CenturyLink 2015 Annual Report Download - page 104

expire at such times as may be determined by the Committee and provided in the Incentive
Agreement.
13.4 Additional Conditions. Anything in this Plan to the contrary notwithstanding: (a) the Company may,
if it shall determine it necessary or desirable for any reason, at the time of award of any Incentive or
the issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the
Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued
pursuant thereto, to deliver to the Company a written representation of present intention to acquire
the Incentive or the shares of Common Stock issued pursuant thereto for his own account for
investment and not for distribution; and (b) if at any time the Company further determines, in its sole
discretion, that the listing, registration or qualification (or any updating of any such document) of
any Incentive or the shares of Common Stock issuable pursuant thereto 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 award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of
Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in
whole or in part, unless such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
13.5 Withholding.
(a) The Company shall have the right to withhold from any payments made or stock issued under
the Plan or to collect as a condition of payment, issuance or vesting, any taxes required by law
to be withheld. At any time that a participant is required to pay to the Company an amount
required to be withheld under applicable income tax laws in connection with an Incentive, the
participant may, subject to Section 13.5(b) below, satisfy this obligation in whole or in part by
electing (the “Election”) to deliver currently owned shares of Common Stock or to have the
Company withhold shares of Common Stock, in each case having a value equal to the
minimum statutory amount required to be withheld under federal, state and local law. The
value of the shares to be delivered or withheld shall be based on the Fair Market Value of the
Common Stock on the date that the amount of tax to be withheld shall be determined (“Tax
Date”).
(b) Each Election must be made prior to the Tax Date. For participants who are not subject to
Section 16 of the 1934 Act, the Committee may disapprove of any Election, may suspend or
terminate the right to make Elections, or may provide with respect to any Incentive that the
right to make Elections shall not apply to such Incentive. If a participant makes an election
under Section 83(b) of the Code with respect to shares of restricted stock, an Election to have
shares withheld to satisfy withholding taxes is not permitted to be made.
13.6 No Continued Employment. No participant under the Plan shall have any right, solely based on his
or her participation in the Plan, to continue to serve as an employee, officer, director, consultant, or
advisor of the Company for any period of time or to any right to continue his or her present or any
other rate of compensation.
13.7 Deferral Permitted. Payment of an Incentive may be deferred at the option of the participant if
permitted in the Incentive Agreement. Any deferral arrangements shall comply with Section 409A of
the Code.
13.8 Amendments to or Termination of the Plan. The Board may amend or discontinue this Plan at any
time; provided, however, that no such amendment may:
(a) amend Section 6.5 or Section 7.6 to permit repricing of options or SARs without the approval
of shareholders;
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