CenturyLink 2015 Annual Report Download - page 93

APPENDIX A
to Proxy Statement
CENTURYLINK
2011 EQUITY INCENTIVE PLAN
If the proposal described under “Proposal to Approve an Amendment to our 2011 Equity Incentive Plan” is
adopted at the meeting, Section 5.3(c) (shown in bold face type below) will be added to the plan, which shall
thereafter read in its entirety as follows:
1. Purpose. The purpose of the CenturyLink 2011 Equity Incentive Plan (the “Plan”) is to increase
shareholder value and to advance the interests of CenturyLink, Inc. (“CenturyLink”) and its subsidiaries
(collectively, the “Company”) by furnishing stock-based economic incentives (the “Incentives”) designed
to attract, retain, reward, and motivate the Company’s key employees, officers, directors, consultants, and
advisors and to strengthen the mutuality of interests between such persons and CenturyLink’s shareholders.
Incentives consist of opportunities to purchase or receive shares of common stock, $1.00 par value per
share, of CenturyLink (the “Common Stock”) or cash valued in relation to Common Stock, on terms
determined under this Plan. As used in this Plan, the term “subsidiary” means any corporation, limited
liability company, or other entity of which CenturyLink owns (directly or indirectly) within the meaning of
Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”), 50% or more of the total
combined voting power of all classes of stock, membership interests, or other equity interests issued
thereby.
2. Administration.
2.1 Composition. This Plan shall generally be administered by the compensation committee of the Board
of Directors of CenturyLink (the “Board”) or by a subcommittee thereof (such administrator, as used
in this Plan, the “Committee”). The Committee shall consist of not fewer than two members of the
Board, each of whom shall qualify as (a) a “non-employee director” under Rule 16b-3 under the
Securities Exchange Act of 1934 (the “1934 Act”) or any successor rule and (b) an “outside director”
under Section 162(m) of the Code and the regulations thereunder (“Section 162(m)”).
2.2 Authority. The Committee shall have plenary authority to award Incentives under this Plan and to
enter into agreements with or provide notices to participants as to the terms of the Incentives
(collectively, the “Incentive Agreements”). The Committee shall have the general authority to
interpret this Plan, to establish any rules or regulations relating to this Plan that it determines to be
appropriate, and to make any other determination that it believes necessary or advisable for the
proper administration of this Plan. Committee decisions regarding matters relating to this Plan shall
be final, conclusive, and binding on the Company, participants, and all other interested persons. The
Committee may delegate its authority hereunder to the extent provided in Section 3.2.
3. Eligible Participants.
3.1 Eligibility. Key employees, officers, and directors of the Company and persons providing services as
consultants or advisors to the Company shall become eligible to receive Incentives under the Plan
when designated by the Committee.
3.2 Delegation of Authority to Chief Executive Officer. With respect to participants not subject to either
Section 16 of the 1934 Act or Section 162(m) of the Code, the Committee may delegate to the chief
executive officer of CenturyLink its authority to designate participants, to determine the size and
type of Incentives to be received by those participants, to determine any performance objectives for
these participants, and to approve or authorize the form of Incentive Agreement governing such
Incentives. Following any grants of Incentives pursuant to such delegated authority, the chief
executive officer of CenturyLink or any officer designated by him may exercise any powers of the
Committee under this Plan to accelerate vesting or exercise periods, to terminate restricted periods,
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