CenturyLink 2015 Annual Report Download - page 39

parachute payment,” with respect to any employee, is the excess of the parachute payments to such person, in the
aggregate, over and above such person’s base amount. If the amounts received by an employee upon a change of
control are characterized as parachute payments, the employee will be subject to a 20% excise tax on the excess
parachute payment and we will be denied any deduction with respect to such excess parachute payment.
The foregoing discussion summarizes the federal income tax consequences of Incentives that may be
granted under the Plan based on current provisions of the Code, which are subject to change. This summary does
not cover any foreign, state, or local tax consequences.
Equity Compensation Plan Information
The following table provides information as of December 31, 2015 about our equity compensation plans
under which Common Shares are authorized for issuance:
Plan Category
(a)
Number of
securities to be
issued upon
exercise of
outstanding
options
and rights
(b)
Weighted-average
exercise price of
outstanding
options
and rights
(c)
Number of securities
remaining available for
future issuance under
plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by shareholders . . . 1,731,186(1) $44.43(2) 20,759,094
Equity compensation plans not approved by
shareholders(3) ................................. 2,640,563 $38.07 —
Totals ......................................... 4,371,749(1) $39.67(2) 20,759,094
(1) These amounts include restricted stock units, which represent the difference between the number of shares
of restricted stock subject to market conditions granted at target and the maximum possible payout for these
awards. Depending on performance, the actual share payout of these awards may range between 0-200% of
target.
(2) The amounts in column (a) include restricted stock units, which do not have an exercise price.
Consequently, those awards were excluded from the calculation of this exercise price.
(3) These amounts represent common shares to be issued upon exercise of options that were assumed in
connection with certain acquisitions.
Vote Required
Approval of this Plan Proposal requires the affirmative vote of the holders of at least a majority of the votes
cast on the proposal at the meeting.
The Board unanimously recommends a vote FOR this Plan Proposal.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Item 4 on Proxy or Voting Instruction Card)
Each year we provide our shareholders the opportunity to vote on a non-binding, advisory resolution to
approve the compensation of our named executive officers as disclosed in our annual proxy statements pursuant
to the rules of the SEC.
Under our executive compensation programs, our named executive officers are rewarded for achieving
specific annual and long-term goals, as well as increased shareholder value. We believe this structure aligns
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