Exhibit 10.4


 


AMENDMENT
TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amendment (the “Amendment”) to the
Amended and Restated Employment Agreement entered into August 19, 2004 between Oren
G. Shaffer (the “Executive”) and Qwest Services Corporation, a Colorado
corporation (the “Company”) (the “Employment Agreement”) is made and entered
into on October 21, 2005 between the Executive and the Company.


 


WITNESSETH
THAT:


 


WHEREAS, the parties previously entered into
the Employment Agreement pertaining to the employment of the Executive by the
Company; and


 


WHEREAS, the parties desire to amend the
Employment Agreement in certain respects as set forth herein;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth below, the Executive and Company
hereby amend the Employment Agreement as follows:


 


1.             Subparagraph 3(e) is hereby amended
in its entirety to provide as follows:


 


(e)  In the event that the Executive resigns from
the employ of the Company (other than pursuant to a Constructive Discharge or
by reason of a Disability) prior to January 1, 2007, or is terminated by the
Company for Cause, any vested option or unexercised portion thereof granted
under subparagraph (a) above may be exercised, to the extent such option would
have been exercisable by the Executive on the date on which the Executive
ceased to be an employee, within three months of such date, but in no event
later than the date of expiration of the term of the option.  In the event of a termination of the
Executive’s employment by the Company without Cause or by the Executive by
reason of a Constructive Discharge or in the event that the Company does not
renew this Agreement in accordance with the provisions of subparagraph 1, any
such vested option shall be exercisable for six (6) years following such date
of termination of employment, but in no event later than the expiration of the
term of the option.  In the event of
termination of employment due to the death or Disability of the Executive while
an employee of the Company or in the event of death within not more than three
months after the date on which the Executive ceases to be an employee, any such
option or unexercised portion thereof may be exercised, to the extent
exercisable at the date on which the Executive ceased to be an employee, by the
Executive or the Executive’s personal representatives, heirs or legatees at any
time prior to six (6) years after the date on which the Executive ceased to be
an employee, but in no event later than the date of the expiration of the term
of the option.  With respect to all
option grants except those awarded on March 4, 2005 (1,000,000 options with an
exercise price of $3.89), March 3, 2003 (650,000 options with an exercise price
of $3.44), and July 8, 2002 (2,000,000 options with an exercise price of
$2.10), in the event the Executive resigns or retires from the employ of the
Company after December 31, 2006 any such vested option shall be exercisable for
six (6) years following such date of termination of employment, but in no event
later than the expiration of the term of the option.


 





















 


2.             Subparagraph 3(h) is hereby amended
in its entirety to provide as follows:


 


“(h)         Executive has
received, and is eligible to receive, such additional options and restricted
stock grants under the Equity Incentive Plan as determined by the Compensation
and Human Resources Committee or its proper delegate.”


 


3.             The first clause of the third
sentence of paragraph 4(c) is hereby amended to provide as follows:


 


“Following
termination of employment of the Executive with the Company for any reason
other than Cause . . .”


 


4.             Paragraph 4(g) is hereby amended in
its entirety to provide as follows:


 


“Following
termination of employment of the Executive with the Company for any reason
other than cause, as defined in subparagraph 6(b), Company shall provide
Executive with, and shall pay the reasonable costs associated with, a private
office, an executive assistant, telephone services, and appropriate office and
computer equipment, for a period of five years from the date of Executive’s
termination of employment with the Company for any reason other than Cause.”


 


5.             The second sentence of the
introductory paragraph of paragraph 6 is hereby amended to provide as follows:


 


“Upon
termination of the Executive’s employment for any reason other than Cause or
upon non-renewal of this Agreement, Executive, or his estate,  shall receive an Annual Bonus at target for
the previous fiscal year, if such bonus has not already been paid to Executive,
, and any employee benefits to which the Executive is entitled by reason of his
employment shall be promptly paid to the Executive or his estate.”


 


6.             Subparagraph 6(a) is hereby deleted
in its entirety.


 


7.             Subparagraph 6(c) is hereby amended
in its entirety to provide as follows:


 


Termination
Without Cause, Upon Death or Disability or Upon Voluntary Resignation after
December 31, 2006. If the Company terminates the
Executive without Cause, or notifies the Executive of the non-renewal of this
Agreement in accordance with the provisions of subparagraph l(a), or if the
Executive’s employment is terminated by reason of death or by reason of
Executive’s Disability, or if the Executive’s employment terminates for any
reason (including the non-renewal of this Agreement) other than Cause or
Occurrence of a Change of Control in QCII pursuant to subparagraph 6(d)(vi), on
or after January 1, 2007, the Executive or, in the event of his death, his
estate, shall be entitled to a prompt lump sum cash payment equal to the sum of
(i) a prorata Annual Bonus payment for the year of termination based upon the
Executive’s target bonus for such year and (ii) the product of two (2) times
the sum of the Executive’s then current Base Salary and Annual Bonus at target.
For purposes of the preceding sentence, the Annual Bonus component shall be
based upon the target bonus for the year of termination. If such termination
without Cause or notice of non-renewal occurs within two (2) years after a


 


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Change in Control,
(A) the Executive’s pension benefits under subparagraph 4(e) above shall be
calculated as if the Executive had two additional years of service at his then
Base Salary and target Annual Bonus and were two years older, and (B) the lump
sum payment referred to in the first sentence of this section 6(c) shall be
equal to the sum of (1) a pro rata Annual Bonus payment for the year of
termination based upon the Executive’s target bonus for such year and (2) the
product of three (3) times the sum of the Executive’s then current Base Salary
and target Annual Bonus.   The Executive
or the Company shall be entitled to terminate the Executive’s employment
because of the Executive’s Disability during the Agreement Term. “Disability”
means that the Executive is disabled within the meaning of the Company’s
long-term disability policy or, if there is no such policy in effect, that (i)
the Executive has been substantially unable, for 120 business days within a
period of 180 consecutive business days, to perform the Executive’s duties
under this Agreement, as a result of physical or mental illness or injury, and
(ii) a physician selected by the Company or its insurers, and reasonably
acceptable to the Executive or the Executive’s legal representative, has
determined that the Executive is disabled. A termination of the Executive’s
employment by the Company for Disability shall be communicated to the Executive
by written notice, and shall be effective on the 30th day after
receipt of such notice by the Executive (the “Disability Effective Time”),
unless the Executive returns to full-time performance of the Executive’s duties
before the Disability Effective Time.


 


7.             Except as specifically set forth
above, the Employment Agreement remains in full force and effect.


 


IN WITNESS WHEREOF, the Executive has
hereunto set his hand, and the Company has caused this Amendment to be executed
in its name and on its behalf, all on the day and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  QWEST SERVICES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Oren G. Shaffer

  
					



 


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