
  18.3

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIX DURATION OF THE PLAN

  	
   

  



 


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QWEST COMMUNICATIONS INTERNATIONAL INC.


 


EQUITY INCENTIVE PLAN


 


ARTICLE I


 


INTRODUCTION


 


1.1           Establishment. Qwest
Communications International Inc., a Delaware corporation, effective
June 23, 1997, established the Qwest Communications
International Inc. Equity Incentive Plan (the “Plan”) for certain
employees of the Company (as defined in subsection 2.1(f)) and certain
consultants to the Company. The Plan permits the grant of incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, non-qualified stock options, restricted stock awards, stock
appreciation rights, stock bonuses, stock units and other stock grants to
certain key employees of the Company and to certain consultants to the Company.


 


1.2           Purposes. The purposes
of the Plan are to provide those who are selected for participation in the Plan
with added incentives to continue in the long-term service of the Company and
to create in such persons a more direct interest in the future success of the
operations of the Company by relating incentive compensation to increases in
shareholder value, so that the income of those participating in the Plan is
more closely aligned with the income of the Company’s shareholders. The Plan is
also designed to provide a financial incentive that will help the Company
attract, retain and motivate the most qualified employees and consultants.


 


1.3           Effective Date; Amendment. The initial effective date of the Plan was June 23, 1997. The Plan
is hereby amended and restated, as of October 4, 2000, to provide that
Non-Employee Directors (as defined below) are eligible to receive grants of
non-qualified stock options under the Plan. The provisions of the Plan, as so
amended and restated, shall apply to any Award (as defined in subsection 2.1(b))
granted on or after October 4, 2000.


 


ARTICLE II


 


DEFINITIONS


 


2.1           Definitions. The
following terms shall have the meanings set forth below:


 


(a)           “Affiliated Corporation”
means any corporation or other entity that is affiliated with Qwest through
stock ownership or otherwise and is designated as an “Affiliated Corporation”
by the Board, provided, however, that for purposes of Incentive Options granted
pursuant to the Plan, an “Affiliated Corporation” means any parent or
subsidiary of the Company as defined in Section 424 of the Code.


 


(b)           “Award” means an
Option, a Restricted Stock Award, a Stock Appreciation Right, a Stock Unit,
grants of Stock pursuant to Article XI or other issuances of Stock
hereunder.


 


(c)           “Board” means the
Board of Directors of Qwest.


 


(d)           “Code” means the
Internal Revenue Code of 1986, as it may be amended from time to time.


 


(e)           “Committee” means a
committee consisting of members of the Board who are empowered hereunder to
take actions in the administration of the Plan. The Committee shall be so
constituted at all times as to permit the Plan to comply with Rule 16b-3
or any successor rule promulgated under the Securities Exchange Act of 1934
(the “1934 Act”). Except as provided in Section 3.2, the Committee shall
select Participants from Eligible Employees and Eligible Consultants of the
Company and shall determine the awards to be made pursuant to the Plan and the
terms and conditions thereof.


 


(f)            “Company” means Qwest and the Affiliated Corporations.


 





















 


(g)           “Disabled” or “Disability” shall
have the meaning given to such terms in Section 22(e)(3) of the Code.


 


(h)           “Effective Date” means
the original effective date of the Plan, June 23, 1997.


 


(i)            “Eligible Employees” means those employees (including, without
limitation, officers and directors who are also employees) of the Company or
any subsidiary or division thereof, upon whose judgment, initiative and efforts
the Company is, or will become, largely dependent for the successful conduct of
its business. For purposes of the Plan, an employee is any individual who
provides services to the Company or any subsidiary or division thereof as a
common law employee and whose remuneration is subject to the withholding of
federal income tax pursuant to section 3401 of the Code. Employee shall
not include any individual (A) who provides services to the Company or any
subsidiary or division thereof under an agreement, contract, or any other
arrangement pursuant to which the individual is initially classified as an
independent contractor or (B) whose remuneration for services has not been
treated initially as subject to the withholding of federal income tax pursuant
to section 3401 of the Code even if the individual is subsequently
reclassified as a common law employee as a result of a final decree of a court
of competent jurisdiction or the settlement of an administrative or judicial
proceeding. Leased employees within the meaning of section 414(n) of the
Code shall not be treated as employees under this Plan.


 


(j)            “Eligible Consultants” means those consultants to the Company who are
determined, by the Committee, to be individuals whose services are important to
the Company and who are eligible to receive Awards, other than Incentive
Options, under the Plan.


 


(k)           “Fair Market Value”
means the average of the mean between the bid and the asked prices of the Stock
or the closing price, as applicable, on the New York Stock Exchange, the
principal stock exchange or other market on which the Stock is traded, over the
five consecutive trading days ending on a particular date or by such other
method as the Committee, or the individual or individuals to whom the Committee
has delegated authority to grant Awards, may specify at the time an Award is
granted. If the price of the Stock is not reported on any securities exchange
or national market system, the Fair Market Value of the Stock on a particular
date shall be as determined by the Committee. If, upon exercise of an Option,
the exercise price is paid by a broker’s transaction as provided in subsection
7.2(g)(ii)(D), Fair Market Value, for purposes of the exercise, shall be the
price at which the Stock is sold by the broker.


 


(l)            “Incentive Option” means an Option designated as such and granted in
accordance with Section 422 of the Code.


 


(m)          “Non-Employee Director”
means a member of the Board who is not an employee (as defined in the second
sentence of subsection 2.1(i) above) of the Company.


 


(n)           “Non-Qualified Option”
means any Option other than an Incentive Option.


 


(o)           “Option” means a right
to purchase Stock at a stated or formula price for a specified period of time.
Options granted under the Plan shall be either Incentive Options or
Non-Qualified Options.


 


(p)           “Option Certificate”
shall have the meaning given to such term in Section 7.2 hereof.


 


(q)           “Option Holder” means
a Participant who has been granted one or more Options under the Plan.


 


(r)            “Option
Price” means the price at which each share of Stock subject to an
Option may be purchased, determined in accordance with subsection 7.2(b).


 


2





















 


(s)           “Participant” means an
Eligible Employee or Eligible Consultant designated by the Committee from time
to time during the term of the Plan to receive one or more of the Awards
provided under the Plan and a Non-Employee Director who has been granted an
Option as provided in Section 6.2.


 


(t)            “Qwest” means Qwest Communications International Inc. and any successor
thereto.


 


(u)           “Restricted Stock Award”
means an award of Stock granted to a Participant pursuant to Article VIII
that is subject to certain restrictions imposed in accordance with the
provisions of such Section.


 


(v)           “Share” means a share
of Stock.


 


(w)          “Stock” means the
$0.01 par value common stock of Qwest.


 


(x)            “Stock Appreciation Right” means the right, granted by the Committee
pursuant to the Plan, to receive a payment equal to the increase in the Fair
Market Value of a Share of Stock subsequent to the grant of such Award.


 


(y)           “Stock Bonus” means
either an outright grant of Stock or a grant of Stock subject to and
conditioned upon certain employment or performance related goals.


 


(z)            “Stock Unit” means a measurement component equal to the Fair Market Value of one
share of Stock on the date for which a determination is made pursuant to the
provisions of this Plan.


 


2.2           Gender and Number.
Except when otherwise indicated by the context, the masculine gender shall also
include the feminine gender, and the definition of any term herein in the
singular shall also include the plural.


 


ARTICLE III


 


PLAN ADMINISTRATION


 


3.1           General. The Plan
shall be administered by the Committee. In accordance with the provisions of
the Plan, the Committee shall, in its sole discretion, select the Participants
from among the Eligible Employees and Eligible Consultants, determine the Awards
to be made pursuant to the Plan, the number of Stock Units, Stock Appreciation
Rights or shares of Stock to be issued thereunder and the time at which such
Awards are to be made, fix the Option Price, period and manner in which an
Option becomes exercisable, establish the duration and nature of Restricted
Stock Award restrictions, establish the terms and conditions applicable to
Stock Bonuses and Stock Units, and establish such other terms and requirements
of the various compensation incentives under the Plan as the Committee may deem
necessary or desirable and consistent with the terms of the Plan. The Committee
shall determine the form or forms of the agreements with Participants that
shall evidence the particular provisions, terms, conditions, rights and duties
of Qwest and the Participants with respect to Awards granted pursuant to the
Plan, which provisions need not be identical except as may be provided herein;
provided, however, that Eligible Consultants shall not be eligible to receive
Incentive Options. The Committee may from time to time adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any
agreement entered into hereunder in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such expediency. No
member of the Committee shall be liable for any action or determination made in
good faith. The determinations, interpretations and other actions of the
Committee pursuant to the provisions of the Plan shall be binding and
conclusive for all purposes and on all persons.


 


3





















 


3.2           Delegation by Committee.
The Committee may, from time to time, delegate, to specified officers of Qwest,
the power and authority to grant Awards under the Plan to specified groups of
employees and consultants, subject to such restrictions and conditions as the
Committee, in its sole discretion, may impose. The delegation shall be as broad
or as narrow as the Committee shall determine. To the extent that the Committee
has delegated the authority to determine certain terms and conditions of an
Award, all references in the Plan to the Committee’s exercise of authority in
determining such terms and conditions shall be construed to include the Qwest
officer or officers to whom the Committee has delegated the power and authority
to make such determination. The power and authority to grant Awards to any
employee or consultant who is covered by Section 16(b) of the 1934 Act
shall not be delegated by the Committee.


 


3.3           Grants to Non-Employee Directors. The Committee may make grants of Non-Qualified Options to Non-Employee
Directors.


 


ARTICLE IV


 


STOCK SUBJECT TO THE PLAN


 


4.1           Number of Shares. The
maximum aggregate number of Shares that may be issued under the Plan at any
time pursuant to Awards shall equal 10% of the aggregate number of Shares that
are issued and outstanding at such time (determined as of the close of trading
on the New York Stock Exchange on the trading day immediately preceding such
time), reduced by the number of Shares that are subject to outstanding Awards
granted under this Plan and outstanding options granted under any other plan or
arrangement of the Company or any subsidiary of the Company (excluding the
Company’s Employee Stock Purchase Plan) at such time. Upon exercise of an
option (whether granted under this Plan or otherwise), the Shares issued upon
exercise of such option shall no longer be considered to be subject to an
outstanding Award or option for purposes of the immediately preceding sentence.
Notwithstanding anything to the contrary contained herein, no Award granted
hereunder shall become void or otherwise be adversely affected solely because
of a change in the number of Shares of the Company that are issued and
outstanding from time to time, provided that changes to the issued and
outstanding Shares may result in adjustments to outstanding Awards in
accordance with the provisions of this Article IV. The maximum number of
Shares with respect to which a Participant may receive Options and Stock
Appreciation Rights under the Plan in any calendar year is 40,000,000. The maximum
number of Shares as to which Incentive Options may be granted is 75,000,000.
The Shares may be either authorized and unissued Shares or previously issued
Shares acquired by Qwest. Such maximum numbers may be increased from time to
time by approval of the Board and by the stockholders of Qwest if, in the
opinion of counsel for Qwest, stockholder approval is required. Qwest shall at
all times during the term of the Plan and while any Options or Stock Units are
outstanding retain as authorized and unissued Stock at least the number of
Shares from time to time required under the provisions of the Plan, or
otherwise assure itself of its ability to perform its obligations hereunder.


 


4.2           Other Shares of Stock.
Any shares of Stock that are subject to an Option that expires or for any
reason is terminated unexercised, any shares of Stock that are subject to an
Award (other than an Option) and that are forfeited, and any shares of Stock
withheld for the payment of taxes or received by Qwest as payment of the exercise
price of an Option shall automatically become available for use under the Plan,
provided, however, that no more than 75,000,000 shares of Stock may be awarded
pursuant to Incentive Options.


 


4





















 


4.3           Adjustments for Stock Split, Stock Dividend, Etc. If Qwest shall at any time increase or decrease
the number of its outstanding Shares or change in any way the rights and
privileges of such Shares by means of the payment of a stock dividend or any
other distribution upon such shares payable in Stock, or through a stock split,
subdivision, consolidation, combination, reclassification or recapitalization
involving the Stock, then in relation to the Stock that is affected by one or
more of the above events, the numbers, rights and privileges of the following
shall be increased, decreased or changed in like manner as if they had been
issued and outstanding, fully paid and nonassessable at the time of such
occurrence: (i) the Shares as to which Awards may be granted under the
Plan, (ii) the Shares then included in each outstanding Award granted
hereunder, (iii) the maximum number of Shares available for grant to any
one person in a calendar year, (iv) the maximum number of Shares available
for grant pursuant to Incentive Options, and (v) the number of Shares
subject to a delegation of authority under Section 4.2 of this Plan.


 


4.4           Other Distributions and Changes in the Stock. If


 


(a)           Qwest shall at any time distribute with respect to
the Stock assets or securities of persons other than Qwest (excluding cash or
distributions referred to in Section 4.3), or


 


(b)           Qwest shall at any time grant to the holders of
its Stock rights to subscribe pro rata
for additional shares thereof or for any other securities of Qwest, or


 


(c)           there shall be any other change (except as
described in Section 4.3) in the number or kind of outstanding Shares or
of any stock or other securities into which the Stock shall be changed or for
which it shall have been exchanged,


 


and if the Committee shall in its discretion determine that the event
described in subsection (a), (b), or (c) above equitably requires an
adjustment in the number or kind of Shares subject to an Option or other Award,
an adjustment in the Option Price or the taking of any other action by the
Committee, including without limitation, the setting aside of any property for
delivery to the Participant upon the exercise of an Option or the full vesting
of an Award, then such adjustments shall be made, or other action shall be
taken, by the Committee and shall be effective for all purposes of the Plan and
on each outstanding Option or Award that involves the particular type of stock
for which a change was effected. Notwithstanding the foregoing provisions of
this Section 4.4, pursuant to Section 8.3 below, a Participant
holding Stock received as a Restricted Stock Award shall have the right to
receive all amounts, including cash and property of any kind, distributed with
respect to the Stock after such Restricted Stock Award was granted upon the
Participant’s becoming a holder of record of the Stock.


 


4.5           General Adjustment Rules. No adjustment or substitution provided for in this Article IV
shall require Qwest to sell a fractional share of Stock under any Option, or
otherwise issue a fractional share of Stock, and the total substitution or
adjustment with respect to each Option and other Award shall be limited by
deleting any fractional share. In the case of any such substitution or
adjustment, the aggregate Option Price for the total number of shares of Stock
then subject to an Option shall remain unchanged but the Option Price per share
under each such Option shall be equitably adjusted by the Committee to reflect
the greater or lesser number of shares of Stock or other securities into which
the Stock subject to the Option may have been changed, and appropriate
adjustments shall be made to other Awards to reflect any such substitution or
adjustment.


 


4.6           Determination by the Committee, Etc. Adjustments under this Article IV shall be
made by the Committee, whose determinations with regard thereto shall be final
and binding upon all parties thereto.


 


5





















 


ARTICLE V


 


CORPORATE REORGANIZATION; CHANGE IN CONTROL


 


5.1           Reorganization of Qwest.
Except as provided otherwise by the Committee at the time an Award is granted,
upon the occurrence of any of the following events, if the notice required by
Section 5.2 shall have first been given, the Plan and all Options then
outstanding hereunder shall automatically terminate and be of no further force
and effect whatsoever, and other Awards then outstanding shall be treated as
described in Sections 5.2 and 5.3, without the necessity for any additional
notice or other action by the Board or Qwest: (a) the merger or consolidation
of Qwest with or into another corporation or other reorganization (other than a
reorganization under the United States Bankruptcy Code) of Qwest (other than a
consolidation, merger, or reorganization in which Qwest is the continuing
corporation and which does not result in any reclassification or change of
outstanding shares of Stock); or (b) the sale or conveyance of the
property of Qwest as an entirety or substantially as an entirety (other than a
sale or conveyance in which Qwest continues as a holding company of an entity
or entities that conduct the business or businesses formerly conducted by
Qwest); or (c) the dissolution or liquidation of Qwest.


 


5.2           Required Notice. At
least 30 days’ prior written notice of any event described in Section 5.1
shall be given by Qwest to each Option Holder and Participant unless
(a) in the case of the events described in clauses (a) or (b) of
Section 5.1, Qwest, or the successor or purchaser, as the case may be,
shall make adequate provision for the assumption of the outstanding Options or
the substitution of new options for the outstanding Options on terms comparable
to the outstanding Options except that the Option Holder shall have the right
thereafter to purchase the kind and amount of securities or property or cash
receivable upon such merger, consolidation, other reorganization, sale or
conveyance by a holder of the number of Shares that would have been receivable
upon exercise of the Option immediately prior to such merger, consolidation,
sale or conveyance (assuming such holder of Stock failed to exercise any rights
of election and received per share the kind and amount received per share by a
majority of the non-electing shares), or (b) Qwest, or the successor or
purchaser, as the case may be, shall make adequate provision for the adjustment
of outstanding Awards (other than Options) so that such Awards shall entitle
the Participant to receive the kind and amount of securities or property or
cash receivable upon such merger, consolidation, other reorganization, sale or
conveyance by a holder of the number of Shares that would have been receivable
with respect to such Award immediately prior to such merger, consolidation,
other reorganization, sale or conveyance (assuming such holder of Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a majority of the non-electing shares). The provisions of
this Article V shall similarly apply to successive mergers,
consolidations, reorganizations, sales or conveyances. Such notice shall be
deemed to have been given when delivered personally to a Participant or when
mailed to a Participant by registered or certified mail, postage prepaid, at
such Participant’s address last known to the Company.


 


5.3           Acceleration of Exercisability. Participants notified in accordance with Section 5.2 may exercise
their Options at any time before the occurrence of the event requiring the
giving of notice (but subject to occurrence of such event), regardless of
whether all conditions of exercise relating to length of service, attainment of
financial performance goals or otherwise have been satisfied. Upon the giving
of notice in accordance with Section 5.2, all restrictions with respect to
Restricted Stock and other Awards shall lapse immediately, all Stock Units
shall become payable immediately and all Stock Appreciation Rights shall become
exercisable. Any Options, Stock Appreciation Rights or Stock Units that are not
assumed or substituted under clauses (a) or (b) of Section 5.2
that have not been exercised prior to the event described in Section 5.1
shall automatically terminate upon the occurrence of such event.


 


6





















 


5.4           Change in Control of Qwest.


 


(a)           In General. Unless
provided otherwise by the Committee at the time of the grant of an Award, upon
a change in control of Qwest as defined in subsection 5.4(b), then (i) all
Options shall become immediately exercisable in full during the remaining term
thereof, and shall remain so, whether or not the Participants to whom such
Options have been granted remain employees, consultants or directors of the
Company; (ii) all restrictions with respect to outstanding Restricted
Stock Awards shall immediately lapse; (iii) all Stock Units shall become
immediately payable; and (iv) all other Awards shall become immediately
exercisable or shall vest, as the case may be, without any further action or
passage of time.


 


(b)           Definition. For
purposes of this Plan, a “change in control” shall be deemed to have occurred
if either (i) any individual, entity, or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the 1934 Act), other than Anschutz
Company, The Anschutz Corporation, any entity or organization controlled by
Philip F. Anschutz (collectively, the “Anschutz Entities”) or a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, acquires beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of either
(A) the then-outstanding shares of Stock (“Outstanding Shares”) or
(B) the combined voting power of the then-outstanding voting securities of
the Company entitled to vote generally in the election of directors (“Voting
Power”) or (ii) at any time during any period of three consecutive years
(not including any period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board (and any new director whose
election by the Board or whose nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority thereof.


 


5.5           Reorganization of Affiliated Corporations. If an Affiliated Corporation is merged or
consolidated with another corporation (other than a merger or consolidation
pursuant to which the Affiliated Corporation continues to be, or the continuing
corporation is, affiliated with Qwest through stock ownership or control), or
if all or substantially all of the assets or more than fifty percent (50%) of
the stock of the Affiliated Corporation is acquired by any other corporation,
business entity or person (other than a transaction in which the successor is
affiliated with Qwest through stock ownership or control), or in the case of a
reorganization (other than a reorganization under the United States Bankruptcy
Code) including a divisive reorganization under Section 355 of the Code,
or liquidation of the Affiliated Corporation, the Committee may, as to
outstanding Awards, make appropriate provision for the protection of
outstanding Awards granted to Eligible Employees of, and Eligible Consultants
to, the affected Affiliated Corporation by (i) providing for the
assumption of outstanding Options or the substitution of new Options for
outstanding Options by the successor on terms comparable to the outstanding
Options, (ii) providing for the adjustment of outstanding Awards, or
(iii) taking such other action with respect to outstanding Awards as the
Committee deems appropriate.


 


7





















 


ARTICLE VI


 


PARTICIPATION


 


6.1           Eligible Employees; Eligible Consultants. Participants in the Plan shall be those Eligible
Employees who, in the judgment of the Committee, are performing, or during the
term of their incentive arrangement will perform, vital services in the
management, operation and development of the Company, and significantly
contribute, or are expected to significantly contribute, to the achievement of
long-term corporate economic objectives. Eligible Consultants shall be selected
from those non-employee consultants to the Company who are performing services
important to the operation and growth of the Company. Participants may be
granted from time to time one or more Awards; provided, however, that the grant
of each such Award shall be separately approved by the Committee and receipt of
one such Award shall not result in automatic receipt of any other Award. Upon
determination by the Committee that an Award is to be granted to a Participant,
written notice shall be given to such person, specifying the terms, conditions,
rights and duties related thereto. Each Participant shall, if required by the
Committee, enter into an agreement with Qwest, in such form as the Committee
shall determine and which is consistent with the provisions of the Plan,
specifying such terms, conditions, rights and duties. Awards shall be deemed to
be granted as of the date specified in the grant resolution of the Committee,
which date shall be the date of any related agreement with the Participant. In
the event of any inconsistency between the provisions of the Plan and any such
agreement entered into hereunder, the provisions of the Plan shall govern.


 


6.2           Non-Employee Directors.
The Committee may, from time to time, grant Non-Qualified Options to one or
more Non-Employee Directors, who shall be Participants in the Plan. Each Option
shall include the terms and conditions that are determined by the Committee and
that are consistent with the terms of the Plan. Each Participant shall, if
required by the Committee, enter into an agreement with Qwest, in such form as
the Committee shall determine and that is consistent with the terms of the
Plan, specifying the terms and conditions of the Option and the rights and
duties of the Participant. An Option shall be deemed granted as of the date
specified in the grant resolution of the Committee, which date shall be the
date of any related Agreement with the Participant. In the event of any
inconsistency between the provisions of the Plan and any such agreement entered
into hereunder, the provisions of the Plan shall govern.


 


ARTICLE VII


 


OPTIONS


 


7.1           Grant of Options.
Coincident with or following designation for participation in the Plan, a
Participant may be granted one or more Options. The Committee in its sole
discretion shall designate whether an Option is an Incentive Option or a
Non-Qualified Option; provided, however, that only Non-Qualified Options may be
granted to Eligible Consultants. The Committee may grant both an Incentive
Option and a Non-Qualified Option to an Eligible Employee at the same time or
at different times. Incentive Options and Non-Qualified Options, whether
granted at the same time or at different times, shall be deemed to have been
awarded in separate grants and shall be clearly identified, and in no event
shall the exercise of one Option affect the right to exercise any other Option
or affect the number of shares for which any other Option may be exercised. An
Option shall be considered as having been granted on the date specified in the
grant resolution of the Committee.


 


7.2           Stock Option Certificates. Each Option granted under the Plan shall be evidenced by a written
stock option certificate or agreement (an “Option Certificate”). An Option
Certificate shall be issued by Qwest in the name of the Participant to whom the
Option is granted (the “Option Holder”) and in such form as may be approved by
the Committee. The Option Certificate shall incorporate and conform to the
conditions set forth in this Section 7.2 as well as such other terms and
conditions that are not inconsistent as the Committee may consider appropriate
in each case.


 


8





















 


(a)           Number of Shares. Each
Option Certificate shall state that it covers a specified number of shares of
Stock, as determined by the Committee.


 


(b)           Price. The price at
which each share of Stock covered by an Option may be purchased shall be
determined in each case by the Committee and set forth in the Option
Certificate, but, in the case of an Incentive Option, in no event shall the
price be less than 100 percent of the Fair Market Value of the Stock on
the date the Incentive Option is granted.


 


(c)           Duration of Options; Restrictions on Exercise. Each Option Certificate shall state the period of
time, determined by the Committee, within which the Option may be exercised by
the Option Holder (the “Option Period”). The Option Period must end, in all
cases, not more than ten years from the date the Option is granted. The Option
Certificate shall also set forth any installment or other restrictions on
exercise of the Option during such period, if any, as may be determined by the
Committee. Each Option shall become exercisable (vest) over such period of
time, if any, or upon such events, as determined by the Committee.


 


(d)           Termination of Services, Death, Disability, Etc. The Committee may specify the period, if any,
during which an Option may be exercised following termination of the Option
Holder’s services. The effect of this subsection 7.2(d) shall be limited to
determining the consequences of a termination and nothing in this subsection
7.2(d) shall restrict or otherwise interfere with the Company’s discretion with
respect to the termination of any individual’s services. If the Committee does
not otherwise specify, the following shall apply:


 


(i)            If the services of the Option Holder are
terminated within the Option Period for “cause”, as determined by the Company,
the Option shall thereafter be void for all purposes. As used in this
subsection 7.2(d), “cause” shall mean willful misconduct, a willful failure to
perform the Option Holder’s duties, insubordination, theft, dishonesty,
conviction of a felony or any other willful conduct that is materially
detrimental to the Company or such other cause as the Board in good faith
reasonably determines provides cause for the discharge of an Option Holder.


 


(ii)           If the Option Holder becomes Disabled, the Option
may be exercised by the Option Holder within one year following the Option
Holder’s termination of services on account of Disability (provided that such
exercise must occur within the Option Period), but not thereafter. In any such
case, the Option may be exercised only as to the shares as to which the Option
had become exercisable on or before the date of the Option Holder’s termination
of services because of Disability.


 


(iii)          If the Option Holder dies during the Option Period
while still performing services for the Company or within the one year period
referred to in (ii) above or the three-month period referred to in
(iv) below, the Option may be exercised by those entitled to do so under
the Option Holder’s will or by the laws of descent and distribution within one
year following the Option Holder’s death, (provided that such exercise must
occur within the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the shares as to which the Option had become
exercisable on or before the date of the Option Holder’s death.


 


(iv)          If the services of the Option Holder are
terminated (which for this purpose means that the Option Holder is no longer
employed by the Company or performing services for the Company) by the Company
within the Option Period for any reason other than cause, Disability, or death,
the Option may be exercised by the Option Holder within three months following
the date of such termination (provided that such exercise must occur within the
Option Period), but not thereafter. In any such case, the Option may be
exercised only as to the shares as to which the Option had become exercisable
on or before the date of termination of services.


 


9





















 


(e)           Transferability. Each
Option shall not be transferable by the Option Holder except by will or
pursuant to the laws of descent and distribution. Each Option is exercisable
during the Option Holder’s lifetime only by him or her, or in the event of
Disability or incapacity, by his or her guardian or legal representative. The
Committee may, however, provide at the time of grant or thereafter that the
Option Holder may transfer a Non-Qualified Option to a member of the Option
Holder’s immediate family, a trust of which members of the Option Holder’s
immediate family are the only beneficiaries, or a partnership of which members
of the Option Holder’s immediate family or trusts for the sole benefit of the
Option Holder’s immediate family are the only partners. Immediate family means
the Option Holder’s spouse, issue (by birth or adoption), parents,
grandparents, and siblings (including half brothers and sisters and adopted
siblings). During the Option Holder’s lifetime the Option Holder may not
transfer an Incentive Option under any circumstances.


 


(f)            Consideration for Grant of Option. Each Option Holder agrees to remain in the
employment of the Company or to continue providing consulting services to the
Company, as the case may be, at the pleasure of the Company, for a continuous
period of at least one year after the date the Option is granted, at the rate
of compensation in effect on the date of such agreement or at such changed rate
as may be fixed, from time to time, by the Company. Nothing in this paragraph
shall limit or impair the Company’s right to terminate the employment of any
employee or to terminate the consulting services of any consultant.


 


(g)           Exercise, Payments, Etc.


 


(i)            Manner of Exercise. The method for exercising each Option granted
hereunder shall be by delivery to Qwest of written notice specifying the number
of Shares with respect to which such Option is exercised. The purchase of such
Shares shall take place at the principal offices of Qwest within thirty days
following delivery of such notice, at which time the Option Price of the Shares
shall be paid in full by any of the methods set forth below or a combination
thereof. Except as set forth in the next sentence, the Option shall be exercised
when the Option Price for the number of shares as to which the Option is
exercised is paid to Qwest in full. If the Option Price is paid by means of a
broker’s loan transaction described in subsection 7.2(g)(ii)(D), in whole or in
part, the closing of the purchase of the Stock under the Option shall take
place (and the Option shall be treated as exercised) on the date on which, and
only if, the sale of Stock upon which the broker’s loan was based has been
closed and settled, unless the Option Holder makes an irrevocable written
election, at the time of exercise of the Option, to have the exercise treated
as fully effective for all purposes upon receipt of the Option Price by Qwest
regardless of whether or not the sale of the Stock by the broker is closed and
settled. A properly executed certificate or certificates representing the
Shares shall be delivered to or at the direction of the Option Holder upon
payment therefor. If Options on less than all shares evidenced by an Option
Certificate are exercised, Qwest shall deliver a new Option Certificate
evidencing the Option on the remaining shares upon delivery of the Option
Certificate for the Option being exercised.


 


(ii)           The exercise price shall be paid by any of the
following methods or any combination of the following methods at the election
of the Option Holder, or by any other method approved by the Committee upon the
request of the Option Holder:


 


(A)          in cash;


 


(B)           by certified check, cashier’s check or other check
acceptable to the Company, payable to the order of Qwest;


 


10





















 


(C)           by delivery to Qwest of certificates representing
the number of shares then owned by the Option Holder, the Fair Market Value of
which equals the purchase price of the Stock purchased pursuant to the Option,
properly endorsed for transfer to Qwest; provided however, that no Option may
be exercised by delivery to Qwest of certificates representing Stock, unless
such Stock has been held by the Option Holder for more than six months; for
purposes of this Plan, the Fair Market Value of any shares of Stock delivered
in payment of the purchase price upon exercise of the Option shall be the Fair
Market Value as of the exercise date; the exercise date shall be the day of
delivery of the certificates for the Stock used as payment of the Option Price;
or


 


(D)          by delivery to Qwest of a properly executed notice
of exercise together with irrevocable instructions to a broker to deliver to
Qwest promptly the amount of the proceeds of the sale of all or a portion of
the Stock or of a loan from the broker to the Option Holder required to pay the
Option Price.


 


(h)           Date of Grant. An
Option shall be considered as having been granted on the date specified in the
grant resolution of the Committee.


 


(i)            Withholding.


 


(i)            Non-Qualified Options. Upon exercise of an Option, the Option Holder
shall make appropriate arrangements with the Company to provide for the amount
of additional withholding required by Sections 3102 and 3402 of the Code and
applicable state income tax laws, including payment of such taxes through
delivery of shares of Stock or by withholding Stock to be issued under the
Option, as provided in Article XVII.


 


(ii)           Incentive Options. If an
Option Holder makes a disposition (as defined in Section 424(c) of the
Code) of any Stock acquired pursuant to the exercise of an Incentive Option
prior to the expiration of two years from the date on which the Incentive
Option was granted or prior to the expiration of one year from the date on
which the Option was exercised, the Option Holder shall send written notice to
the Company at the Company’s principal place of business of the date of such
disposition, the number of shares disposed of, the amount of proceeds received
from such disposition and any other information relating to such disposition as
the Company may reasonably request. The Option Holder shall, in the event of
such a disposition, make appropriate arrangements with the Company to provide
for the amount of additional withholding, if any, required by Sections 3102 and
3402 of the Code and applicable state income tax laws.


 


7.3           Restrictions on Incentive Options.


 


(a)           Initial Exercise. The
aggregate Fair Market Value of the Shares with respect to which Incentive
Options are exercisable for the first time by an Option Holder in any calendar
year, under the Plan or otherwise, shall not exceed $100,000. For this purpose,
the Fair Market Value of the Shares shall be determined as of the date of grant
of the Option.


 


(b)           Ten Percent Stockholders. Incentive Options granted to an Option Holder who is the holder of
record of 10% or more of the outstanding Stock of Qwest shall have an Option
Price equal to 110% of the Fair Market Value of the Shares on the date of grant
of the Option and the Option Period for any such Option shall not exceed five
years.


 


7.4           Shareholder Privileges.
No Option Holder shall have any rights as a shareholder with respect to any
shares of Stock covered by an Option until the Option Holder becomes the holder
of record of such Stock, and no adjustments shall be made for dividends or
other distributions or other rights as to which there is a record date
preceding the date such Option Holder becomes the holder of record of such
Stock, except as provided in Article IV.


 


11





















 


ARTICLE VIII


 


RESTRICTED STOCK AWARDS


 


8.1           Grant of Restricted Stock Awards. Coincident with or following designation for participation in the Plan,
the Committee may grant a Participant one or more Restricted Stock Awards consisting
of Shares of Stock. The number of Shares granted as a Restricted Stock Award
shall be determined by the Committee.


 


8.2           Restrictions. A
Participant’s right to retain a Restricted Stock Award granted to him under
Section 8.1 shall be subject to such restrictions, including but not
limited to his continuous employment by or performance of services for the
Company for a restriction period specified by the Committee or the attainment
of specified performance goals and objectives, as may be established by the
Committee with respect to such Award. The Committee may in its sole discretion
require different periods of service or different performance goals and
objectives with respect to different Participants, to different Restricted
Stock Awards or to separate, designated portions of the Shares constituting a
Restricted Stock Award. In the event of the death or Disability of a
Participant, or the retirement of a Participant in accordance with the Company’s
established retirement policy, all required periods of service and other
restrictions applicable to Restricted Stock Awards then held by him shall lapse
with respect to a pro rata part
of each such Award based on the ratio between the number of full months of
employment or services completed at the time of termination of services from
the grant of each Award to the total number of months of employment or
continued services required for such Award to be fully nonforfeitable, and such
portion of each such Award shall become fully nonforfeitable. The remaining
portion of each such Award shall be forfeited and shall be immediately returned
to Qwest. If a Participant’s employment or consulting services terminate for
any other reason, any Restricted Stock Awards as to which the period for which
services are required or other restrictions have not been satisfied (or waived
or accelerated as provided herein) shall be forfeited, and all shares of Stock
related thereto shall be immediately returned to Qwest.


 


8.3           Privileges of a Stockholder, Transferability. A Participant shall have all voting, dividend,
liquidation and other rights with respect to Stock in accordance with its terms
received by him as a Restricted Stock Award under this Article VIII upon
his becoming the holder of record of such Stock; provided, however, that the
Participant’s right to sell, encumber, or otherwise transfer such Stock shall
be subject to the limitations of Section 13.2.


 


8.4           Enforcement of Restrictions. The Committee shall cause a legend to be placed on the Stock
certificates issued pursuant to each Restricted Stock Award referring to the
restrictions provided by Sections 8.2 and 8.3 and, in addition, may in its sole
discretion require one or more of the following methods of enforcing the
restrictions referred to in Sections 8.2 and 8.3:


 


(a)           Requiring the Participant to keep the Stock
certificates, duly endorsed, in the custody of Qwest while the restrictions
remain in effect; or


 


(b)           Requiring that the Stock certificates, duly
endorsed, be held in the custody of a third party while the restrictions remain
in effect.


 


ARTICLE IX


 


STOCK UNITS


 


A Participant may be granted a number of Stock Units determined by the
Committee. The number of Stock Units, the goals and objectives to be satisfied
with respect to each grant of Stock Units, the time and manner of payment for
each Stock Unit, and the other terms and conditions applicable to a grant of
Stock Units shall be determined by the Committee.


 


12





















 


ARTICLE X


 


STOCK APPRECIATION RIGHTS


 


10.1         Persons Eligible. The
Committee, in its sole discretion, may grant Stock Appreciation Rights to
Eligible Employees or Eligible Consultants.


 


10.2         Terms of Grant. The
Committee shall determine at the time of the grant of a Stock Appreciation
Right the time period during which the Stock Appreciation Right may be
exercised and any other terms that shall apply to the Stock Appreciation Right.


 


10.3         Exercise. A Stock
Appreciation Right shall entitle a Participant to receive a number of shares of
Stock (without any payment to Qwest, except for applicable withholding taxes),
cash, or Stock and cash, as determined by the Committee in accordance with
Section 10.4 below. If a Stock Appreciation Right is issued in tandem with
an Option, except as may otherwise be provided by the Committee, the Stock
Appreciation Right shall be exercisable during the period that its related
Option is exercisable. A Participant desiring to exercise a Stock Appreciation
Right shall give written notice of such exercise to Qwest, which notice shall
state the proportion of Stock and cash that the Participant desires to receive
pursuant to the Stock Appreciation Right exercised. Upon receipt of the notice
from the Participant, Qwest shall deliver to the person entitled thereto
(i) a certificate or certificates for Stock and/or (ii) a cash
payment, in accordance with Section 10.4 below. The date Qwest receives
written notice of such exercise hereunder is referred to in this Article X
as the “exercise date”. The delivery of Stock or cash received pursuant to such
exercise shall take place at the principal offices of Qwest within 30 days
following delivery of such notice.


 


10.4         Number of Shares or Amount of Cash. Subject to the discretion of the Committee to
substitute cash for Stock, or Stock for cash, the number of Shares that may be
issued pursuant to the exercise of a Stock Appreciation Right shall be
determined by dividing: (a) the total number of Shares of Stock as to
which the Stock Appreciation Right is exercised, multiplied by the amount by
which the Fair Market Value of one share of Stock on the exercise date exceeds
the Fair Market Value of one Share of Stock on the date of grant of one Share
of Stock Appreciation Right, by (b) the Fair Market Value of one Share of
Stock on the exercise date; provided, however, that fractional shares shall not
be issued and in lieu thereof, a cash adjustment shall be paid. In lieu of
issuing Stock upon the exercise of a Stock Appreciation Right, the Committee in
its sole discretion may elect to pay the cash equivalent of the Fair Market
Value of the Stock on the exercise date for any or all of the Shares of Stock
that would otherwise be issuable upon exercise of the Stock Appreciation Right.


 


10.5         Effect of Exercise. If
a Stock Appreciation Right is issued in tandem with an Option, the exercise of
the Stock Appreciation Right or the related Option will result in an equal
reduction in the number of corresponding Options or Stock Appreciation Rights
that were granted in tandem with such Stock Appreciation Rights and Options.


 


10.6         Termination of Services.
Upon the termination of the services of a Participant, any Stock Appreciation
Rights then held by such Participant shall be exercisable within the time
periods, and upon the same conditions with respect to the reasons for
termination of services, as are specified in Section 7.2(d) with respect
to Options.


 


ARTICLE XI


 


STOCK BONUSES


 


The Committee may award Stock Bonuses to such Participants, subject to
such conditions and restrictions, as it determines in its sole discretion.
Stock Bonuses may be either outright grants of Stock, or may be grants of Stock
subject to and conditioned upon certain employment or performance related
goals.


 


13





















 


ARTICLE XII


 


OTHER COMMON STOCK GRANTS


 


From time to time during the duration of this Plan, the Board may, in
its sole discretion, adopt one or more incentive compensation arrangements for
Participants pursuant to which the Participants may acquire shares of Stock,
whether by purchase, outright grant, or otherwise. Any such arrangements shall
be subject to the general provisions of this Plan and all shares of Stock
issued pursuant to such arrangements shall be issued under this Plan.


 


ARTICLE XIII


 


RIGHTS OF PARTICIPANTS


 


13.1         Service. Nothing
contained in the Plan or in any Option, or other Award granted under the Plan
shall confer upon any Participant any right with respect to the continuation of
his employment by, or consulting relationship with, the Company, or interfere
in any way with the right of the Company, subject to the terms of any separate
employment agreement or other contract to the contrary, at any time to
terminate such services or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Award.
Whether an authorized leave of absence, or absence in military or government
service, shall constitute a termination of service shall be determined by the
Committee at the time.


 


13.2         Nontransferability.
Except as provided otherwise at the time of grant or thereafter, no right or
interest of any Participant in an Option, a Stock Appreciation Right, a
Restricted Stock Award (prior to the completion of the restriction period
applicable thereto), a Stock Unit, or other Award granted pursuant to the Plan,
shall be assignable or transferable during the lifetime of the Participant,
either voluntarily or involuntarily, or subjected to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy, garnishment,
attachment, pledge or bankruptcy. In the event of a Participant’s death, a
Participant’s rights and interests in Options, Stock Appreciation Rights,
Restricted Stock Awards, other Awards, and Stock Units shall, to the extent
provided in Articles VII, VIII, IX, X and XI, be transferable by will or the
laws of descent and distribution, and payment of any amounts due under the Plan
shall be made to, and exercise of any Options may be made by, the Participant’s
legal representatives, heirs or legatees. Notwithstanding the foregoing, the
Option Holder may not transfer an Incentive Option during the Option Holder’s
lifetime. If in the opinion of the Committee a person entitled to payments or
to exercise rights with respect to the Plan is disabled from caring for his
affairs because of mental condition, physical condition or age, payment due
such person may be made to, and such rights shall be exercised by, such person’s
guardian, conservator or other legal personal representative upon furnishing
the Committee with evidence satisfactory to the Committee of such status.


 


13.3         No Plan Funding.
Obligations to Participants under the Plan will not be funded, trusteed,
insured or secured in any manner. The Participants under the Plan shall have no
security interest in any assets of the Company, and shall be only general
creditors of the Company.


 


14





















 


ARTICLE XIV


 


GENERAL RESTRICTIONS


 


14.1         Investment Representations. Qwest may require any person to whom an Option, Stock Appreciation
Right, Restricted Stock Award, Stock Unit, or Stock Bonus is granted, as a
condition of exercising such Option or Stock Appreciation Right, or receiving
such Restricted Stock Award, Stock Unit, or Stock Bonus, to give written
assurances in substance and form satisfactory to Qwest and its counsel to the
effect that such person is acquiring the Stock for his own account for
investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as Qwest deems necessary or
appropriate in order to comply with Federal and applicable state securities
laws. Legends evidencing such restrictions may be placed on the Stock
certificates.


 


14.2         Compliance with Securities Laws. Each Option, Stock Appreciation Right, Restricted Stock Award, Stock
Unit, and Stock Bonus grant shall be subject to the requirement that, if at any
time counsel to Qwest shall determine that the listing, registration or
qualification of the shares subject to such Option, Stock Appreciation Right,
Restricted Stock Award, Stock Unit, or Stock Bonus grant upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such Option,
Stock Appreciation Right, Restricted Stock Award, Stock Unit or Stock Bonus
grant may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require Qwest to apply for or to obtain such listing, registration or
qualification.


 


14.3         Changes in Accounting Rules. Except as provided otherwise at the time an Award is granted,
notwithstanding any other provision of the Plan to the contrary, if, during the
term of the Plan, any changes in the financial or tax accounting rules
applicable to Options, Stock Appreciation Rights, Restricted Stock Awards,
Stock Units or other Awards shall occur which, in the sole judgment of the
Committee, may have a material adverse effect on the reported earnings, assets
or liabilities of Qwest, the Committee shall have the right and power to modify
as necessary, any then outstanding and unexercised Options, Stock Appreciation
Rights, outstanding Restricted Stock Awards, outstanding Stock Units and other
outstanding Awards as to which the applicable services or other restrictions
have not been satisfied.


 


ARTICLE XV


 


OTHER EMPLOYEE BENEFITS


 


The amount of any compensation deemed to be received by a Participant
as a result of the exercise of an Option or Stock Appreciation Right, the sale
of shares received upon such exercise, the vesting of any Restricted Stock
Award, receipt of Stock Bonuses, distributions with respect to Stock Units, or
the grant of Stock shall not constitute “earnings” or “compensation” with
respect to which any other employee benefits of such employee are determined,
including without limitation benefits under any pension, profit sharing,
401(k), life insurance or salary continuation plan.


 


ARTICLE XVI


 


PLAN AMENDMENT, MODIFICATION AND TERMINATION


 


The Board may at any time terminate, and from time to time may amend or
modify the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the shareholders
if shareholder approval is required to enable the Plan to satisfy any
applicable statutory or regulatory requirements, or if Qwest, on the advice of
counsel, determines that shareholder approval is otherwise necessary or
desirable.


 


15





















 


No amendment, modification or termination of the Plan shall in any
manner adversely affect any Options, Stock Appreciation Rights, Restricted
Stock Awards, Stock Units, Stock Bonuses or other Award theretofore granted
under the Plan, without the consent of the Participant holding such Options,
Stock Appreciation Rights, Restricted Stock Awards, Stock Units, Stock Bonuses
or other Awards.


 


ARTICLE XVII


 


WITHHOLDING


 


17.1         Withholding Requirement.
Qwest’s obligations to deliver shares of Stock upon the exercise of any Option,
or Stock Appreciation Right, the vesting of any Restricted Stock Award, payment
with respect to Stock Units, or the grant of Stock shall be subject to the
Participant’s satisfaction of all applicable federal, state and local income
and other tax withholding requirements.


 


17.2         Withholding With Stock.
At the time the Committee grants an Option, Stock Appreciation Right,
Restricted Stock Award, Stock Unit, Stock Bonus, other Award, or Stock or at
any time thereafter, it may, in its sole discretion, grant the Participant an
election to pay all such amounts of tax withholding, or any part thereof, by
electing (a) to have Qwest withhold from shares otherwise issuable to the
Participant, shares of Stock having a value equal to the amount required to be
withheld or such lesser amount as may be elected by the Participant; provided
however, that the amount of Stock so withheld shall not exceed the minimum
amount required to be withheld under the method of withholding that results in
the smallest amount of withholding, or (b) to transfer to Qwest a number
of shares of Stock that were acquired by the Participant more than six months
prior to the transfer to Qwest and that have a value equal to the amount
required to be withheld or such lesser amount as may be elected by the
Participant. All elections shall be subject to the approval or disapproval of
the Committee. The value of shares of Stock to be withheld shall be based on
the Fair Market Value of the Stock on the date that the amount of tax to be
withheld is to be determined (the “Tax Date”). Any such elections by
Participants to have shares of Stock withheld for this purpose will be subject
to the following restrictions:


 


(a)           All elections must be made prior to the Tax Date.


 


(b)           All elections shall be irrevocable.


 


(c)           If the Participant is an officer or director of
Qwest within the meaning of Section 16 of the 1934 Act (“Section 16”),
the Participant must satisfy the requirements of such Section 16 and any
applicable Rules thereunder with respect to the use of Stock to satisfy such
tax withholding obligation.


 


ARTICLE XVIII


 


REQUIREMENTS OF LAW


 


18.1         Requirements of Law.
The issuance of Stock and the payment of cash pursuant to the Plan shall be
subject to all applicable laws, rules and regulations.


 


18.2         Federal Securities Law Requirements. If a Participant is an officer or director of
Qwest within the meaning of Section 16, Awards granted hereunder shall be
subject to all conditions required under Rule 16b-3, or any successor rule
promulgated under the 1934 Act, to qualify the Award for any exception from the
provisions of Section 16(b) of the 1934 Act available under that Rule.
Such conditions shall be set forth in the agreement with the Participant which
describes the Award or other document evidencing or accompanying the Award.


 


18.3         Governing Law. The
Plan and all agreements hereunder shall be construed in accordance with and
governed by the laws of the State of Delaware.


 


16





















 


ARTICLE XIX


 


DURATION OF THE PLAN


 


Unless sooner terminated by the Board of Directors, the Plan shall
terminate at the close of business on June 22, 2007, and no Option, Stock
Appreciation Right, Restricted Stock Award, Stock Unit, Stock Bonus, other
Award or Stock shall be granted, or offer to purchase Stock made, after such
termination. Options, Stock Appreciation Rights, Restricted Stock Awards, other
Awards, and Stock Units outstanding at the time of the Plan termination may
continue to be exercised, or become free of restrictions, or paid, in
accordance with their terms.


 


Dated:
October 4, 2000


 


	
   

  	
  QWEST COMMUNICATIONS
  INTERNATIONAL INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Drake S. Tempest

  	
   

  
	
   

  	
   

  	
  Executive Vice President,
  General Counsel, and Chief

  
	
   

  	
   

  	
  Administrative Officer

  



 


17





















 


FORM OF


NON-QUALIFIED STOCK OPTION AGREEMENT


 


This
Option Agreement (the “Agreement”) is made as of the              day of                         , 200X, between Qwest
Communications International Inc., a Delaware Corporation (the “Company”),
and                          (the “Optionee”).


 


WHEREAS,
pursuant to the Qwest Communications International Inc. Equity Incentive
Plan (the “Plan”), the Company desires to afford the Optionee the opportunity
to purchase shares of Company Common Stock, par value $.01 per share (the “Common
Shares”).


 


NOW, THEREFORE,
in connection with the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.             DEFINITIONS: CONFLICTS.


 


Capitalized
terms used and not otherwise defined herein shall have the meanings given
thereto in the Plan. The terms and provisions of the Plan are incorporated
herein by reference. In the event of a conflict or inconsistency between the
terms and provisions of the Plan and the terms and provisions of this
Agreement, the terms and provisions of the Plan shall govern and control. In
the event of a conflict or inconsistency between the terms and conditions of
this Agreement and any agreement between Optionee and U S WEST, Inc.
and/or its subsidiaries, the terms and conditions of this Agreement shall
govern and control. In the event of a conflict or inconsistency between the
terms and conditions of this Agreement and any employment agreement between
Company and Optionee (other than an agreement between the Optionee and U S
WEST, Inc. and/or its subsidiaries), such employment agreement shall
govern.


 


2.             GRANT OF OPTIONS.


 


The
Company hereby grants to the Optionee the right and option (the “Option” or “Options”)
to purchase up to, but not exceeding in the aggregate,                          Common Shares, on the
terms and conditions herein set forth.


 


3.             PURCHASE PRICE.


 


The
purchase price of each Common Share covered by the Option shall be $             (the “Purchase Price”).


 


4.             TERM OF OPTIONS.


 


The term
of the Option shall be ten (10) years from the date hereof, subject to
earlier termination as provided in Sections 6 and 8 hereof.


 


5.             VESTING OF OPTIONS.


 


The
Option, subject to the terms, conditions and limitations contained herein,
shall vest and become exercisable with respect to the Common Shares in
installments of     % one year from the
date hereof and in additional installments of     % on each subsequent anniversary
thereafter; provided that with respect to each such installment, the Optionee
has remained in continuous employment with the Company from the date hereof
through the date such installment is designated to vest.


 


Notwithstanding
the vesting schedule set forth above, the Options will vest and become immediately
exercisable in the event of the Optionee’s death or Disability and under the
circumstances described in Section 7 below.


 


1





















 


6.             TERMINATION OF EMPLOYMENT.


 


(a)           Termination of Employment for Reasons other than
Death, Disability, Retirement or Cause. In the event the Optionee’s employment with the Company terminates for
reasons other than Optionee’s death, Disability, Retirement or Cause, the
Option shall remain exercisable for a period of up to three months after
Optionee’s termination of employment (but not beyond the term of the Option),
to the extent vested and exercisable at the time of Optionee’s termination of
employment.


 


(b)           Termination of Employment Because Optionee Dies,
Becomes Disabled or Retires. In
the event Optionee’s employment with the Company terminates because Optionee
dies, becomes Disabled or Retires, the Option shall remain exercisable for two
years after Optionee’s termination of employment (but not beyond the term of
the Option), to the extent vested and exercisable at the time Optionee’s
employment terminated. For purposes of this Agreement, the terms “Disabled” and
“Disability” shall mean that, at the time of Optionee’s termination of
employment, Optionee is eligible for disability benefits under the Qwest
Disability Plan or the Modified Disability Pension Program under the Qwest
Pension Plan or any successor program, as such programs may be amended from
time to time. For purposes of this Agreement, the terms “Retire” and “Retirement”
shall meant that, at the time of Optionee’s termination of employment, Optionee
has one of the following age and service combinations:


 




	
  Retirement

  Age

  	
   

  	
  Term of Employment

  
	
  Any Age

  	
   

  	
  at least 30 years

  
	
  50-54

  	
   

  	
  at least 25 years

  
	
  55-59

  	
   

  	
  at least 20 years

  
	
  60-64

  	
   

  	
  at least 15 years

  
	
  65 and older

  	
   

  	
  at least 10 years

  






 


(c)           Termination of Employment for Cause. In the event Optionee’s employment with the
Company is terminated by the Company for Cause, the Option shall be forfeited
as of the date of such termination, whether or not otherwise vested or
exercisable on such date. For purposes of this Agreement, any one or more of
the following events shall constitute “Cause” (i) willful misconduct or
unlawful misconduct that results in injury to Qwest; (ii) conviction of
(or pleading nolo contendere to) (a) any misdemeanor involving moral
turpitude or fraudulent conduct or (b) any felony; (iii) willful
failure to perform Optionee’s duties; or (iv) willful violation of the
Qwest Code of Conduct or other Qwest policies resulting in injury to Qwest,
each as determined in the sole and absolute discretion of Qwest.


 


(d)           Unvested Options Forfeited Upon Termination of
Employment. Any portion of the
Option that has not vested as of the date Optionee’s employment terminates
shall be forfeited immediately upon termination of Optionee’s employment with
the Company, unless such termination occurs because Optionee dies or becomes
Disabled.


 


7.             CHANGE OF CONTROL.


 


In the
event there is a both a Change in Control, and a subsequent termination of
Optionee’s employment by the Company for a reason other than Cause in a
two-year period after the date of such Change of Control, the Option shall vest
in full and become immediately exercisable on the date of such termination, and
shall remain vested and exercisable during the remaining term thereof.


 


2





















 


8.             FORFEITURE OF OPTION.


 


(a)           Performance for Competitors. Notwithstanding any other provision of this
Agreement, Optionee shall immediately forfeit all rights under the Option, if,
during the one-year period beginning on the date of Optionee’s termination of
employment, Optionee is employed by, advises, represents or assists 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, and if the Committee, in its sole discretion,
determines that such actions by Optionee are detrimental to the Company.
Notwithstanding the foregoing, if Optionee is an attorney, Optionee may,
subject to the applicable rules of ethics and the nondisclosure 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.


 


(b)           Non-solicitation of Employees. Notwithstanding any other provision of this
Agreement, Optionee shall immediately forfeit all rights under the Option, if,
during the one-year period beginning on the date of Optionee’s termination or
employment, Optionee induces any employee of Qwest to leave Qwest’s employment,
and if the Committee, in its sole discretion, determines that such actions by
Optionee are detrimental to the Company.


 


(c)           Nondisclosure. Optionee will not disclose outside of the Company or to any person
within the Company who does not have a legitimate business need to know, any
Confidential Information (as defined below) during Optionee’s employment with
the Company. Optionee will not disclose to anyone or make any use of any
Confidential Information of the Company after Optionee’s employment with the
Company ends for any reason, except as required by law after timely notice is
given by Optionee to the Company. This agreement not to disclose or use
Confidential Information means, among other things, that Optionee, for a period
of two years beginning on the effective date of the termination of Optionee’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 Optionee to
disclose or use Confidential Information. Optionee 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 the Company. Moreover, during
Optionee’s employment with the Company, Optionee shall not disclose or use for
the benefit of the Company, himself or any other person or entity any
confidential or trade secret information belonging to any former employer or
other person or entity to which Optionee owes a duty of confidence or
nondisclosure of such information. If a court determines that this provision is
too broad, Optionee 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 the Company, 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 the Company’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 Optionee of any
obligations Optionee has to the Company under law. If Optionee fails to comply
with the provisions of this paragraph, Optionee shall immediately forfeit all
rights under the Option. Nothing in this paragraph shall prevent or limit
Optionee’s ability to provide truthful responses to legitimate inquiries from
governmental agencies.


 


3





















 


(d)           Post-termination finding of Cause. Notwithstanding any other provision of this
Agreement, Optionee shall immediately forfeit all rights under the Option and
shall repay to Company all proceeds from the exercise of this Option occurring
after Optionee’s termination of employment, if, within the one-year period
beginning on Optionee’s termination date, the Committee determines that
Optionee, while employed by Company, engaged in conduct constituting Cause.
This provision shall not be effective after a Change in Control.


 


9.             TRANSFERABILITY OF OPTION.


 


Except to
the extent permitted by the Committee in accordance with the provisions of the
Plan, the Optionee may not voluntarily or involuntarily pledge, hypothecate,
assign, sell or otherwise transfer the Option except by will or the laws of
descent and distribution, and during the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee.


 


10.          NO RIGHTS AS A SHAREHOLDER.


 


The
Optionee shall have no rights as a shareholder with respect to any Common
Shares until the date of issuance to the Optionee of a certificate evidencing
such Common Shares. No adjustments, other than as provided in Article IV
of the Plan, shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions for which the record date
is prior to the date the certificate for such Common Shares is issued.


 


11.          REGISTRATION: GOVERNMENTAL APPROVAL.


 


The Option
granted hereunder is subject to the requirement that, if at any time the
Committee determines, in its discretion, that the listing, registration, or
qualifications of Common Shares issuable upon exercise of the Option is
required by any securities exchange or under any state or Federal law, rule or
regulation, or the consent or approval of any governmental regulatory body or
other person is necessary or desirable as a condition of, or in connection
with, the issuance of Common Shares, no Common Shares shall be issued, in whole
or in part, unless such listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions or with such
conditions as are acceptable to the Committee.


 


12.          METHOD OF EXERCISING OPTION.


 


Subject to
the terms and conditions of this Agreement, the Option may be exercised by
contacting the stock broker designated by the Company from time to time and
following such broker’s instructions. Alternatively, if Optionee wishes to use
his or her personal stock broker, Optionee may provide written notice to the
Company, Attention: Manager, Stock Administration. Such notice shall state the
election to exercise the Option and the number of Common Shares in respect of
which the Option is being exercised, shall be signed by the person or persons
so exercising the Option and shall be accompanied by payment in full of the
Purchase Price for such Common shares.


 


4





















 


Payment of
such Purchase Price shall be made in United States dollars by certified check
or bank cashier’s check payable to the order of the Company or by wire transfer
to such account as may be specified by the Company for this purpose. Subject to
such procedures and rules as may be adopted from time to time by the Committee,
the Optionee may also pay such Purchase Price by (i) tendering to the
Company Common Shares with an aggregate Fair Market Value on the date of
exercise equal to such Purchase Price provided that such Common Shares must
have been held by the Optionee for more than six (6) months,
(ii) delivery to the Company of a copy of irrevocable instructions to a
stockbroker to sell Common Shares or to authorize a loan from the stockbroker
to the Optionee and to deliver promptly to the Company an amount sufficient to
pay such Purchase Price, or (iii) any combination of the methods of
payment described in clauses (i) and (ii) and in the preceding
sentence. The certificate for Common Shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Option. All Common Shares purchased upon the exercise of the
Option as provided herein shall be fully paid and non-assessable.


 


13.          INCOME TAX WITHHOLDING.


 


The
Company may make such provisions and take such steps as it may deem reasonably
necessary or appropriate for the withholding of all federal, state, local and
other taxes required by law to be withheld with respect to the exercise of the
Option and the issuance of the Common Shares, including, but not limited to,
deducting the amount of any such withholding taxes from any other amount then
or thereafter payable to the Optionee, or requiring the Optionee, or the
beneficiary or legal representative of the Optionee, to pay to the Company the
amount required to be withheld or to execute such documents as the Company
deems necessary or desirable to enable it to satisfy its withholding
obligations.


 


14.          COMMITTEE DISCRETION.


 


Any
decision, interpretation or other action made or taken in good faith by the
Committee arising out of or in connection with this Agreement, the Plan or the
Option shall be final, binding and conclusive on the Company, Optionee and any
respective heir, executor, administrator, successor or assign.


 


15.          NON-QUALIFIED STOCK OPTION.


 


The Option
granted hereunder is not intended to be an “incentive stock option” within the
meaning of Section 422 of the Code.


 


16.          WAIVER OF RIGHT TO JURY.


 


By signing
this Agreement, Optionee voluntarily, knowingly and intelligently waives any
right he or she may have to a jury trial for all claims relating to this Agreement
and any other claim relating to Optionee’s employment with Company. The Company
also hereby voluntarily, knowingly, and intelligently waives any right it might
otherwise have to a jury trial for all claims relating to this Agreement and
any other claim relating to Optionee’s employment with the Company.


 


17.          GOVERNING LAW.


 


This
Agreement shall be construed and interpreted in accordance with the laws of the
State of Delaware, without regard to the conflict of laws provisions of any
state. Any action to enforce this Agreement shall be brought in Colorado state
or federal district court and the parties waive any objection to the
jurisdiction or venue of such courts.


 


18.          HEADINGS.


 


Headings
are for the convenience of the parties and are not deemed to be part of this
Agreement.


 


5





















 


19.          EXECUTION.


 


This
Agreement is voidable by the Company if the Optionee does not execute the
Agreement within 30 days of execution by the Company.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date and
year first written above.


 


	
   

  	
  QWEST COMMUNICATIONS
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


6





















 


For Non-Employee Directors


 


FORM OF


NON-QUALIFIED STOCK OPTION AGREEMENT


 


This
Option Agreement (the “Agreement”) is made as of                         , between Qwest Communications
International Inc., a Delaware Corporation (the “Company”), and                          (the “Optionee”).


 


WHEREAS,
pursuant to the Qwest Communications International Inc. Equity Incentive
Plan, the Company desires to afford the Optionee the opportunity to purchase
shares of Common Stock, par value $.01 per share (the “Common Shares”), of the
Company.


 


NOW,
THEREFORE, in connection with the mutual covenants hereinafter set forth and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:


 


1.             DEFINITIONS: CONFLICTS.


 


Capitalized
terms used and not otherwise defined herein shall have the meanings given
thereto in the Plan. The terms and provisions of the Plan are incorporated
herein by reference. In the event of a conflict or inconsistency between the
terms and provisions of the Plan and the terms and provisions of this
Agreement, the terms and provisions of the Plan shall govern and control.


 


2.             GRANT OF OPTIONS.


 


The
Company hereby grants to the Optionee the right and option (the “Option” or “Options”)
to purchase up to, but not exceeding in the aggregate,                          Common Shares, on the
terms and conditions herein set forth.


 


3.             PURCHASE PRICE.


 


The
purchase price of each Common Share covered by the Option shall be $             (the “Purchase Price”).


 


4.             TERM OF OPTIONS.


 


The term
of the Option shall be ten (10) years from the date hereof, subject to
earlier termination as provided in Sections 6 and 7 hereof.


 


5.             VESTING OF OPTIONS.


 


The
Option, subject to the terms, conditions and limitations contained herein,
shall vest and become exercisable with respect to the Common Shares in
installments of 25% one year from the date hereof and in additional
installments of 25% on each subsequent anniversary thereafter; provided that,
with respect to each such installment, the Optionee has continuously remained a
member of the Board of Directors of the Company (the “Directorship”) from the
date hereof through the date such installment is designated to vest.


 


Notwithstanding
the vesting schedule set forth above, the Options will vest and become
immediately exercisable in the event of the Optionee’s death or Disability and
under the circumstances described in Section 7 below.


 


1





















 










[**Notwithstanding
anything to the contrary in any other agreement, plan or other document, the
Optionee agrees that no provision in any severance, separation, change of
control, retention, employment or other plan or agreement between the Optionee
and any of U S WEST, Inc. and its subsidiaries or of which the Optionee
was a beneficiary shall affect the terms of the Option granted hereunder.**]
NOTE: THIS PROVISION ONLY APPLIES TO THE FORMER U S WEST DIRECTORS.


 


6.             TERMINATION OF DIRECTORSHIP.


 


(a)           Except as set forth in the Plan, in the event the
Optionee’s Directorship is terminated for reasons other than due to death,
Disability, or cause, the Option shall remain exercisable for a period of up to
three months after such termination, to the extent exercisable at the time of
such termination. In the event the Optionee’s Directorship terminates by reason
of death or Disability, the Option shall vest in full in accordance with
Section 5 and shall remain exercisable for a period of up to twenty-four
(24) months after such termination. In the event the Optionee’s Directorship
is terminated for cause, the Option shall immediately lapse as of the date of
such termination whether or not exercisable on such date. Upon any termination
of the Optionee’s Directorship, the Option shall lapse as to any Common Shares
for which it has yet to become exercisable as of the date of such termination.


 


(b)           For purposes of this Agreement, “cause” shall have
the meaning set forth in the Company’s bylaws as in effect from time to time.


 


7.             CHANGE OF CONTROL


 


(a)           For purposes of this Agreement, “change in control”
shall have the meaning set forth in the Plan.


 


(b)           In the event there is a change in control, the
Option shall vest in full and become immediately exercisable on the date of
such change of control, and shall remain vested and exercisable during the
remaining term thereof.


 


8.             TRANSFERABILITY OF OPTION.


 


Except to
the extent permitted by the Committee in accordance with the provisions of the
Plan, the Optionee may not voluntarily or involuntarily pledge, hypothecate,
assign, sell or otherwise transfer the Option except by will or the laws of
descent and distribution, and during the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee.


 


9.             NO RIGHTS AS A SHAREHOLDER.


 


The
Optionee shall have no rights as a shareholder with respect to any Common
Shares until the date of issuance to the Optionee of a certificate evidencing
such Common Shares. No adjustments, other than as provided in Article IV
of the Plan, shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions for which the record date
is prior to the date the certificate for such Common Shares is issued.


 


2





















 


10.          REGISTRATION: GOVERNMENTAL APPROVAL.


 


The Option
granted hereunder is subject to the requirement that, if at any time the
Committee determines, in its discretion, that the listing, registration, or
qualifications of Common Shares issuable upon exercise of the Option is
required by any securities exchange or under any state or Federal law, rule or
regulation, or the consent or approval of any governmental regulatory body or
other person is necessary or desirable as a condition of, or in connection
with, the issuance of Common Shares, no Common Shares shall be issued, in whole
or in part, unless such listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions or with such
conditions as are acceptable to the Committee.


 


11.          METHOD OF EXERCISING OPTION.


 


Subject to
the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company, Attention: Manager, Stock Administration. Such
notice shall state the election to exercise the Option and the number of Common
Shares in respect of which the Option is being exercised, shall be signed by
the person or persons so exercising the Option and shall be accompanied by
payment in full of the Purchase Price for such Common shares.


 


Payment of
such Purchase Price shall be made in United States dollars by certified check
or bank cashier’s check payable to the order of the Company or by wire transfer
to such account as may be specified by the Company for this purpose. Subject to
such procedures and rules as may be adopted from time to time by the Committee,
the Optionee may also pay such Purchase Price by (i) tendering to the
Company Common Shares with an aggregate Fair Market Value on the date of
exercise equal to such Purchase Price provided that such Common Shares must
have been held by the Optionee for more than six (6) months,
(ii) delivery to the Company of a copy of irrevocable instructions to a
stockbroker to sell Common Shares or to authorize a loan from the stockbroker
to the Optionee and to deliver promptly to the Company an amount sufficient to
pay such Purchase Price, or (iii) any combination of the methods of
payment described in clauses (i) and (ii) and in the preceding
sentence. The certificate for Common Shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Option. All Common Shares purchased upon the exercise of the
Option as provided herein shall be fully paid and non-assessable.


 


12.          INCOME TAX WITHHOLDING.


 


The
Company may make such provisions and take such steps as it may deem necessary
or appropriate for the withholding of all federal, state, local and other taxes
required by law to be withheld with respect to the exercise of the Option and
the issuance of the Common Shares, including, but not limited to, deducting the
amount of any such withholding taxes from any other amount then or thereafter
payable to the Optionee, or requiring the Optionee, or the beneficiary or legal
representative of the Optionee, to pay to the Company the amount required to be
withheld or to execute such documents as the Company deems necessary or
desirable to enable it to satisfy its withholding obligations.


 


13.          NON-QUALIFIED STOCK OPTION.


 


The Option
granted hereunder is not intended to be an “incentive stock option” within the
meaning of Section 422 of the Code.


 


14.          BINDING EFFECT.


 


This
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


3





















 


15.          GOVERNING LAW.


 


This
Agreement shall be construed and interpreted in accordance with the laws of the
State of Delaware.


 


16.          HEADINGS.


 


Headings
are for the convenience of the parties and are not deemed to be part of this
Agreement.


 


17.          EXECUTION.


 


This
Agreement is voidable by the Company if the Optionee does not execute the
Agreement within 30 days of execution by the Company.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date and
year first written above.


 


	
   

  	
  QWEST COMMUNICATIONS
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


4





















 


Form agreement used prior to 3/2003


 


FORM OF


NON-QUALIFIED STOCK OPTION AGREEMENT


 


This
Option Agreement (the “Agreement”) is made as of the              day of                         , 200            , between Qwest Communications
International Inc., a Delaware Corporation (the “Company”), and (the “Optionee”).


 


WHEREAS,
pursuant to the Qwest Communications International Inc. Equity Incentive
Plan, the Company desires to afford the Optionee the opportunity to purchase
shares of Common Stock, par value $.01 per share (the “Common Shares”), of the
Company.


 


NOW,
THEREFORE, in connection with the mutual covenants hereinafter set forth and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:


 


1.             DEFINITIONS: CONFLICTS.


 


Capitalized
terms used and not otherwise defined herein shall have the meanings given
thereto in the Plan. The terms and provisions of the Plan are incorporated
herein by reference. In the event of a conflict or inconsistency between the
terms and provisions of the Plan and the terms and provisions of this
Agreement, the terms and provisions of the Plan shall govern and control.


 


2.             GRANT OF OPTIONS.


 


The
Company hereby grants to the Optionee the right and option (the “Option” or “Options”)
to purchase up to, but not exceeding in the aggregate,                          Common Shares, on the
terms and conditions herein set forth.


 


3.             PURCHASE PRICE.


 


The
purchase price of each Common Share covered by the Option shall be $            (the “Purchase Price”).


 


4.             TERM OF OPTIONS.


 


The term
of the Option shall be ten (10) years from the date hereof, subject to
earlier termination as provided in Sections 6 and 8 hereof.


 


5.             VESTING OF OPTIONS.


 


The
Option, subject to the terms, conditions and limitations contained herein,
shall vest and become exercisable with respect to the Common Shares in
installments of     % one year from the
date hereof and in additional installments of     % on each subsequent anniversary
thereafter; provided that, with respect to each such installment, the Optionee
has remained in continuous employment with the Company from the date hereof
through the date such installment is designated to vest.


 


Notwithstanding
the vesting schedule set forth above, the Options will vest and become
immediately exercisable in the event of the Optionee’s death or Disability and
under the circumstances described in Section 7 below.


 


[Notwithstanding
anything to the contrary in any other agreement, plan or other document, the
Optionee agrees that no provision in any severance, separation, change of
control, retention, employment or other plan or agreement between the Optionee
and any of U S WEST, Inc. and its subsidiaries or of which the Optionee
was a beneficiary shall affect the terms of the Option granted hereunder.]


 


1





















 


6.             TERMINATION OF EMPLOYMENT.


 


(a)           Except as set forth in the Plan, in the event the
Optionee’s employment with the Company is terminated for reasons other than due
to death, Disability, or cause, the Option shall remain exercisable for a
period of up to three months after cessation of employment, to the extent exercisable
at the time of cessation of employment. In the event the Optionee’s employment
with the Company terminates by reason of death or Disability, the Option shall
remain exercisable for a period of up to twenty-four (24) months after
cessation of employment, to the extent exercisable at the time of cessation of
employment. In the event the Optionee’s employment with the Company is
terminated by the Company for cause, the Option shall immediately lapse as of
the date of such termination whether or not exercisable on such date. Upon any
cessation of the Optionee’s employment with the Company, the Option shall lapse
as to any Common Shares for which it has yet to become exercisable as of the
date of cessation of employment.


 


(b)           For purposes of this Agreement, “cause” shall mean
willful misconduct, a willful failure to perform the Optionee’s duties,
insubordination, theft, dishonesty, conviction of a felony or any other willful
conduct that is materially detrimental to the Company or such other cause as the
Board of Directors of the Company in good faith reasonably determines provides
cause for the discharge of the Optionee.


 


9.             CHANGE OF CONTROL


 


(a)           For purposes of this Agreement, “change in control”
shall have the meaning set forth in the Plan.


 


(b)           In the event there is [both a change in control
and subsequent termination of the Optionee’s employment with the Company
(i) by the Company for reasons other than cause or (ii) by the
Optionee because of a material diminution of his duties and responsibilities,
in each case following] a change in control, the Option shall vest in full and
become immediately exercisable on the date of such termination, and shall
remain vested and exercisable during the remaining term thereof.


 


10.          FORFEITURE OF OPTION.


 


Notwithstanding
any other provision of this Agreement, if the Optionee engages in any activity
in competition with any activity of the Company, or otherwise contrary or
harmful to the interests of the Company, including but not limited to
(i) conduct related to the Optionee’s employment for which either criminal
or civil penalties against the Optionee may be sought, (ii) violation of
Company policies, including without limitation, the Company’s insider trading
policy, (iii) accepting employment with or serving as a consultant, or
advisor or in any other capacity to an employer that is in competition with or
acting against the interests of the Company, including employing or recruiting
any present, former or future employee of the Company, (iv) disclosing or misusing
any confidential information or material concerning the Company, or
(v) participating in a hostile takeover attempt, then this Option shall
become void, shall be forfeited and shall terminate effective the date on which
the Optionee enters into such activity, unless the Option was terminated sooner
by operation of another term or condition of this Agreement or the Plan.


 


9.             TRANSFERABILITY OF OPTION.


 


Except to
the extent permitted by the Committee in accordance with the provisions of the
Plan, the Optionee may not voluntarily or involuntarily pledge, hypothecate,
assign, sell or otherwise transfer the Option except by will or the laws of
descent and distribution, and during the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee.


 


2





















 


10.          NO RIGHTS AS A SHAREHOLDER.


 


The
Optionee shall have no rights as a shareholder with respect to any Common
Shares until the date of issuance to the Optionee of a certificate evidencing
such Common Shares. No adjustments, other than as provided in Article IV
of the Plan, shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions for which the record date
is prior to the date the certificate for such Common Shares is issued.


 


11.          REGISTRATION: GOVERNMENTAL APPROVAL.


 


The Option
granted hereunder is subject to the requirement that, if at any time the
Committee determines, in its discretion, that the listing, registration, or
qualifications of Common Shares issuable upon exercise of the Option is
required by any securities exchange or under any state or Federal law, rule or
regulation, or the consent or approval of any governmental regulatory body or
other person is necessary or desirable as a condition of, or in connection
with, the issuance of Common Shares, no Common Shares shall be issued, in whole
or in part, unless such listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions or with such conditions
as are acceptable to the Committee.


 


12.          METHOD OF EXERCISING OPTION.


 


Subject to
the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company, Attention: Manager, Stock Administration. Such
notice shall state the election to exercise the Option and the number of Common
Shares in respect of which the Option is being exercised, shall be signed by
the person or persons so exercising the Option and shall be accompanied by
payment in full of the Purchase Price for such Common shares.


 


Payment of
such Purchase Price shall be made in United States dollars by certified check
or bank cashier’s check payable to the order of the Company or by wire transfer
to such account as may be specified by the Company for this purpose. Subject to
such procedures and rules as may be adopted from time to time by the Committee,
the Optionee may also pay such Purchase Price by (i) tendering to the
Company Common Shares with an aggregate Fair Market Value on the date of
exercise equal to such Purchase Price provided that such Common Shares must
have been held by the Optionee for more than six (6) months,
(ii) delivery to the Company of a copy of irrevocable instructions to a
stockbroker to sell Common Shares or to authorize a loan from the stockbroker
to the Optionee and to deliver promptly to the Company an amount sufficient to
pay such Purchase Price, or (iii) any combination of the methods of
payment described in clauses (i) and (ii) and in the preceding
sentence. The certificate for Common Shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Option. All Common Shares purchased upon the exercise of the
Option as provided herein shall be fully paid and non-assessable.


 


13.          INCOME TAX WITHHOLDING.


 


The
Company may make such provisions and take such steps as it may deem necessary
or appropriate for the withholding of all federal, state, local and other taxes
required by law to be withheld with respect to the exercise of the Option and
the issuance of the Common Shares, including, but not limited to, deducting the
amount of any such withholding taxes from any other amount then or thereafter
payable to the Optionee, or requiring the Optionee, or the beneficiary or legal
representative of the Optionee, to pay to the Company the amount required to be
withheld or to execute such documents as the Company deems necessary or
desirable to enable it to satisfy its withholding obligations.


 


3





















 


14.          NON-QUALIFIED STOCK OPTION.


 


The Option
granted hereunder is not intended to be an “incentive stock option” within the
meaning of Section 422 of the Code.


 


15.          BINDING EFFECT.


 


This
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.


 


16.          GOVERNING LAW.


 


This
Agreement shall be construed and interpreted in accordance with the laws of the
State of Delaware.


 


17.          HEADINGS.


 


Headings
are for the convenience of the parties and are not deemed to be part of this
Agreement.


 


18.          EXECUTION.


 


This
Agreement is voidable by the Company if the Optionee does not execute the
Agreement within 30 days of execution by the Company.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date and
year first written above.


 


	
   

  	
  QWEST COMMUNICATIONS
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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RESTRICTED STOCK AGREEMENT


 


 


This Restricted Stock Agreement (“Agreement”) is made as of the
         day of
                ,
between Qwest Communications International Inc., a Delaware corporation (the
“Company”), and
                                        , (the “Grantee”).


 


WHEREAS, pursuant to the Qwest Communications International Inc. Equity
Incentive Plan (the “Plan”), the Company desires to grant shares of Common
Stock, par value $0.01 per share, of the Company (“Common Stock”) to the
Grantee subject to the restrictions and on the terms and conditions specified
below.


 


NOW THEREFORE, in connection with the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as follows:


 


1.                                      DEFINITIONS:  CONFLICTS.


 


Capitalized terms used and not otherwise defined herein shall have the
meanings given thereto in the Plan.  The
terms and provisions of the Plan are incorporated herein by reference.  Except as specifically otherwise provided
herein, in the event of a conflict or inconsistency between the terms and
provisions of the Plan and the terms and provisions of this Agreement, the
terms and provisions of the Plan shall govern and control.  In the event of a conflict or inconsistency
between the terms and conditions of this Agreement and any agreement between
Grantee and U S WEST, Inc. and/or its subsidiaries, the terms and
conditions of this Agreement shall govern and control.  In the event of a conflict or inconsistency
between the terms and conditions of this Agreement and any employment agreement
between Company and Grantee (other than an agreement between the Grantee and
U S WEST, Inc. and/or its subsidiaries), such employment
agreement shall govern.


 


2.                                      GRANT
OF RESTRICTED STOCK.


 


The Company hereby grants to the Grantee            shares (the “Shares”) of Common Stock (the “Restricted
Stock”), effective as of
              
(the “Transfer Date”), with a value of $          
per Share on the Transfer Date.  After
the Grantee becomes the holder of record with respect to the Stock, the Grantee
shall be treated as the beneficial owner of the Stock and shall have the right
to receive all amounts, including cash and property of any kind, distributed
with respect to the Stock.


 


3.                                      RESTRICTIONS.


 


The Grantee shall not sell, assign, transfer by gift or otherwise,
pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise,
any of the Shares for the period commencing on the Transfer Date and ending on
the Expiration Date (as defined in Section 4 below), except as otherwise
provided in Section 4 or Section 5 or as otherwise permitted by this
Agreement or the terms of the Plan.


 





















 


If any transfer of Shares is made or attempted to be made contrary to
the terms of this Agreement, the Company shall have the right to acquire for
its own account, without the payment of any consideration therefor, such Shares
from the owner thereof or his transferee, at any time before or after such
prohibited transfer.  In addition to any
other legal or equitable remedies it may have, the Company may enforce its
rights to specific performance to the extent permitted by law and may exercise
such other equitable remedies then available to it.  The Company may refuse for any purpose to
recognize any transferee who receives Shares contrary to the provisions of this
Agreement as a stockholder of the Company and may retain and/or recover all
dividends on such Shares that were paid or payable subsequent to the date on
which the prohibited transfer was made or attempted.


 


4.                                      VESTING;
LAPSE OF RESTRICTIONS.


 


Except as otherwise provided in this Agreement, the Shares of
Restricted Stock shall vest in installments if the Grantee has been employed
continuously by the Company from the Transfer Date through the dates specified
in the following schedule:


 


	
  Date

  	
   

  	
  Vested Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 


The Restricted Stock shall be fully vested and this Agreement shall
terminate on the last date set forth in the vesting schedule above (the
“Expiration Date”).  Shares that have
become vested and as to which the restrictions have lapsed shall be referred to
as Vested Shares.  Shares that have not
become vested and as to which the restrictions have not lapsed shall be
referred to as Unvested Shares.


 


Notwithstanding the vesting schedule set forth above, the Unvested
Shares will become Vested Shares in the event of the Grantee’s death or
Disability.


 


After the restrictions have lapsed, the Grantee may sell, assign,
transfer by gift or otherwise, hypothecate, or otherwise dispose of, by
operation of law or otherwise, any of the Vested Shares at the Grantee’s
discretion.


 


5.                                      CHANGE
OF CONTROL.


 


(a)                                  For purposes of this
Agreement, “change in control” shall have the meaning set forth in the Plan.


 


(b)                                 In the event there is
both a change in control and a subsequent termination by the Company of the
Grantee’s employment with the Company (i) by the Company for reasons other
than cause or (ii) by the Grantee because of a material diminution of his
duties and responsibilities, in each case following a change in control, all


 


2





















 


Unvested Shares shall vest in full and become Vested Shares on the date
of such termination.


 


(c)                                  For purposes of this
Agreement, “cause” shall mean willful misconduct, a willful failure to perform
the Grantee’s duties, insubordination, theft, dishonesty, conviction of a
felony or any other willful conduct that is materially detrimental to the
Company or such other cause as the Board of Directors of the Company in good
faith reasonably determines provides cause for the discharge of the Grantee.


 


6.                                      TERMINATION
OF EMPLOYMENT; FORFEITURE OF UNVESTED SHARES.


 


In the event the Grantee’s employment with the Company is terminated
for any reason other than due to death or Disability, all Unvested Shares shall
be forfeited and the Grantee shall immediately transfer and assign to the
Company, without the requirement of consideration, all Unvested Shares, which
shall promptly be tendered to the Company by the delivery of certificates, if
any, for such Unvested Shares, duly endorsed in blank by the Grantee or the
Grantee’s representative or with stock powers attached thereto duly endorsed,
at the Company’s principal offices, all in form suitable for the transfer of
such Shares to the Company without the payment of any consideration therefor by
the Company.  After the time at which any
such Shares are required to be delivered to the Company for transfer to the
Company, the Company shall not pay any dividend to the Grantee on account of
such Shares or permit the Grantee to exercise any of the privileges or rights
of a stockholder with respect to such Shares, but shall, in so far as permitted
by law, treat the Company as the owner of such Shares.


 


7.                                      ADJUSTMENT
OF THE SHARES.


 


Upon the occurrence of an event described in Article IV of the
Plan, the Shares shall be adjusted in accordance with Article IV.


 


8.                                      FORFEITURE
OF UNVESTED SHARES.


 


Notwithstanding any other provision of this Agreement, if the Grantee
engages in any activity in competition with any activity of the Company, or
otherwise contrary or harmful to the interests of the Company, including but
not limited to:


 


(i)                                     Conduct: 
Conduct related to the Grantee’s employment for which either criminal or
civil penalties against the Grantee may be sought,


 


(ii)                                  Violation of Company Policy:  Violating Company policies, including without
limitation, the Company’s insider trading policy,


 


(iii)                               Performance for Competitors:  Accepting employment with, advising,
representing or assisting 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, and if the Committee, in
its sole discretion,


 


3





















 


determines that such actions by Grantee are detrimental to the
Company.  Notwithstanding the foregoing,
if Grantee is an attorney, Grantee may, subject to the applicable rules of
ethics and the nondisclosure 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.


 


(iv)                              Non-solicitation of Employees:  Inducing any employee of Qwest to leave Qwest’s
employment, and if the Committee, in its sole discretion, determines that such
actions by Grantee are detrimental to the Company.


 


(v)                                 Nondisclosure:  Disclosing outside of the Company or to any
person within the Company who does not have a legitimate business need to know,
any Confidential Information (as defined below) during Grantee’s employment
with the Company.  Grantee will not
disclose to anyone or make any use of any Confidential Information of the
Company after Grantee’s employment with the Company ends for any reason, except
as required by law after timely notice is given by Grantee to the Company.  This agreement not to disclose or use
Confidential Information means, among other things, that Grantee, for a period
of two years beginning on the effective date of the termination of Grantee’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 Grantee to
disclose or use Confidential Information. 
Grantee 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 the Company.  Moreover, during
Grantee’s employment with the Company, Grantee shall not disclose or use for
the benefit of the Company, himself or any other person or entity any
confidential or trade secret information belonging to any former employer or
other person or entity to which Grantee owes a duty of confidence or
nondisclosure of such information.  If a
court determines that this provision is too broad, Grantee 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 the Company,
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 the Company’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 Grantee of
any obligations Grantee has to the Company under law.  If Grantee fails to comply with the
provisions of this paragraph, Grantee shall immediately forfeit all rights
under the Option.  Nothing in this
paragraph shall prevent or limit


 


4





















 


Grantee’s ability to provide truthful responses to legitimate inquiries
from governmental agencies.


 


(vi)                              Hostile Takover:  Participating in a hostile takeover attempt,


 


then this Agreement and all outstanding Unvested Shares shall become
null and void and shall be forfeited and this Agreement and all outstanding
Unvested Shares shall terminate effective the date on which the Grantee enters
into any of the following activity, unless the Agreement and outstanding Shares
were terminated sooner by operation of another term or condition of this
Agreement or the Plan.


 


9.                                      ENFORCEMENT OF RESTRICTIONS.


 


If a certificate or certificates representing Shares is issued, it
shall bear the following legend:


 


“The Shares of stock represented by this Certificate are subject to all
of the terms of a Restricted Stock Agreement between Qwest Communications
International Inc. and the registered owner of this Certificate (the
“Agreement”) and to the terms of the Qwest Communications International Inc.
Equity Incentive Plan.  Copies of the
Agreement and the Plan are on file at the office of the Company.  The Agreement, among other things, limits the
right of the Owner to transfer the Shares represented hereby and provide in
certain circumstances that all or a portion of the Shares must be returned to
the Company.”


 


The Company may, in its sole discretion, require the Grantee to keep
the certificate, if any, representing the Shares, duly endorsed, in the custody
of the Company while the Shares are subject to the restrictions contained in Section 2.  The Company may, in its sole discretion,
require that the certificate, if any, representing the Shares, duly endorsed,
be held in the custody of a third party while the Shares are subject to the
restrictions contained in Section 2.


 


10.                               TAX
WITHHOLDING.


 


Notwithstanding any Plan provision to the contrary, upon the vesting of
any portion of the Shares, the Company shall withhold from the Vested Shares a
number of Shares having a value equal to the minimum amount required to be
withheld under applicable federal, state and local income and other tax laws
(collectively, “Withholding Taxes”).  In
such case, the value of the Shares to be withheld shall be based on the Fair
Market Value (as defined in the Plan) of the Shares on the date the amount of
the Withholding Taxes is determined (the “Tax Date”).


 


11.                               BINDING
EFFECT.


 


This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.


 


5





















 


12.                               WAIVER
OF RIGHT TO JURY.


 


By signing this Agreement, Grantee voluntarily, knowingly and
intelligently waives any right he or she may have to a jury trial for all
claims relating to this Agreement and any other claim relating to Grantee’s
employment with Company.  The Company
also hereby voluntarily, knowingly, and intelligently waives any right it might
otherwise have to a jury trial for all claims relating to this Agreement and
any other claim relating to Grantee’s employment with the Company.


 


13.                               GOVERNING
LAW.


 


This Agreement shall be construed and interpreted in accordance with
the laws of the State of Delaware, without regard to the conflict of laws
provisions of any state.  Any action to
enforce this Agreement shall be brought in Colorado state or federal district
court and the parties waive any objection to the jurisdiction or venue of such
courts.


 


14.                               HEADINGS.


 


Headings are for the convenience of the parties and are not deemed to
be part of this Agreement.


 


15.                               EXECUTION.


 


This Agreement is voidable by the Company if the Grantee does not
execute the Agreement within thirty (30) days of execution by the Company.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates set forth opposite their signatures to be effective as of the date and
year first written above.


 


	
   

  	
   

  	
   

  	
  QWEST COMMUNICATIONS INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  GRANTEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 


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