CenturyLink 2015 Annual Report Download - page 74

All shares of the relative performance-based restricted stock will vest if we perform at the “target”
performance level, which is attaining total shareholder return over the three-year performance period equal to the
50th percentile of the total shareholder return of the companies in a 26-company TSR peer group for the same
three-year period. Each named executive officer will receive a greater or lesser number of shares of relative
performance-based restricted stock depending on our actual total shareholder return in relation to that of the
26 TSR peer companies, as discussed further under “Compensation Discussion and Analysis — Our
Compensation Program Objectives and Components of Pay — Long-Term Equity Incentive Compensation.”
None of the shares of absolute performance-based restricted stock will vest unless we attain at least a 6%
operating cash flow annual return on average assets during the performance period. If we do, all shares of the
absolute performance-based restricted stock will vest if we attain the “target” amount of our consolidated legacy
and strategic revenue (as defined in our federal securities law reports) over the three-year performance period.
This target amount of such revenue over this three-year period will equal the sum of (i) the amounts of targeted
legacy and strategic revenue for 2015 and 2016 as determined by the Committee in early 2015 and 2016,
respectively, and (ii) the amount of targeted legacy and strategic revenue for 2017 to be determined by the
Committee in early 2017. Each named executive officer will receive a greater or lesser number of shares of
absolute performance-based restricted stock depending on our actual absolute revenues over the performance
period, as discussed further under “Compensation Discussion and Analysis — Our Compensation Program
Objectives and Components of Pay — Long-Term Equity Incentive Compensation.”
Any contingent right of a named executive officer to receive more than the number of shares actually
granted on February 23, 2015 are treated by us as restricted stock units under the terms of the CenturyLink 2011
Equity Incentive Plan.
Other Terms. All dividends related to shares of the above-described time-vested and performance-based
restricted stock will be paid to the holder only upon the vesting of such shares. Unless and until forfeited, these
shares may be voted by the named executive officers.
All of these above-described restricted shares are subject to forfeiture if the officer competes with us or
engages in certain other activities harmful to us, all as specified further in the forms of incentive agreements that
we have filed with the SEC. See “— Potential Termination Payments.”
For additional information about our grants of time-vested restricted stock, relative performance-based
restricted stock (including the 26-company TSR peer group referred to above) and absolute performance-based
restricted stock, see “Compensation Discussion and Analysis — Our Compensation Program Objectives and
Components of Pay — Long-Term Equity Incentive Compensation.”
Outstanding Awards. The table below summarizes information on stock options and unvested restricted
stock outstanding at December 31, 2015.
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