CenturyLink 2015 Annual Report Download - page 103

(d) For the purposes of conversions or exchanges under paragraph (iii) of Section 12(c), the
“Change of Control Value” shall equal the amount determined by whichever of the following
items is applicable:
(i) the per share price to be paid to holders of Common Stock in any such merger,
consolidation or other reorganization,
(ii) the price per share offered to holders of Common Stock in any tender offer or exchange
offer whereby a Change of Control takes place, or
(iii) in all other events, the fair market value of a share of Common Stock, as determined by
the Committee as of the time determined by the Committee to be immediately prior to
the effective time of the conversion or exchange.
(e) In the event that the consideration offered to shareholders of CenturyLink in any transaction
described in this Section 12 consists of anything other than cash, the Committee shall
determine the fair cash equivalent of the portion of the consideration offered that is other than
cash.
13. General.
13.1 Duration. No Incentives may be granted under the Plan after May 18, 2021; provided, however, that
subject to Section 13.8, the Plan shall remain in effect after such date with respect to Incentives
granted prior to that date, until all such Incentives have either been satisfied by the issuance of shares
of Common Stock or otherwise been terminated under the terms of the Plan and all restrictions
imposed on shares of Common Stock in connection with their issuance under the Plan have lapsed.
13.2 Transferability.
(a) No Incentives granted hereunder may be transferred, pledged, assigned, or otherwise
encumbered by a participant except:
(i) by will;
(ii) by the laws of descent and distribution;
(iii) if permitted by the Committee and so provided in the Incentive Agreement or an
amendment thereto, pursuant to a domestic relations order, as defined in the Code; or
(iv) as to options only, if permitted by the Committee and so provided in the Incentive
Agreement or an amendment thereto, (i) to Immediate Family Members (as defined in
Section 13.2(b)); (ii) to a partnership in which the participant and/or Immediate Family
Members, or entities in which the participant and/or Immediate Family Members are the
sole owners, members, or beneficiaries, as appropriate, are the sole partners; (iii) to a
limited liability company in which the participant and/or Immediate Family Members,
or entities in which the participant and/or Immediate Family Members are the sole
owners, members, or beneficiaries, as appropriate, are the sole members; or (iv) to a
trust for the sole benefit of the participant and/or Immediate Family Members.
(b) “Immediate Family Members” shall be defined as the spouse and natural or adopted children
or grandchildren of the participant and their spouses. To the extent that an incentive stock
option is permitted to be transferred during the lifetime of the participant, it shall be treated
thereafter as a nonqualified stock option. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of Incentives, or levy of attachment or similar process upon
Incentives not specifically permitted herein, shall be null and void and without effect.
13.3 Effect of Termination of Employment or Death. In the event that a participant ceases to be an
employee of the Company or to provide services to the Company for any reason, including death,
disability, early retirement or normal retirement, any Incentives may be exercised, shall vest or shall
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