CenturyLink 2015 Annual Report Download - page 100

10.2 Limitations. Other Stock-Based Awards granted under this Section 10 shall be subject to a minimum
vesting period of three years, with incremental vesting of portions of the award over the three-year
period permitted, with the following exceptions:
(a) If the vesting of the award is based upon the attainment of performance goals as described in
Section 11, the award shall be subject to a minimum vesting period of one year.
(b) No minimum vesting period applies to grants to non-employee directors, to grants issued in
payment of cash amounts earned under the Company’s annual incentive plan, or to grants
made under Section 5.2(a).
11. Performance Goals for Section 162(m) Awards.
11.1 Qualification as “Performance-based.” To the extent that shares of restricted stock, RSUs, or Other
Stock-Based Awards granted under the Plan are intended to qualify as “performance-based
compensation” under Section 162(m), the vesting, grant, or payment of such awards shall be
conditioned on the achievement of one or more performance goals specified below and must satisfy
the other requirements of Section 162(m).
11.2 Performance Goals. The performance goals pursuant to which such awards shall vest, be granted or
be paid out shall be any or a combination of the following performance measures applied to the
Company or one or more of its divisions, subsidiaries, or lines of business:
(a) return on equity, cash flow, assets, or investment;
(b) shareholder return;
(c) target levels of, or changes in, revenues, operating income, cash flow, cash provided by
operating activities, earnings, or earnings per share;
(d) achievement of business or operational goals such as market share, customer growth, customer
satisfaction, new product or services revenue, or business development;
(e) strategic business criteria, consisting of one or more objectives based on meeting specified
revenue, market share, market penetration, or geographic business expansion goals,
objectively-identified project milestones, production volume levels, costs targets, and goals
relating to acquisitions or divestitures; or
(f) an economic value added measure.
11.3 Measurement; Pre-approved Adjustments. For any performance period, such performance objectives
may be measured on an absolute basis or relative to a group of peer companies selected by the
Committee, relative to internal goals or relative to levels attained in prior years. At the time it sets
performance goals, the Committee may define cash flow, revenues, and the other terms listed above
as it sees fit. The performance goals may be subject to such adjustments as are specified in advance
by the Committee in accordance with Section 162(m).
12. Change of Control.
(a) A Change of Control shall mean:
(i) the acquisition by any person of beneficial ownership of 30% or more of the outstanding
shares of the Common Stock or 30% or more of the combined voting power of
CenturyLink’s then outstanding securities entitled to vote generally in the election of
directors; provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control:
(A) any acquisition (other than a Business Combination (as defined below) which
constitutes a Change of Control under Section 12(a)(iii) hereof) of Common Stock
directly from the Company,
A-8