Exhibit 10.2
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 Level 3 Communications, Inc. 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 9.1 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