CenturyLink 2015 Annual Report Download - page 73

(1) Each of these awards was granted on February 23, 2015 with respect to each named officer.
(2) These columns provide information on the potential bonus payouts approved with respect to 2015
performance. For information on the actual amounts paid based on 2015 performance criteria, see the
column of the Summary Compensation Table labeled “Non-Equity Incentive Plan Compensation.” As
described further herein, the failure to meet the “threshold” level of performance would result in no annual
bonus payment.
(3) Represents the relative performance awards and absolute performance awards granted on February 23, 2015
to each named executive, as described in greater detail below.
(4) Represents the time-vested awards granted in 2015 to each named executive, as described in greater detail
below.
(5) Calculated in accordance with FASB ASC Topic 718 in the manner described in note 1 to the Summary
Compensation Table above.
(6) As noted in note 6 to the Summary Compensation Table appearing above, Ms. Puckett has forfeited all of
the 2015 awards reflected in this table.
Terms of 2015 Restricted Stock Awards. The restricted stock issued to our executive officers in 2015
consisted of awards of:
• time-vested restricted stock
• performance-based restricted stock, the ultimate payout of which will be based on our total shareholder
return relative to the peer group referred to below (“relative performance-based restricted stock”)
• performance-based restricted stock, the ultimate payout of which will be based on our attainment of the
absolute financial goals described below (“absolute performance-based restricted stock” and,
collectively with the relative performance-based restricted stock, the “performance-based restricted
stock”).
Vesting. For each named officer, the shares of time-vested restricted stock awarded in 2015 will vest in
three equal installments on February 23 of 2016, 2017 and 2018, subject to the named officer’s continued
employment with us. For each named officer, the shares of their 2015 performance-based restricted stock will,
subject to their continued employment, vest on February 23, 2018, but only upon attaining the performance goals
specified below with respect to the period between January 1, 2015 and December 31, 2017 (the “performance
period”).
In addition to the vesting described above, all of the shares of the time-vested restricted stock and
performance-based restricted stock awarded in 2015 also vest upon the death or disability of the named officer,
and some or all of these shares may under certain circumstances vest or remain subject to future vesting upon the
retirement of the named officer at his or her early or normal retirement age. In addition, upon certain terminations
of employment following a change of control of the Company, the shares of the 2015 time-vested restricted stock
will vest and the shares of the 2015 performance-based restricted stock will remain subject to future vesting, all
as described in greater detail below under “— Potential Termination Payments.” The vesting terms for our
outstanding restricted stock granted in earlier years is substantially the same as noted above.
Shares Issuable Under Performance-Based Restricted Stock. In the preceding “Grants of Plan-Based
Awards” table, the number of performance-based restricted shares listed under the “target” column for each
named executive officer represents the number of shares actually granted to that officer that will vest if we
perform at the targeted performance level. Generally speaking, the actual number of shares of performance-based
restricted stock that will vest will depend upon whether our relative and absolute performance over the
performance period is less than, equal to or more than the relative and absolute targets established by the
Committee in connection with granting these awards.
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