CenturyLink 2015 Annual Report Download - page 61

Under these agreements, change of control benefits are payable to our executive officers if within a certain
specified period following a change in control (referred to as the “protected period”) the officer is terminated
without cause or resigns with “good reason,” which is defined to include a diminution of responsibilities, an
assignment of inappropriate duties, and a transfer of the officer exceeding 50 miles. We have filed with the SEC
copies of our change of control agreements.
The table below shows (i) the length of the “protected period” afforded to officers following a change of
control and (ii) the multiple of salary and bonus payment and years of welfare benefits to which officers will be
entitled if change of control benefits become payable under our agreements and related policies:
Protected
Period
Multiple of
Annual Cash
Compensation
Years of
Welfare
Benefits
CEO................................ 2years 3 times 3 years
Other Executives ...................... 1.5years 2 times 2 years
Other Officers ........................ 1year 1 time 1 year
For more information on change of control arrangements applicable to our executives, including our
rationale for providing these benefits, see “Executive Compensation — Potential Termination Payments —
Payments Made Upon a Change of Control.” For information on change of control severance benefits payable to
our junior officers and managers, see “— Severance Benefits” in the next subsection below.
Severance Benefits. Our executive severance plan provides cash severance payments equal to two years of
total targeted cash compensation (defined as salary plus the targeted amount of annual incentive bonus) for our
CEO or one year of total targeted cash compensation for any other senior officer in the event that the senior
officer is involuntarily terminated by us without cause in the absence of a change of control.
Payments to senior officers terminated in connection with a change of control are separately governed by
the change of control arrangements discussed immediately above under the heading “— Change of Control
Arrangements.”
Under our executive severance plan, subject to certain conditions and exclusions, more junior officers or
managers receive certain specified cash payments and other benefits if they are either (i) involuntarily terminated
without cause in the absence of a change of control or (ii) involuntarily terminated without cause or resign with
good reason in connection with a change of control. Our full-time non-union employees not covered by our
executive severance plan may, subject to certain conditions, be entitled to certain specified cash severance in
connection with certain qualifying terminations.
In 2012, we adopted a policy requiring us to seek shareholder approval of any future senior executive
severance agreements providing for cash payments, perquisites and accelerated health or welfare benefits with a
value greater than 2.99 times the sum of the executive’s base salary plus target bonus.
Perquisites. Officers are entitled to be reimbursed for the cost of an annual physical examination, plus
related travel expenses.
Our aircraft usage policy permits the CEO to use our aircraft for personal travel without reimbursing us, and
permits each other executive officer to use our aircraft for up to $10,000 per year in personal travel without
reimbursing us. In all such cases, personal travel is permitted only if aircraft is available and not needed for
superseding business purposes. Each year the Compensation Committee receives a report on the personal use of
aircraft by senior management, and determines whether or not to alter our aircraft usage policy. In connection
with electing to retain this policy, the Committee has determined that the policy (i) provides valuable and cost-
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