CenturyLink 2015 Annual Report Download - page 60

performance period is negative and our intent to comply with Section 162(m) of the Internal Revenue Code) with
respect to certain aspects our executive compensation, see the preceding discussion in this Compensation
Discussion and Analysis and “Executive Compensation — Incentive Compensation and Other Awards.”
Dividends. Since 2011, all dividends paid with respect to restricted stock awards have been payable to the
recipient only upon the vesting of the award.
Recent Actions. At its February 2016 meeting, the Committee granted equity awards on terms similar to the
awards granted to them in 2015. The Committee elected to grant equity awards for our named executive officers,
other than Mr. Hussain, at substantially the same amounts granted to them in 2015. The Committee elected to
increase the equity award amount granted to Mr. Hussain in recognition of his performance demonstrated in
2015.
Compensation Paid to our Former Executive Officer
The employment of Ms. Puckett, our former President, Global Markets, ended effective August 31,
2015. Under the terms of our STI program, Ms. Puckett, who was then eligible for early retirement, earned a
prorated annual incentive bonus for 2015 based on actual performance. In addition to the compensation she
earned while an employee and amounts or broad-based benefits paid or payable to her under our existing
programs, the Committee determined that she qualified for payments under our executive severance plan (which
is described in greater detail under “— Other Benefits — Severance Benefits” below). In addition to these
contractual rights, the Committee also approved certain changes to her outstanding equity awards. Specifically,
the Committee accelerated the vesting of her fiscal 2013 and 2014 shares of time-based restricted stock (10,167
and 21,033 shares, respectively), effective on her termination date. With respect to her performance-based
restricted stock, Ms. Puckett continues to hold those awards granted to her in fiscal 2013 and 2014 (30,501 and
47,325 shares, respectively), which remain subject to their original performance conditions. Ms. Puckett’s
remaining equity awards, which were granted to her in fiscal 2015, were forfeited upon her termination of
employment, excluding her nine-year old options that currently have no intrinsic value.
Other Benefits
As a final component of executive compensation, we provide a broad array of benefits designed to be
competitive, in the aggregate, with similar benefits provided by our peers. We summarize these additional
benefits below.
Retirement Plans. We maintain one or more traditional qualified defined benefit retirement plans for most
of our employees who meet certain eligibility requirements, plus one or more traditional qualified defined
contribution 401(k) plans for a similar group of our employees. With respect to these qualified plans, we
maintain nonqualified plans that permit our officers to receive or defer supplemental amounts in excess of
federally-imposed caps that limit the amount of benefits highly-compensated employees are entitled to receive
under qualified plans. Additional information regarding our retirement plans is provided in the tables and
accompanying discussion included below under the heading “Executive Compensation.”
Change of Control Arrangements. We have agreed to provide cash and other severance benefits to each of
our executive officers who is terminated under certain specified circumstances following a change of control of
CenturyLink. If triggered, benefits under these change of control agreements include payment of (i) a lump sum
cash severance payment equal to a multiple of the officer’s annual cash compensation, (ii) the officer’s annual
bonus, based on actual performance and the portion of the year served, (iii) certain welfare benefits are continued
for a limited period, and (iv) the value or benefit of any long-term equity incentive compensation, if and to the
extent that the exercisability, vesting or payment thereof is accelerated or otherwise enhanced upon a change of
control pursuant to the terms of any applicable long-term equity incentive compensation plan or agreement.
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