CenturyLink 2015 Annual Report Download - page 102

partnership or limited partnership) for the purpose of acquiring, holding, or disposing of a security, except
that “person” shall not include an underwriter temporarily holding a security pursuant to an offering of the
security.
(b) Subject to Section 12(c), upon a Change of Control all outstanding Incentives granted pursuant
to this Plan shall remain outstanding in accordance with their terms; provided however, that
the Company may provide in writing in the applicable Incentive Agreement, a change of
control agreement or plan, or any other written instrument that, upon the occurrence of a
Change of Control and any such other events as may be specified in such agreement, plan, or
instrument, all or certain outstanding Incentives granted pursuant to the Plan shall become
fully vested and exercisable, all restrictions or limitations on such Incentives shall
automatically lapse and all performance criteria and other conditions relating to the payment
of such Incentives shall be deemed to be achieved at the target level without the necessity of
action by any person.
(c) No later than 30 days after a Change of Control of the type described in subsections (a)(i) or
(a)(ii) of this Section 12 and no later than 30 days after the approval by the Board of a Change
of Control of the type described in subsections (a)(iii) or (a)(iv) of this Section 12, the
Committee, acting in its sole discretion without the consent or approval of any participant (and
notwithstanding any removal or attempted removal of some or all of the members thereof as
directors or Committee members), may act to effect one or more of the alternatives listed
below, which may vary among individual participants and which may vary among Incentives
held by any individual participant; provided, however, that no such action may be taken if it
would result in the imposition of a penalty on the participant under Section 409A of the Code
as a result thereof:
(i) require that all outstanding options, SARs or Other Stock-Based Awards be exercised on
or before a specified date (before or after such Change of Control) fixed by the
Committee, after which specified date all unexercised options, SARs and Other Stock-
Based Awards and all rights of participants thereunder would terminate,
(ii) make such equitable adjustments to Incentives then outstanding as the Committee deems
appropriate to reflect such Change of Control and provide participants with substantially
equivalent rights before and after such Change of Control (provided, however, that the
Committee may determine in its sole discretion that no adjustment is necessary),
(iii) provide for mandatory conversion or exchange of some or all of the outstanding options,
SARs, restricted stock units or Other Stock-Based Awards held by some or all
participants as of a date, before or after such Change of Control, specified by the
Committee, in which event such Incentives would be deemed automatically cancelled
and the Company would pay, or cause to be paid, to each such participant an amount of
cash per share equal to the excess, if any, of the Change of Control Value of the shares
subject to such option, SAR, restricted stock unit or Other Stock-Based Award, as
defined and calculated below, over the per share exercise price or Base Price of such
Incentive or, in lieu of such cash payment, the issuance of Common Stock or securities
of an acquiring entity having a Fair Market Value equal to such excess, or
(iv) provide that thereafter, upon any exercise or payment of an Incentive that entitles the
holder to receive Common Stock, the holder shall be entitled to purchase or receive
under such Incentive, in lieu of the number of shares of Common Stock then covered by
such Incentive, the number and class of shares of stock or other securities or property
(including cash) to which the holder would have been entitled pursuant to the terms of
the agreement providing for the reorganization, share exchange, merger, consolidation
or asset sale, if, immediately prior to such Change of Control, the holder had been the
record owner of the number of shares of Common Stock then covered by such Incentive.
A-10