Exhibit 10.3
LEVEL 3 COMMUNICATIONS, INC.
OSO MASTER AWARD AGREEMENT
THIS OSO MASTER AWARD AGREEMENT (the "Agreement") is dated as of
, between Level 3
Communications, Inc., a Delaware corporation (the "Company"), and the individual
whose name appears
on the signature page to this Agreement (the "Grantee"), an
"Employee" as defined in the Company's 1995 Stock Plan (as amended from time to
time) (the "Plan").
WHEREAS, the Company, pursuant to a grant of authority from the Compensation
Committee of the Company's Board of Directors (the "Committee"), may, from time
to time, grant to the Grantee a certain number of outperform stock appreciation
rights, which are referred to as "OSOs" (each such grant an "Award"), as
described below, pursuant to the Plan.
NOW, THEREFORE, the parties agree as follows:
1.
GRANTS OF AWARDS.
PURSUANT TO THE PROVISIONS OF SECTION 8.1 OF
THE PLAN, THE COMPANY, FROM TIME TO TIME IN ITS SOLE DISCRETION, MAY GRANT
AWARDS TO THE GRANTEE RELATING TO A SPECIFIED NUMBER OF OSOS THAT, UNDER CERTAIN
CIRCUMSTANCES AND IN ACCORDANCE WITH THE TERMS HEREOF, MAY RESULT IN THE GRANTEE
HAVING THE RIGHT TO ACQUIRE SHARES OF COMMON STOCK OF THE COMPANY, PAR VALUE
$.01 PER SHARE (THE "AWARD SHARES").
EACH AWARD WILL BE EVIDENCED BY AN
OUTPERFORM STOCK APPRECIATION RIGHT AWARD LETTER (AN "AWARD LETTER") IN THE FORM
ATTACHED AS EXHIBIT A HERETO (OR SUCH OTHER FORM AS APPROVED BY THE COMPANY),
WHICH SETS FORTH THE DATE OF THE AWARD (THE "AWARD DATE"), THE NUMBER OF OSOS
THAT ARE THE SUBJECT OF THE AWARD, AND THE "INITIAL PRICE" OF THE AWARD SHARES
COVERED BY THE AWARD.
THIS AGREEMENT SETS FORTH GENERAL TERMS AND CONDITIONS
APPLICABLE TO ALL AWARDS GRANTED ON, OR AFTER THE DATE HEREOF.
2.
TERMS AND CONDITIONS OF AWARDS
2.1.
ADJUSTMENT OF INITIAL PRICE.
THE "ADJUSTED PRICE" SHALL BE THE
INITIAL PRICE, ADJUSTED UPWARD OR DOWNWARD AS OF THE SETTLEMENT DATE, BY A
PERCENTAGE EQUAL TO THE AGGREGATE PERCENTAGE INCREASE OR DECREASE (EXPRESSED AS
A WHOLE PERCENTAGE POINT FOLLOWED BY THREE DECIMAL PLACES) IN THE STANDARD AND
POOR'S 500 INDEX OVER THE PERIOD (THE "PERIOD") BEGINNING ON THE TRADING DAY
IMMEDIATELY PRECEDING THE AWARD DATE APPLICABLE TO THE AWARD AND ENDING ON THE
TRADING DAY IMMEDIATELY PRECEDING THE RELEVANT SETTLEMENT DATE (THE "AGGREGATE
PERCENTAGE S&P PERFORMANCE").
FOR PURPOSES OF THIS AGREEMENT, THE "SETTLEMENT
DATE" SHALL MEAN THE EARLIER TO OCCUR OF (I) THE DATE SET FORTH IN THE
APPLICABLE AWARD LETTER AS THE SETTLEMENT DATE OF THE AWARD AND (II) THE
EFFECTIVE DATE OF A CHANGE IN CONTROL, AS DEFINED BELOW.
FOR PURPOSES OF
DETERMINING THE AGGREGATE PERCENTAGE S&P PERFORMANCE WITH RESPECT TO ANY PERIOD,
THE STANDARD AND POOR'S 500 INDEX AS OF THE FIRST DAY OF THE PERIOD SHALL BE
DEEMED TO EQUAL THE CLOSING VALUE OF SUCH INDEX ON THE TRADING DAY IMMEDIATELY
PRECEDING THE AWARD DATE, AND THE STANDARD AND POOR'S 500 INDEX ON THE LAST DAY
OF THE PERIOD SHALL BE DEEMED TO EQUAL THE AVERAGE CLOSING VALUE OF SUCH INDEX
OVER