Unassociated Document


    Exhibit
10.2(d)

     

     

    
      RESTRICTED STOCK
AGREEMENT
UNDER THE
2005 DIRECTORS STOCK PLAN
(July 2, 2009
Grants to the Six Newly-Appointed Outside Directors)

       

       

       

       

      This RESTRICTED STOCK AGREEMENT (this “Agreement”) is
made as of July 2, 2009, by and between CenturyTel, Inc. (“CenturyTel”) and
_________ (“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 3,161 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

            	
              1,053

            
	
              May 15, 2011

            	
              1,054

            
	
              May 15, 2012

               

            	
              1,054

               

            


    

     

     

    
      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

            
	 	
                      Chief
      Executive Officer

            
	
               

               

            	
                       
      and President

            
	
               

            	
                                                                     

            
	
               

            	
                       
      «Director Name»

            
	
               

               

            	
                       
      Award Recipient