Unassociated Document


    Exhibit
10.2


     

    FORM
OF RESTRICTED STOCK AGREEMENT

    UNDER
THE

    AMENDED
AND RESTATED CENTURYLINK 2005 MANAGEMENT INCENTIVE COMPENSATION
PLAN

    (2010
Grants to Section 16 Officers and HR Director)

     

    This
RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of March 8,
2010, by and between CenturyTel, Inc. (“CenturyLink”) and _____ (“Award
Recipient”).

     

    WHEREAS, CenturyLink maintains
the Amended and Restated 2005 Management Incentive Compensation Plan (the
“Plan”) under which the Compensation Committee, or a duly authorized
subcommittee thereof (the “Committee”), of the Board of Directors of CenturyLink
(the “Board”) may, directly or indirectly, among other things, grant restricted
shares of CenturyLink’s common stock, $1.00 par value per share (the “Common
Stock”), to key employees of CenturyLink or its subsidiaries (collectively, the
“Company”), 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

       

      1.1           Upon
the terms and conditions of the Plan and this Agreement, CenturyLink as of the
date of this Agreement (the “Grant Date”) hereby awards to the Award Recipient a
total of ____ restricted shares of Common Stock (the “Restricted Stock”) that
vest, subject to Sections 2, 3 and 4 hereof, in installments as described in
this Section 1.

       

      1.2           Of
the total number of shares of Restricted Stock, _____ shares (the “Time-Vested
Shares”) shall vest one-third per year on each of the following
dates:

       

      
        
          	
                  Scheduled Vesting Date

                	
                  Number of Shares

                
	
                  March
      15, 2011

                	 
      
	
                  March
      15, 2012

                	 
      
	
                  March
      15, 2013

                	 
      
	 
      	 
      


        

      

    

    1.3           The
remaining ______ shares of Restricted Stock (the “Performance-Vested Shares”)
shall vest as follows.

     

    (a)           One-half
of the Performance-Vested Shares (or ____ shares) shall vest on March 15, 2012
based on the two-year total shareholder return of CenturyLink for 2010 and 2011
ranked in terms of a percentile in relation to the total shareholder return of
the companies comprising the S&P 500 Index for the same two-year
period.

     

    (b)           The
other half of the Performance-Vested Shares (or ____ shares) shall vest on March
15, 2013 based on the three-year total shareholder return of CenturyLink for
2010, 2011 and 2012 ranked in terms of a percentile in relation to the total
shareholder return of companies comprising the S&P 500 Index for the same
three-year period.

     

    (c)           Total
shareholder return shall be calculated to include reinvestment of any and all
dividends.

     

    1.4           The
number of Performance-Vested Shares granted in Section 1.3 represents the target
award.  The Award Recipient may receive a greater or lesser number of
shares of Common Stock than those allocated in Section 1.3(a) or 1.3(b) for that
performance period, depending on the Company’s total shareholder return ranked
in terms of a percentile in relation to that of the S&P 500 companies, which
shall be determined as follows:

     

     

      	
                               
      Performance Level

            	 	
              Company’s

              Percentile
      Rank

            	 	
              Payout
      as % of

              Target
      Award

            
	
                               
      Maximum

            	 	
              ≥75th
      percentile

            	 	
              200%

            
	
                                Target

            	 	
              50th
      percentile

            	 	
              100%

            
	
                               
      Threshold

            	 	
              25th
      percentile

            	 	
              50%

            
	
                               
      Below Threshold

            	 	
              <25th
      percentile

            	 	
              0%

            


    

    


     

    The
number of shares paid out shall be prorated if the Company’s rank is between (i)
the threshold and the target performance levels or (ii) the target and the
maximum performance levels.

     

    1.5           Subject
to Section 2, any Performance-Vested Shares that do not vest in accordance with
Section 1 shall be immediately forfeited.

     

    1.6           The
difference between the number of Performance-Vested Shares granted to the Award
Recipient under Section 1.3 and the maximum number of shares the Award Recipient
may earn under Section 1.4 is referred to herein as the “Additional
Shares.”  Any contingent right of the Award Recipient under Section
1.4 to receive Additional Shares shall be treated as restricted stock units
under the terms of the Plan.  Any Additional Shares subsequently
vested and earned as a result of CenturyLink’s performance exceeding the target
performance level shall be issued on March 15, 2012 or March 15, 2013 following
the applicable performance period described in Section 1.3.

     

    
      2.

      AWARD
RESTRICTIONS ON

      RESTRICTED
STOCK

       

      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 CenturyLink with respect to
the Restricted Stock, including the right to vote the shares and, for
Time-Vested Shares, the right to receive all dividends and other distributions
declared thereon.  All dividends and other distributions relating to
any Performance-Vested Shares and all dividend equivalents on the Additional
Shares will accrue when declared and be paid to the Award Recipient only upon
the vesting of the related Performance-Vested Shares or Additional
Shares.

       

      2.2           If
the shares of Restricted Stock have not already vested or been forfeited under
the terms of this Agreement or the Plan, 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 employment of the Award Recipient terminates as a result of
(i) death or (ii) disability within the meaning of Section 22(e)(3) of the
Internal Revenue Code; or

       

      (b)           unless
the Committee otherwise determines in its sole discretion, the occurrence of a
Change of Control of CenturyLink, as described in the Plan.

       

      Notwithstanding
the foregoing, any use of discretion by the Committee under Section 2.2(b) must
be uniform with respect to the Award Recipient and all other similarly-situated
key employees who received a comparable grant of Restricted Stock on the Grant
Date.

       

      2.3           If
the shares of Restricted Stock have not already vested or been forfeited under
the terms of this Agreement or the Plan, and the Award Recipient’s employment
terminates because of retirement on or after attaining the age of 55 with at
least ten years of prior service with the Company but prior to the Award
Recipient attaining age 65, then:

       

      (a)           the
Award Recipient (i) shall retain a reduced pro rata number of Performance-Vested
Shares determined by multiplying the number of Performance-Vested Shares subject
to each performance period by a fraction, the numerator of which is the number
of full months between the beginning of the performance period and the date of
termination and the denominator of which is the number of months in that
performance period, provided that the issuance of such shares shall nonetheless
remain subject to all other terms and conditions of Section 1, including the
payment dates described therein and the eligibility to vest in Additional
Shares, and (ii) shall forfeit all other Performance-Vested Shares granted under
this Agreement as of the date of termination; and

       

      (b)           provided
the Committee has specifically approved such action, all Time-Vested Shares
shall vest immediately and all restrictions set forth in Section 2.1 shall
lapse.

       

      2.4           If
the shares of Restricted Stock have not already vested or been forfeited under
the terms of this Agreement or the Plan, and the Award Recipient’s employment
terminates because of retirement on or after age 65, then (a) for any
Performance-Vested Shares, the Award Recipient shall retain all such shares,
provided that the issuance of such shares shall nonetheless remain subject to
the terms and conditions of Section 1, including the payment dates described
therein and eligibility to vest in Additional Shares; and (b) provided the
Committee has specifically approved such action, all Time-Vested Shares shall
vest immediately and all restrictions set forth in Section 2.1 shall
lapse.

       

      2.5           The
Committee may specifically approve the acceleration of vesting of, and lapse of
restrictions on, any unvested Time-Vested Shares upon the Company’s termination
of the Award Recipient’s employment.

       

      2.6           Prior
to the vesting of Performance-Vested Shares under Sections 1.3 and 1.4, the
Committee shall (i) ascertain CenturyLink’s performance in the manner described
therein and (ii) certify in writing, by resolution or otherwise, the number of
shares that shall vest, including any Additional Shares earned as a result of
the application of the applicable performance conditions.  If the
Award Recipient is subject to the deduction limitation provided in Section
162(m) of the Code, notwithstanding any terms of the Plan, the Committee shall
not (a) increase the number of shares awarded to the Award Recipient to an
amount that is higher than the number payable under the formula set forth in
Section 1.4, (b) waive any of the performance requirements provided in Sections
1.3 and 1.4, or (c) accelerate the vesting of the Performance-Vested
Shares.

       

    

    
      3.

      TERMINATION
OF EMPLOYMENT

       

      All
unvested Restricted Stock shall automatically terminate and be forfeited if the
employment of the Award Recipient terminates for any reason, unless and to the
extent otherwise provided in Section 2.

       

      4.

      FORFEITURE
OF AWARD

       

      4.1           If,
at any time during the Award Recipient’s employment by the Company or within 18
months after termination of employment, the Award Recipient engages in any
activity in competition with any activity of 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 employment for which either criminal
or civil penalties against the Award Recipient may be sought, (b) conduct or
activity that results in termination of the Award Recipient’s employment for
cause, (c) violation of the Company’s policies, including, without limitation,
the Company’s insider trading, ethics and compliance policies and programs, (d)
participating in the public reporting of any financial or operating result that
was impacted by the participant’s knowing or intentional fraudulent or illegal
conduct; (e) accepting employment 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 employee of the Company
who was employed at any time during the Award Recipient’s tenure with the
Company, 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 isolated, sporadic accommodation or assistance provided to a
competitor, at its request, by the Award Recipient during the Award Recipient’s
tenure with the Company, but only if provided in the good faith and reasonable
belief that such action would benefit the Company by promoting good business
relations with the competitor and would not harm the Company’s interests in any
substantial manner or (B) any other service or assistance that is provided at
the request or with the written permission of the Company, (f) disclosing or
misusing any confidential information or material concerning the Company, (g)
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 CenturyLink Board of Directors or (h) 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 the award of
Restricted Stock granted hereunder shall automatically terminate and be
forfeited effective on the date on which the Award Recipient engages in such
activity and (i) all shares of Common Stock acquired by the Award Recipient
pursuant to this Agreement (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 pay 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, and (ii) all unvested
shares of Restricted Stock and contingent rights to receive Additional
Shares  shall be forfeited.

       

      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 salary, wages, reimbursements
or other compensation, fringe benefits, retirement benefits or vacation
pay).  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.

       

      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 Committee determines in its sole
discretion that such action is in the best interests of the
Company.

       

      
        5.

        STOCK
CERTIFICATES

         

        No stock
certificates evidencing the Restricted Stock shall be issued by CenturyLink
until the lapse of restrictions under the terms hereof.  Instead,
ownership of the Restricted Stock shall be evidenced by a book entry with the
applicable restrictions reflected.  Upon the lapse of restrictions on
shares of Restricted Stock, CenturyLink shall 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, subject
to the other terms and conditions hereof, including those governing any
withholdings of shares under Section 6 below.  Upon receipt of
any such vested shares, the Award Recipient is free to hold or dispose of such
shares, subject to (i) applicable securities laws, (ii) CenturyLink’s insider
trading policy, and (iii) CenturyLink’s stock ownership guidelines then in
effect.

         

        6.

        WITHHOLDING
TAXES

         

        


        At the
time that all or any portion of the Restricted Stock vests, the Award Recipient
must deliver to CenturyLink the amount of income tax withholding required by
law.  Unless otherwise directed in writing by CenturyLink, the Award
Recipient hereby agrees to fully satisfy this tax withholding obligation by
requesting CenturyLink to withhold from the shares the Award Recipient otherwise
would receive hereunder shares of Common Stock having a value equal to the
minimum amount required to be withheld (as determined under the Plan); provided, however, that to
prevent the issuance of fractional shares and the under-withholding of taxes,
the Award Recipient agrees that the number of shares withheld shall be rounded
up to the next whole number of shares.

         

        7.

        ADDITIONAL
CONDITIONS

         

        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,
CenturyLink 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 not acceptable to CenturyLink.  CenturyLink agrees to
use commercially reasonable efforts to issue all shares of Common Stock issuable
hereunder on the terms provided herein.

         

        8.

        NO
CONTRACT OF EMPLOYMENT INTENDED

         

        Nothing
in this Agreement shall confer upon the Award Recipient any right to continue in
the employment of the Company, or to interfere in any way with the right of the
Company to terminate the Award Recipient’s employment relationship with the
Company at any time.

         

        
          9.

          BINDING
EFFECT

           

          Upon
being duly executed and delivered by CenturyLink 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.

           

          10.

          INCONSISTENT
PROVISIONS

           

          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 with regard to this Agreement’s (i) grant of discretionary
authority to the Committee under Section 2.2(b) and (ii) limitations on the
Committee’s discretion provided in the last sentence of Section
2.6.  The Award Recipient acknowledges receipt from CenturyLink 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.

           

          11.

          ATTORNEYS’
FEES AND EXPENSES

           

          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).

           

          12.

          GOVERNING
LAW

           

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

           

          13.

          SEVERABILITY

           

          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 CenturyLink
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.

           

          14.

          ENTIRE
AGREEMENT; MODIFICATION

           

          The Plan
and this Agreement contain the entire agreement between the parties with respect
to the subject matter contained herein.  This Agreement may not,
without the Award Recipient’s consent, be amended or modified so as to
materially adversely affect the Award Recipient’s rights under this Agreement,
except (i) as provided in the Plan, as it may be amended from time to time in
the manner provided therein, or (ii) 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 Agreement to be duly
executed and delivered on the day and year first above written.

           

           

          
            
              	 
      	
                      CenturyTel,
      Inc.

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      [Signature
      blocks intentionally
omitted]