CenturyLink 2015 Annual Report Download - page 34

If our shareholders approve the Plan Proposal at the meeting, the Plan, as amended, will limit the maximum
value of Incentives that may be granted under the Plan to each non-employee director of CenturyLink during a
single calendar year to $500,000.
For purposes of determining the maximum number of Common Shares available for delivery under the Plan,
shares that are not delivered because an Incentive is forfeited, canceled, or settled in cash will not be counted.
With respect to stock appreciation rights paid in shares, all shares to which the stock appreciation rights relate are
counted against Plan limits, rather than the net number of shares delivered upon exercise of the stock
appreciation rights.
Proportionate adjustments will be made to all of the share limitations provided in the Plan, including shares
subject to outstanding Incentives, in the event of any recapitalization, reclassification, stock dividend, stock split,
combination of shares, or other comparable change in our Common Shares, and the terms of any Incentive will
be adjusted to the extent appropriate to provide participants with the same relative rights before and after the
occurrence of any such event.
Modifications to the Plan. Our Board may amend or discontinue the Plan at any time. However, our
shareholders must approve any amendment to the Plan that would:
• materially increase the number of Common Shares that may be issued through the Plan,
• materially increase the benefits accruing to participants,
• materially expand the classes of persons eligible to participate,
• expand the types of awards available for grant,
• materially extend the term of the Plan,
• materially reduce the price at which Common Shares may be offered through the Plan, or
• permit the repricing of an option or stock appreciation right.
Duration of the Plan. No Incentives may be granted under the Plan after May 18, 2021.
Types of Incentives. Each of the types of Incentives that may be granted under the Plan is described below.
Stock Options. A stock option is a right to purchase Common Shares from CenturyLink. The Committee
will determine the number and exercise price of the options, and the time or times that the options become
exercisable, provided that the option exercise price may not be less than the fair market value of a Common
Share on the date of grant, except for an option granted in substitution of an outstanding award in an acquisition.
The term of an option will also be determined by the Committee, but may not exceed ten years. The Committee
may accelerate the exercisability of any stock option at any time. As noted above, the Committee may not,
without the prior approval of our shareholders, decrease the exercise price for any outstanding option after the
date of grant. In addition, an outstanding option may not, as of any date that the option has a per share exercise
price that is greater than the then-current fair market value of a Common Share, be surrendered to us as
consideration for the grant of a new option with a lower exercise price, another Incentive, a cash payment, or
Common Shares, unless approved by our shareholders. Incentive stock options will be subject to certain
additional requirements necessary in order to qualify as incentive stock options under Section 422 of the Code.
The option exercise price may be paid:
• in cash or by check,
• in Common Shares,
• through a “cashless” exercise arrangement with a broker approved by CenturyLink,
23