Unassociated Document


    Exhibit 10.2(b)

     

     

     

    RESTRICTED STOCK
AGREEMENT
UNDER THE
2005 DIRECTORS STOCK PLAN
(May 8, 2009
Grants to the Seven Continuing 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; provided, however, that, notwithstanding
anything in this Agreement and the Plan to the contrary, (i) neither the
execution, delivery, approval or performance of the Merger Agreement dated as of
October 26, 2008, among Embarq Corporation, CenturyTel and Cajun
Acquisition Company (the “Merger Agreement”), nor the consummation of the merger
of Cajun Acquisition Company into Embarq Corporation (the “Merger”) or any other
transaction contemplated thereunder, shall be deemed to constitute a Change of
Control of CenturyTel and (ii) the shares of Restricted Stock will not vest
solely as a result of the consummation of the Merger or any other transaction
contemplated by the Merger Agreement (including as a result of the execution of
the Merger Agreement or the approval of the Merger Agreement by the Board of
Directors of CenturyTel).

     

     

    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, except that the provisions of Section 2.2(c) shall prevail over
any contrary provisions in the Plan.  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