Exhibit 10.1
PERFORMANCE SHARE AGREEMENT
This Performance Share Agreement ("Agreement") is made as of the
day of
, 20
(the "Grant Date"), between Qwest Communications
International Inc., a Delaware corporation (the "Company"), and
(the "Grantee").
WHEREAS, pursuant to the Qwest Communications International Inc. Equity
Incentive Plan (the "Plan"), the Company desires to grant an Award to the
Grantee subject to the terms and conditions herein.
NOW THEREFORE, in connection with the mutual covenants hereinafter set forth and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
1.
DEFINITIONS; CONFLICTS.
CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS
GIVEN THERETO IN THE PLAN.
THE TERMS AND PROVISIONS OF THE PLAN ARE
INCORPORATED HEREIN BY REFERENCE.
2.
GRANT OF PERFORMANCE SHARES.
(A)
PERFORMANCE SHARES.
THE COMPANY HEREBY
GRANTS TO THE GRANTEE
PERFORMANCE SHARES ON THE DATE FIRST WRITTEN
ABOVE (THE "GRANT DATE").
EXCEPT AS PROVIDED BELOW, THE PERFORMANCE SHARES WILL
BE UNVESTED AND FORFEITABLE.
(B)
PERFORMANCE PERIOD.
THE "PERFORMANCE
PERIOD" BEGINS ON
, AND ENDS ON THE EARLIER OF
(I)
OR (II) THE CLOSING DATE OF A CHANGE IN CONTROL.
(C)
VESTING OF PERFORMANCE SHARES.
EXCEPT AS
PROVIDED IN PARAGRAPH 3(C) BELOW, THE PERFORMANCE SHARES WILL VEST ON THE LAST
DAY OF THE PERFORMANCE PERIOD PROVIDED THAT THE GRANTEE REMAINS EMPLOYED WITH
THE COMPANY FOR THE ENTIRE PERFORMANCE PERIOD.
(D)
PERFORMANCE PAYOUT.
AS SOON AS PRACTICABLE
AFTER THE END OF THE PERFORMANCE PERIOD, THE COMPANY WILL CALCULATE THE
PERCENTAGE, IF ANY, OF THE PERFORMANCE SHARES TO BE PAID OUT PURSUANT TO THE
FORMULA SET FORTH IN EXHIBIT 1, HERETO.
(E)
SETTLEMENT IN SHARES OR CASH.
THE AMOUNT
PAYABLE TO THE GRANTEE FOR THE GRANTEE'S VESTED PERFORMANCE SHARES, AS ADJUSTED
AS DESCRIBED IN THE FORMULA SET FORTH IN EXHIBIT 1,
MAY BE PAID EITHER IN
SHARES OF COMMON STOCK PAR VALUE $0.01 PER SHARE, OF THE COMPANY ("COMMON
STOCK"), IN CASH BASED ON THE FAIR MARKET VALUE OF THE COMMON STOCK, (DETERMINED
BASED ON THE CLOSING PRICE FOR THE COMMON STOCK ON THE LAST DAY OF THE
PERFORMANCE PERIOD, AS REPORTED ON THE NEW YORK STOCK EXCHANGE), AS ELECTED BY
GRANTEE IN WRITING EXCEPT THAT CASH SHALL BE
DISTRIBUTED IN LIEU OF ANY FRACTIONAL SHARE OF COMMON STOCK OR IF NO ELECTION IS
MADE.
EACH PERFORMANCE SHARE IS EQUAL TO ONE SHARE OF COMMON STOCK.
AN
ELECTION TO BE PAID IN COMMON STOCK IS SUBJECT TO QWEST'S INSIDER TRADING
POLICY.
(F)
PAYMENT DATE.
SETTLEMENT PURSUANT TO
PARAGRAPH 2(E) WILL OCCUR WITHIN FIVE BUSINESS DAYS AFTER THE END OF THE
PERFORMANCE PERIOD.
3.
TERMINATION OF EMPLOYMENT DURING
PERFORMANCE PERIOD.
(A)
RESIGNATION OR RETIREMENT.
IN THE EVENT
GRANTEE RESIGNS OR RETIRES HIS OR HER EMPLOYMENT WITH THE COMPANY DURING THE
PERFORMANCE PERIOD ALL PERFORMANCE SHARES AND RIGHTS THERETO WILL BE FORFEITED
AND CANCELED IMMEDIATELY UPON SUCH TERMINATION OF EMPLOYMENT AND THE GRANTEE
WILL HAVE NO FURTHER RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO SUCH
PERFORMANCE SHARES.
(B)
INVOLUNTARY