Unassociated Document


    Exhibit 10.2(c)

     

     

    RESTRICTED STOCK
AGREEMENT
UNDER THE
2005 DIRECTORS STOCK PLAN
(May 8, 2009
Grants to the Four Departing Directors)

     

     

     

    This RESTRICTED STOCK AGREEMENT (this
“Agreement”) is made as of May 8, 2009, by and between CenturyTel, Inc.
(“CenturyTel”) and «Director_Name» (“Award Recipient”).

     

    WHEREAS, CenturyTel maintains the 2005 Directors
Stock Plan (the “Plan”), under which the Compensation Committee (the
“Committee”) of the Board of Directors of CenturyTel (the “Board”), may, among
other things, grant restricted shares of CenturyTel’s common stock, $1.00 par
value per share (the “Common Stock”), to outside directors of CenturyTel,
subject to such terms, conditions, or restrictions as it may deem appropriate;
and

     

    WHEREAS, pursuant to the Plan the Committee has
awarded to the Award Recipient restricted shares of Common Stock on the terms
and conditions specified below;

     

    NOW, THEREFORE, the parties agree as
follows:

     

     

    1.   AWARD OF SHARES

     

     

    Upon the terms and conditions of the Plan and
this Agreement, the Committee as of the date of this Agreement hereby awards to
the Award Recipient 3,676 restricted shares of Common Stock (the “Restricted
Stock”) that vest, subject to Sections 2, 3 and 4 hereof, in installments
as follows:

     


     

    
      	
              Scheduled Vesting
      Date

            	
              Number of Shares of
      Restricted Stock

            
	
              May 15, 2010

            	
              1,225

            
	
              May 15, 2011

            	
              1,225

            
	
              May 15, 2012

            	
              1,226

            


    

     

    
      2.   AWARD RESTRICTIONS

       

      Section 2.1     In addition
to the conditions and restrictions provided in the Plan, neither the shares of
Restricted Stock nor the right to vote the Restricted Stock, to receive
dividends thereon or to enjoy any other rights or interests thereunder or
hereunder may be sold, assigned, donated, transferred, exchanged, pledged,
hypothecated or otherwise encumbered prior to vesting.  Subject to the
restrictions on transfer provided in this Section 2.1, the Award Recipient
shall be entitled to all rights of a shareholder of CenturyTel with respect to
the Restricted Stock, including the right to vote the shares and receive all
dividends and other distributions declared thereon.

       

      Section 2.2     To the extent
the shares of Restricted Stock have not already vested in accordance with
Section 1 above, all of the shares of Restricted Stock shall vest and all
restrictions set forth in Section 2.1 shall lapse on the earlier
of:

       

      (a)        the
date on which the Award Recipient’s service on the Board terminates as a result
of (i) death, (ii) disability within the meaning of Section 22(e)(3) of the
Internal Revenue Code or (iii) the ineligibility to stand for re-election due to
CenturyTel’s mandatory retirement policy;

       

      (b)        the
date, if any, that the Committee elects, in its sole discretion, to accelerate
the vesting of such unvested Restricted Stock in the case of retirement from the
Board of an Award Recipient on or after attaining the age of 55 with at least
six full years of prior service on the Board; or

       

      (c)        the
occurrence of a Change of Control of CenturyTel, as described in
Section 11.12 of the Plan.

       

       


      3.   TERMINATION
OF BOARD SERVICE

       

      Except as otherwise provided
in Section 2.2 above, termination of the Award Recipient’s service on the
Board for any reason shall automatically result in the termination and
forfeiture of all unvested Restricted Stock.

       

       

       

      4.   FORFEITURE OF
AWARD

       

      Section
4.1     If, at any time during the Award Recipient’s tenure
as a director of the Company or within 18 months after termination of such
tenure, the Award Recipient engages in any activity in competition with any
activity of CenturyTel or its subsidiaries (collectively, the “Company”), or
inimical, contrary or harmful to the interests of the Company, including but not
limited to: (a) conduct relating to the Award Recipient’s service on the Board
for which either criminal or civil penalties against the Award Recipient may be
sought, (b) conduct or activity that results in removal of the Award Recipient
from the Board for cause, (c) violation of the Company’s policies, including,
without limitation, the Company’s insider trading policy or corporate compliance
program, (d) accepting employment after the date hereof with, acquiring a 5% or
more equity or participation interest in, serving as a consultant, advisor,
director or agent of, directly or indirectly soliciting or recruiting any
officer of the Company who was employed at any time during the Award Recipient’s
service on the Board, or otherwise assisting in any other capacity or manner any
company or enterprise that is directly or indirectly in competition with or
acting against the interests of the Company or any of its lines of business (a
“competitor”), except for (A) any employment, investment, service, assistance or
other activity that is undertaken at the request or with the written permission
of the CenturyTel Board of Directors or (B) any assistance of a competitor that
is provided in the ordinary course of the Award Recipient engaging in his or her
principal occupation in the good faith and reasonable belief that such
assistance will neither harm the Company’s interests in any substantial manner
or violate any of the Award Recipient’s duties or responsibilities under the
Company’s policies or applicable law, (e) disclosing or misusing any
confidential information or material concerning the Company, (f) engaging in,
promoting, assisting or otherwise participating in a hostile takeover attempt of
the Company or any other transaction or proxy contest that could reasonably be
expected to result in a Change of Control (as defined in the Plan) not approved
by the CenturyTel Board of Directors or (g) making any statement or disclosing
any information to any customers, suppliers, lessors, lessees, licensors,
licensees, regulators, employees or others with whom the Company engages in
business that is defamatory or derogatory with respect to the business,
operations, technology, management, or other employees of the Company, or taking
any other action that could reasonably be expected to injure the Company in its
business relationships with any of the foregoing parties or result in any other
detrimental effect on the Company, then (i) all unvested shares of Restricted
Stock granted hereunder shall automatically terminate and be forfeited effective
on the date on which the Award Recipient first engages in such activity and (ii)
all shares of Common Stock acquired by the Award Recipient upon vesting of the
Restricted Stock hereunder after the date that precedes by one year the date on
which the Award Recipient’s tenure as a director of the Company terminated or
the date the Award Recipient first engaged in such activity if no such
termination occurs (or other securities into which such shares have been
converted or exchanged) shall be returned to the Company or, if no longer held
by the Award Recipient, the Award Recipient shall return to the Company, without
interest, all cash, securities or other assets received by the Award Recipient
upon the sale or transfer of such stock or securities.

       

      Section
4.2     If the Award Recipient owes any amount to the
Company under Section 4.1 above, the Award Recipient acknowledges that the
Company may, to the fullest extent permitted by applicable law, deduct such
amount from any amounts the Company owes the Award Recipient from time to time
for any reason (including without limitation amounts owed to the Award Recipient
as directors fees, reimbursements, retirement payments, or other compensation or
benefits).  Whether or not the Company elects to make any such set-off in
whole or in part, if the Company does not recover by means of set-off the full
amount the Award Recipient owes it, the Award Recipient hereby agrees to pay
immediately the unpaid balance to the Company.

       

      Section
4.3     The Award Recipient may be released from the Award
Recipient’s obligations under Sections 4.1 and 4.2 above only if the
CenturyTel Board of Directors determines in its sole discretion that such action
is in the best interests of the Company.

       

       

      5.   STOCK
CERTIFICATES

       

      Section
5.1     No stock certificate evidencing the Restricted Stock
shall be issued by CenturyTel until the lapse of restrictions under the terms
hereof.  Upon the lapse of restrictions on shares of Restricted Stock,
CenturyTel may, in its discretion, issue the vested shares of Restricted Stock
(either through book-entry issuances or delivery of a stock certificate) in the
name of the Award Recipient or his or her nominee within 30 days, subject to the
other terms and conditions hereof.  Upon the lapse of such restrictions,
the Award Recipient is free to hold or dispose of the newly-issued shares,
subject to (i) applicable securities laws, (ii) CenturyTel’s insider trading
policy and (iii) any applicable stock retention policies that CenturyTel may
adopt in the future.

       

       

      6.  
MISCELLANEOUS

       

      Section
6.1     Anything in this Agreement to the contrary
notwithstanding, if, at any time prior to the vesting of the Restricted Stock in
accordance with Section 1 or 2 hereof, CenturyTel further determines, in its
sole discretion, that the listing, registration or qualification (or any
updating of any such document) of the shares of Common Stock issuable pursuant
hereto is necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with the issuance of shares of Common Stock pursuant thereto, or the removal of
any restrictions imposed on such shares, such shares of Common Stock shall not
be issued, in whole or in part, or the restrictions thereon removed, unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions unacceptable to CenturyTel. 
CenturyTel agrees to use commercially reasonable efforts to issue all shares of
Common Stock issuable hereunder on the terms provided herein.

       

      Section
6.2     Nothing in this Agreement shall confer upon the
Award Recipient any right to continue to serve on the Board, or to interfere in
any way with the right of the Company to remove the Award Recipient as a
director at any time.

       

      Section
6.3     Upon being duly executed and delivered by CenturyTel
and the Award Recipient, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, legal representatives and successors.  Without limiting the
generality of the foregoing, whenever the term “Award Recipient” is used in any
provision of this Agreement under circumstances where the provision
appropriately applies to the heirs, executors, administrators or legal
representatives to whom this award may be transferred by will or by the laws of
descent and distribution, the term “Award Recipient” shall be deemed to include
such person or persons.

       

      Section
6.4     The shares of Restricted Stock granted hereby are
subject to the terms, conditions, restrictions and other provisions of the Plan
as fully as if all such provisions were set forth in their entirety in this
Agreement.  If any provision of this Agreement conflicts with a provision
of the Plan, the Plan provision shall control.  The Award Recipient
acknowledges receipt from CenturyTel of a copy of the Plan and a prospectus
summarizing the Plan, and further acknowledges that the Award Recipient was
advised to review such materials prior to entering into this Agreement. 
The Award Recipient waives the right to claim that the provisions of the Plan
are not binding upon the Award Recipient and the Award Recipient’s heirs,
executors, administrators, legal representatives and successors.

       

      Section
6.5     Should any party hereto retain counsel for the
purpose of enforcing, or preventing the breach of, any provision hereof,
including, but not limited to, the institution of any action or proceeding in
court to enforce any provision hereof, to enjoin a breach of any provision of
this Agreement, to obtain specific performance of any provision of this
Agreement, to obtain monetary or liquidated damages for failure to perform any
provision of this Agreement, or for a declaration of such parties’ rights or
obligations hereunder, or for any other judicial remedy, then the prevailing
party shall be entitled to be reimbursed by the losing party for all costs and
expenses incurred thereby, including, but not limited to, attorneys’ fees
(including costs of appeal).

       

      Section
6.6     This Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana.

       

      Section
6.7     If any term or provision of this Agreement, or the
application thereof to any person or circumstance, shall at any time or to any
extent be invalid, illegal or unenforceable in any respect as written, the Award
Recipient and CenturyTel intend for any court construing this Agreement to
modify or limit such provision so as to render it valid and enforceable to the
fullest extent allowed by law.  Any such provision that is not susceptible
of such reformation shall be ignored so as to not affect any other term or
provision hereof, and the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid, illegal or unenforceable, shall not be affected thereby and
each term and provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law.

       

      Section
6.8     The Plan and this Agreement contain the entire
agreement between the parties with respect to the subject matter contained
herein and may not be modified, except as provided in the Plan, as it may be
amended from time to time in the manner provided therein, or in this Agreement,
as it may be amended from time to time by a written document signed by each of
the parties hereto.  Any oral or written agreements, representations,
warranties, written inducements, or other communications with respect to the
subject matter contained herein made prior to the execution of the Agreement
shall be void and ineffective for all purposes.

       

      IN WITNESS WHEREOF, the
parties hereto have caused this Restricted Stock Agreement to be duly executed
and delivered on the day and year first above written.

       

       

       


       

      	
               

            	
              CenturyTel,
      Inc.

            
	
               

               

            	
               

               

            
	
               

            	
              By:                                      
      

            
	
               

            	
                   Glen F. Post,
      III

            
	
               

            	
                   Chairman of the Board
      and

            
	
               

            	
                   Chief Executive
      Officer

            
	
               

               

            	
               

               

            
	
               

            	
                            

            
	
               

            	
                       
      «Director Name»

            
	
               

               

            	
                        
      Award Recipient