CenturyLink 2015 Annual Report Download - page 105

(b) materially impair, without the consent of the recipient, an Incentive previously granted, except
that the Company retains all of its rights under Section 12; or
(c) materially revise the Plan without the approval of the shareholders. A material revision of the
Plan includes (i) except for adjustments permitted herein, a material increase to the maximum
number of shares of Common Stock that may be issued through the Plan, (ii) a material
increase to the benefits accruing to participants under the Plan, (iii) a material expansion of the
classes of persons eligible to participate in the Plan, (iv) an expansion of the types of awards
available for grant under the Plan, (v) a material extension of the term of the Plan and (vi) a
material change that reduces the price at which shares of Common Stock may be offered
through the Plan.
13.9 Repurchase. Upon approval of the Committee, the Company may repurchase all or a portion of a
previously granted Incentive from a participant by mutual agreement by payment to the participant of
cash or Common Stock or a combination thereof with a value equal to the value of the Incentive
determined in good faith by the Committee; provided, however, that in no event will this section be
construed to grant the Committee the power to take any action in violation of Section 6.5, 7.6, or 13.13.
13.10 Definition of Fair Market Value. Whenever “Fair Market Value” of Common Stock shall be
determined for purposes of this Plan, except as provided below in connection with a cashless exercise
through a broker, it shall be determined as follows: (a) if the Common Stock is listed on an established
stock exchange or any automated quotation system that provides sale quotations, the closing sale price
for a share of the Common Stock on such exchange or quotation system on the date as of which fair
market value is to be determined, (b) if the Common Stock is not listed on any exchange or quotation
system, but bid and asked prices are quoted and published, the mean between the quoted bid and asked
prices on the date as of which fair market value is to be determined, and if bid and asked prices are not
available on such day, on the next preceding day on which such prices were available; and (c) if the
Common Stock is not regularly quoted, the fair market value of a share of Common Stock on the date
as of which fair market value is to be determined, as established by the Committee in good faith. In the
context of a cashless exercise through a broker, the “Fair Market Value” shall be the price at which the
Common Stock subject to the stock option is actually sold in the market to pay the option exercise
price. Notwithstanding the foregoing, if so determined by the Committee, “Fair Market Value” may be
determined as an average selling price during a period specified by the Committee that is within 30
days before or 30 days after the date of grant, provided that the commitment to grant the stock right
based on such valuation method must be irrevocable before the beginning of the specified period, and
such valuation method must be used consistently for grants of stock rights under the same and
substantially similar programs during any particular calendar year.
13.11 Liability.
(a) Neither CenturyLink, its affiliates or any of their respective directors or officers shall be liable
to any participant relating to the participant’s failure to (i) realize any anticipated benefit under
an Incentive due to the failure to satisfy any applicable conditions to vesting, payment or
settlement, including the failure to attain performance goals or to satisfy the conditions
specified in Section 11, or (ii) realize any anticipated tax benefit or consequence due to
changes in applicable law, the particular circumstances of the participant, or any other reason.
(b) No member of the Committee (or officer of the Company exercising delegated authority of the
Committee under Section 3 thereof) will be liable for any action or determination made in
good faith with respect to this Plan or any Incentive.
13.12 Interpretation.
(a) Unless the context otherwise requires, (i) all references to Sections are to Sections of this Plan,
(ii) the term “including” means including without limitation, (iii) all references to any
particular Incentive Agreement shall be deemed to include any amendments thereto or
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