exh10-2fiii.htm


    
      Exhibit
10.2(f)(iii)

      


      RESTRICTED
STOCK AGREEMENT

      UNDER
THE

      2005
DIRECTORS STOCK PLAN

      (May 11,
2007 Grants)

    

     

     

    
      This
RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of May 11, 2007, 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 2,126 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, 2008

              	
                708

              
	
                May
      15, 2009

              	
                709

              
	
                May
      15, 2010

              	
                709

              


      

    

     

    
      2.  AWARD
RESTRICTIONS

       

    

    
      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.

      


      2.2           If
the shares of Restricted Stock have not already vested in accordance with
Section 1 above, 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

    

    
      


       

      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 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 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 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.

        


                       
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

    

     

    
      5.1           The
stock certificates evidencing the Restricted Stock shall be retained by
CenturyTel until the lapse of restrictions under the terms
hereof.  CenturyTel shall place a legend, in the form specified in the
Plan, on the stock certificates restricting the transferability of the shares of
Restricted Stock.

      


                     
5.2           Upon the
lapse of restrictions on shares of Restricted Stock, CenturyTel shall cause a
stock certificate without a restrictive legend to be issued with respect to the
vested Restricted Stock in the name of the Award Recipient or his or her nominee
within 30 days.  Upon receipt of such stock certificate, the Award
Recipient is free to hold or dispose of the shares represented by such
certificate, 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

       

    

    
      6.1           Anything
in this Agreement to the contrary notwithstanding, if at any time 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.

      


      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.

      


      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.

      


      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 that a copy of the
Plan and a prospectus summarizing the Plan was distributed or made available to
the Award Recipient and 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.

      


      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).

      


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

      


      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.

      


      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