CenturyLink 2015 Annual Report Download - page 79

Potential Termination Payments
The materials below discuss payments and benefits that our officers are eligible to receive if they (i) resign
or retire, (ii) are terminated by us, with or without cause, (iii) die or become disabled or (iv) become entitled to
termination benefits following a change of control of CenturyLink. The amounts actually paid to Ms. Puckett in
connection with the termination of her employment in 2015 are detailed below under “— Amounts Paid to
Former Executive.”
Notwithstanding the information appearing below, you should be aware that our officers have agreed to
forfeit their equity compensation awards (and profits derived therefrom) if they compete with us or engage in
other activity harmful to our interests while employed with us or within 18 months after termination. Certain
other compensation might also be recoverable by us under certain circumstances after termination of
employment. See “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to
Executive Compensation — Forfeiture of Prior Compensation” for more information.
Payments Made Upon All Terminations.Regardless of the manner in which our employees’ employment
terminates prior to a change of control, they are entitled to receive amounts earned during their term of
employment (subject to the potential forfeitures discussed above). With respect to each such terminated
employee, such amounts include his or her:
• salary and earned but unused vacation pay through the date of termination, payable immediately
following termination in cash
• annual incentive bonus, but only if such employee served for the entire bonus period or through the
date such bonus is payable (unless this service requirement is waived or more favorable treatment is
applicable in the case of retirement, death or disability)
• restricted stock that has vested
• benefits accrued and vested under our qualified and supplemental defined benefit pension plans, with
payouts generally occurring at early or normal retirement age
• vested account balance held in our qualified and supplemental defined contribution plans, which the
employee is generally free to receive at the time of termination
• rights to continued health care benefits to the extent required by law.
Payments Made Upon Voluntary or Involuntary Terminations.In addition to benefits described under the
heading immediately above, employees involuntarily terminated by us without cause prior to a change of control
are also entitled, subject to certain conditions, to:
• exercise all vested options within 190 days of the termination date
• accelerated vesting of all, or a portion of, unvested time-vested restricted stock if approved by our
Compensation Committee
• a cash severance payment in the amount described under “Compensation Discussion and Analysis —
Our Compensation Program Objectives and Components of Pay — Other Benefits — Severance
Benefits” plus the receipt of any short-term incentive bonus payable under their applicable bonus plan
and outplacement assistance benefits.
None of the benefits listed immediately above are payable if the employee resigns or is terminated for cause,
except that resigning employees are entitled to exercise their vested options within 190 days and employees
terminated for cause could request the Compensation Committee to accelerate their unvested time-vested
restricted stock (which is unlikely to be granted).
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