Exhibit 10.2
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LEVEL 3 COMMUNICATIONS, INC.
OUTPERFORM STOCK OPTION
AMENDED AND RESTATED MASTER AWARD AGREEMENT
Index of Defined Terms
Page No.
Accounting Firm
7
Adjusted Price
1
Affiliate
11
Aggregate Percentage S&P Performance
1
Agreement
1
Annualized Percentage Company Stock Price Performance
4
Annualized Percentage S&P Performance
4
Award
1
Award Date
1
Award Letter
1
Award Shares
1
Cause
6
Change in Control
3
Code
5
Committee
1
Company
1
Duration
4
Excise Tax
7
Exercise Consideration
3
Exercise Date
1
Fair Market Value
10
Full Vesting Date
2
Grantee
13
Gross-Up Payment
7
Limited Exercise Number
2
Multiplier
4
NASDAQ
10
Outperform Percentage
4
Payment
7
Period
1
Permanent Total Disability
2
Plan
1
S&P End Number
4
S&P Start Number
4
Stock
3
Stock End Number
4
Stock Start Number
4
Trading Day
10
Underpayment
7
LEVEL 3 COMMUNICATIONS, INC.
OUTPERFORM STOCK OPTION
AMENDED AND RESTATED MASTER AWARD AGREEMENT
THIS AMENDED AND RESTATED OUTPERFORM STOCK OPTION MASTER AWARD AGREEMENT (the
"Agreement") is dated August 19, 2002, 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 deemed in
the Company's 1995 Stock Plan (Amended and Restated as of April 1, 1998, and
further amended on July 24, 2002) (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 Options"
(each 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 OUTPERFORM STOCK OPTIONS
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 OPTION 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 OUTPERFORM STOCK OPTIONS 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 BEFORE, ON, OR
AFTER THE DATE HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR VERSIONS OF THE
MASTER AWARD AGREEMENT, INCLUDING THOSE DATED JUNE 30, 1998, AND MARCH 1, 2001.
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 DATE OF EXERCISE OF AN
OUTPERFORM STOCK OPTION (THE "EXERCISE