Unassociated Document


    Exhibit
10.2(a)

    CenturyTel,
Inc.

    1983
Restricted Stock Plan

    (as
amended and restated as of May 28, 2009)

     

    W
I T N E S S E T H:

    


    WHEREAS,
on February 21, 1984, CenturyTel, Inc. (formerly Century Telephone Enterprises,
Inc.), a Louisiana corporation (“CenturyTel”), executed a plan providing for
awards of restricted stock to key employees on terms and conditions
substantially similar to those set forth herein, which plan was amended and
restated on November 16, 1995 (the “Plan”); and

    


    WHEREAS,
the Plan was further amended by CenturyTel’s Board of Directors on November 21,
1996, February 25, 1997, February 25, 1998, April 17, 2000, April 25, 2001 and
May 28, 2009 (the “Amendments”); and

    


    WHEREAS,
CenturyTel wishes to restate the Plan to incorporate the
Amendments;

     

    NOW
THEREFORE, the Plan is hereby amended and restated in its entirety as of
May 28, 2009 to read as follows:

    


    1.           Purpose.  The
purpose of the 1983 Restricted Stock Plan is to aid CenturyTel, Inc.
(“CenturyTel”) in securing and retaining key employees of outstanding ability,
and to motivate such individuals to exert their best efforts on behalf of the
Company.  In addition, the Company expects that it will benefit from
the added interest which such individuals will have in the welfare of the
Company as a result of their ownership or increased ownership of the Company’s
Common Stock.  This Plan may be utilized in conjunction with other
short or long term incentive plans at the discretion of the Board of
Directors.

    


    2.           Definitions.  As
used in this Plan, the following terms shall have the meanings
indicated:

    


    
      	
               
      

            	
              (a)

            	
              “Board
      of Directors” or “Board” shall mean not less than a quorum of the whole
      Board of Directors of Century Telephone Enterprises,
  Inc.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Committee”
      shall mean the Compensation Committee of the Board of Directors of the
      Company or a subcommittee of the Compensation Committee.  The
      Committee shall consist of two or more members of the Board of Directors,
      each of whom shall qualify as a “non-employee director” under Rule 16b-3
      under the Securities Exchange Act of 1934, as currently in effect or any
      successor rule.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Common
      Stock” shall mean the Company’s presently authorized shares of Common
      Stock as this definition may be modified as provided in Section 7 of the
      Plan.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Company”
      shall mean CenturyTel, Inc. and its
  subsidiaries.

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Fair
      Market Value” shall be determined as follows:  (i) if the Common
      Stock or other security is listed on an established stock exchange or any
      automated quotation system that provides sale quotations, the closing sale
      price for a share thereof on such exchange or quotation system on the
      applicable date or, if shares are not traded on such day, on the next
      preceding trading date, (ii) if the Common Stock or other security is not
      listed on any exchange or quotation system, but bid and asked prices are
      quoted and published, the mean between the quoted bid and asked prices on
      the applicable date or, if bid and asked prices are not available on such
      day, on the next preceding day on which such prices were available; and
      (iii) if the Common Stock or other security is not regularly quoted, the
      fair market value of a share thereof on the applicable date as established
      by the Committee in good faith.

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Participant”
      shall mean any person who is employed by the Company on a full-time basis,
      is compensated for such employment by a regular salary, and in the opinion
      of the Committee is either one of the key employees of the Company in a
      position to contribute materially to the continued growth and development
      and future financial success of the Company or one who has made a
      significant contribution to the Company’s operations, thereby meriting
      special recognition.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Plan”
      shall mean the CenturyTel, Inc. 1983 Restricted Stock
  Plan.

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Retirement
      Date” shall be the date on which a Participant attains age fifty-five (55)
      and has completed ten (10) full years of employment with the
      Company.  The Participant’s years of employment with the Company
      shall be determined by accumulating such Participant’s full months of
      employment with the Company, in the aggregate and without regard to
      whether such employment was continuous, and dividing such amount by twelve
      (12).

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Subsidiary”
      shall mean any corporation in which the Company owns, directly or
      indirectly through subsidiaries, at least fifty percent (50%) of the
      combined voting power of all classes of
stock.

            


    

     

    
      3.           Stock Subject to the
Plan.  The maximum number of shares of Common Stock which may
be awarded under the Plan after May 28, 2009 shall not exceed an aggregate of
366,416 shares.  All such stock shall be shares of Common Stock which
have been authorized but unissued or treasury shares.  Shares of stock
awarded under the Plan and later reacquired by the Company pursuant to the Plan
shall again become available for awards under the Plan.

       

      4.           Administration.  The
Plan shall be administered by the Committee.  Subject to the
provisions of the Plan, the Committee shall have exclusive power to select the
employees to whom shares of Common Stock will be awarded under the Plan, to
determine the number of shares to be awarded to each employee selected, and to
determine the time or times when shares will be awarded.  The
Committee shall have full power and authority to administer and interpret the
Plan and to adopt such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as the Committee deems
necessary or advisable.  The Committee’s interpretations of the Plan,
and all determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all persons having any interest in
the Plan or in any awards granted hereunder.  A majority of the
members present at any meeting at which a quorum is present, or acts approved in
writing by all members of the Committee shall be deemed the action of the
Committee.  With respect to Participants who are not subject to
Section 16 of the Securities Exchange Act of 1934 and whose compensation is not
subject to Section 162(m) of the Internal Revenue Code, the Committee may
delegate to an appropriate officer of the Company its authority to designate
Participants, to set the terms of the grants of restricted stock hereunder to
such Participants and to take any and all action with respect to grants to such
Participants that the Committee could take under the terms hereof.

      


      5.           Eligibility.  The
individuals who shall be eligible to participate in the Plan shall be any
full-time employee of the Company.

      


      6.           Grant of
Shares.  The eligible Employees who shall receive shares of
Common Stock under the Plan, the number of shares to be received by each such
employee, and, subject to the provisions of Section 7, the conditions under
which such shares must be returned to the Company, shall be determined by the
Committee.

      


      7.           Terms and Conditions of
Awards.  All shares of Common Stock awarded
to  Participants under this Plan shall be subject to the following
terms and conditions, and to such other terms and conditions not inconsistent
with the Plan as shall be contained in the Agreement referred to in Section
7(e).

    

     

    
      
        	
                 
      

              	
                (a)

              	
                At
      the time of the award there shall be established for each Participant a
      “Restriction Period” which shall be a specific period of time to be
      determined by the Committee.  Shares of stock awarded to
      Participants may not be sold, assigned, transferred, pledged or otherwise
      encumbered, except as hereinafter provided, during the Restriction
      Period.  At the time of an award of restricted shares to a
      Participant, the Board may also provide for the Restriction Period to
      lapse according to the terms designated by the
      Committee.  Except for such restrictions on transfer, the
      Participant as owned of such shares shall have all the rights of a
      shareholder of Common Stock, including but not limited to the right to
      receive all dividends paid on such shares, subject to the provisions of
      Section 8, and the right to vote such
shares.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Except
      as otherwise provided in Section 7(c), if a Participant ceases to be a
      full-time employee of the Company, all shares of stock theretofore awarded
      to him which are still subject to the restrictions imposed by Section 7(a)
      shall upon such termination of employment be forfeited and returned to the
      Company.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      restrictions imposed by Section 7(a) shall lapse with respect to the
      shares theretofore awarded if a Participant ceases to be an employee of
      the Company and its subsidiaries by reason of (i) death, (ii) disability
      within the meaning of Section 22(e)(3) of the Internal Revenue Code, (iii)
      retirement on or after the Retirement Date, but only if such vesting and
      lapsing of restrictions is specifically approved by the Committee or its
      delegee, or (iv) the termination of the Participant’s employment by the
      Company, but only if such vesting and lapsing of restrictions is
      specifically approved by the Committee or its
  designee.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Any
      certificate issued in respect of shares awarded under the Plan shall be
      registered in the name of the Participant and deposited by him, together
      with a stock power endorsed in blank, with the Company and shall bear the
      following legend:

              


      

       

      The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) contained in the
1983 Restricted Stock Plan for CenturyTel, Inc., and an Agreement entered into
between the registered owner and CenturyTel, Inc.  Copies of such Plan
and Agreement are on file in the office of the Secretary of CenturyTel, Inc.,
Monroe, Louisiana.

       

      If the
shares awarded under the Plan are represented by book or electronic entry rather
than a certificate, the Company shall take steps to restrict transfer of the
shares as it deems necessary or advisable to comply with applicable
law.

      


      
        	
                 
      

              	
                (e)

              	
                The
      Participant shall enter into an Agreement (the “Agreement”) with the
      Company in a form specified by the Committee agreeing to the terms and
      conditions of the award and such other matters, including compliance with
      applicable Federal and State Securities Laws, and methods of withholding
      required taxes, as the Committee shall in its sole discretion
      determine.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                At
      the expiration of the Restriction Period imposed pursuant to Section 7(a),
      the Company shall redeliver to the Participant, or his legal
      representative, the shares deposited with it pursuant to Section
      7(d).

              


      

      

        8.           Change in
Capitalization.  In the event there is a change in
classification of, or subdivision or combination of, or stock dividend on the
outstanding Common Stock of the Company, the maximum aggregate number and class
of shares as to which awards may be granted under the Plan shall be
appropriately adjusted by the Committee whose determination shall be
conclusive.  Any shares of Common Stock or other securities or assets
(other than ordinary cash dividends) received by a Participant with respect to
shares awarded to him which are still subject to the restrictions imposed
pursuant to Section 7(a) will be subject to the same restrictions and shall be
deposited by the Participant with the Company.

        


        9.           Change of
Control.

      

       

      
        
          	
                   
      

                	
                  (a)

                	
                  Unless
      otherwise provided in the Agreement, a Change of Control shall
      mean:

                


        

        


        
          	
                   
      

                	
                  (i)

                	
                  the
      acquisition by any person of beneficial ownership of 30% or more of the
      outstanding shares of the Common Stock or 30% or more of the combined
      voting power of CenturyTel’s then outstanding securities entitled to vote
      generally in the election of directors; provided, however, that for
      purposes of this subsection (i), the following acquisitions shall not
      constitute a Change of Control:

                


        

        


        
          	
                   
      

                	
                  (1)

                	
                  any
      acquisition (other than a Business Combination (as defined below) which
      constitutes a Change of Control under Section 9(a)(iii) hereof) of Common
      Stock directly from the Company,

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  any
      acquisition of Common Stock by the
Company,

                


        

        


        
          	
                   
      

                	
                  (3)

                	
                  any
      acquisition of Common Stock by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any corporation
      controlled by the Company, or

                


        

        


        
          	
                   
      

                	
                  (4)

                	
                  any
      acquisition of Common Stock by any corporation pursuant to a Business
      Combination that does not constitute a Change of Control under Section
      9(a)(iii) hereof; or

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  individuals
      who, as of January 1, 2005, constituted the Board of Directors of
      CenturyTel (the “Incumbent Board”) cease for any reason to constitute at
      least a majority of the Board of Directors; provided, however, that any
      individual becoming a director subsequent to such date whose election, or
      nomination for election by CenturyTel’s shareholders, was approved by a
      vote of at least two-thirds of the directors then comprising the Incumbent
      Board shall be considered a member of the Incumbent Board, unless such
      individual’s initial assumption of office occurs as a result of an actual
      or threatened election contest with respect to the election or removal of
      directors or other actual or threatened solicitation of proxies or
      consents by or on behalf of a person other than the Incumbent Board;
      or

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  consummation
      of a reorganization, share exchange, merger or consolidation (including
      any such transaction involving any direct or indirect subsidiary of
      CenturyTel) or sale or other disposition of all or substantially all of
      the assets of the Company (a “Business Combination”); provided, however,
      that in no such case shall any such transaction constitute a Change of
      Control if immediately following such Business
  Combination:

                


        

        


        
          	
                   
      

                	
                  (1)

                	
                  the
      individuals and entities who were the beneficial owners of CenturyTel’s
      outstanding Common Stock and CenturyTel’s voting securities entitled to
      vote generally in the election of directors immediately prior to such
      Business Combination have direct or indirect beneficial ownership,
      respectively, of more than 50% of the then outstanding shares of common
      stock, and more than 50% of the combined voting power of the then
      outstanding voting securities entitled to vote generally in the election
      of directors of the surviving or successor corporation, or, if applicable,
      the ultimate parent company thereof (the “Post-Transaction Corporation”),
      and

                


        

        


        
          	
                   
      

                	
                  (2)

                	
                  except
      to the extent that such ownership existed prior to the Business
      Combination, no person (excluding the Post-Transaction Corporation and any
      employee benefit plan or related trust of either CenturyTel, the
      Post-Transaction Corporation or any subsidiary of either corporation)
      beneficially owns, directly or indirectly, 20% or more of the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or 20% or more of the combined voting power of the
      then outstanding voting securities of such corporation,
  and

                


        

        


        
          	
                   
      

                	
                  (3)

                	
                  at
      least a majority of the members of the board of directors of the
      Post-Transaction Corporation were members of the Incumbent Board at the
      time of the execution of the initial agreement, or of the action of the
      Board of Directors, providing for such Business Combination;
      or

                


        

        


        
          	
                   
      

                	
                  (iv)

                	
                  approval
      by the shareholders of CenturyTel of a complete liquidation or dissolution
      of CenturyTel.

                


        

         

        For
purposes of this Section 9, the term “person” shall mean a natural person or
entity, and shall also mean the group or syndicate created when two or more
persons act as a syndicate or other group (including a partnership or limited
partnership) for the purpose of acquiring, holding, or disposing of a security,
except that “person” shall not include an underwriter temporarily holding a
security pursuant to an offering of the security.

        


        
          	
                   
      

                	
                  (b)

                	
                  Upon
      a Change of Control of the type described in clause (a)(i) or (a)(ii) of
      this Section 9 or upon the approval by the Board of Directors of
      CenturyTel of any Change of Control of the type described in clause
      (a)(iii) or (a)(iv) of this Section 9, all shares of stock awarded
      pursuant to this Plan shall automatically become fully vested, all
      restrictions or limitations on any shares of stock awarded shall
      automatically lapse and, unless otherwise provided in the Agreement, all
      performance criteria and other conditions relating to the shares of stock
      awarded shall be deemed to be achieved at the target level without the
      necessity of action by any person.

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  In
      the event that the consideration offered to shareholders of CenturyTel in
      any transaction described in this Section 9 consists of anything other
      than cash, the Committee shall determine the fair cash equivalent of the
      portion of the consideration offered that is other than
    cash.

                


        

        

          10.           Amendment or
Termination.  The Board may from time to time alter, amend,
suspend or discontinue the Plan, except that no alteration or amendment shall,
without the approval of a majority of the stockholders of the Company and
entitled to vote at a duly called stockholders’ meeting, (i) increase the total
number of shares which may be awarded under the Plan, except as provided in
Section 8, (ii) change the standards of eligibility of employees eligible to
participate in the Plan, (iii) materially increase the benefits accruing to
Participants under the Plan, or (iv) materially expand the types of awards
available for grant under the Plan.  No such amendment or modification
shall, however, adversely affect, without his written consent, any employee with
respect to stock already awarded to him.

          


          11.           Choice of
Law.  The place of administration of the Plan shall be within
the State of Louisiana and the validity, interpretation and administration of
the Plan and of any rules, regulations, determinations or decisions made
thereunder shall be determined exclusively in accordance with the laws of the
State of Louisiana.  Without limiting the generality of the foregoing,
the period within which any action in connection with the Plan must be commenced
shall be governed by the laws of the State of Louisiana, without regard to the
place where the act or omission complained of took place, the residence of any
party to such action or the place where the action may be brought.

          


          12.           Withholding of
Taxes.  Participant shall advise the Company within 30 days of
the date of the stock award whether Participant wishes to be taxes at the time
of grant or at the time the Restriction Period expires.  At the time
the Participant elects to be taxed, Participant shall advise the Company whether
it shall withhold from regular compensation the amount of applicable taxes or
Participant shall pay the Company the amount of Federal tax required to be
withheld.  If so provided in the applicable Agreement, a participant
will have the right to satisfy his or her withholding tax obligation in whole or
in part by electing (an “Election”) to deliver currently owned shares of Common
Stock or to have the Company withhold from the shares the participant otherwise
would receive shares of Common Stock having a value equal to the minimum amount
required to be withheld, with the value of the shares to be delivered or
withheld being based on the Fair Market Value of the Common Stock on the date
that the amount of tax to be withheld is determined (the “Tax
Date”).  Each Election must be made prior to the Tax
Date.  Notwithstanding anything to the contrary in this Plan or any
Agreement, the Committee may disapprove of any Election or suspend or terminate
the right to make Elections.

          


          IN
WITNESS WHEREOF, this instrument has been executed as of the date and year
indicated in the Recitals on page 1 hereof.

          


          
            	 
      	
                    CenturyTel,
      Inc.

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    By:  /s/ Glen F. Post, III        

                  
	 
      	
                           
      Glen F. Post, III

                  
	 
      	
                           
      Chairman of the Board and

                  
	 
      	
                            Chief
      Executive
Officer