CenturyLink 2015 Annual Report Download - page 80

Payments Made Upon Retirement.Employees who retire in conformity with our retirement plans and
policies are entitled, subject to certain conditions, to:
• exercise all of their options, all of which accelerate upon retirement, within three years of their
retirement date
• accelerated vesting of all, or a portion of, unvested time-vested restricted stock if approved by our
Compensation Committee
• payment of their annual incentive bonus or a pro rata portion thereof, depending on their retirement
date
• post-retirement life, health and welfare benefits
• all of the benefits described under the heading “— Payments Made Upon All Terminations.”
In addition, an employee who retires from the Company will continue to vest in his or her unvested performance-
based restricted stock for the remainder of the applicable performance period. If the employee takes early
retirement, this continued vesting opportunity only applies to a reduced pro rata number of unvested shares,
based on the number of days he or she was employed during the performance period.
Payments Made Upon Death or Disability.Upon death or disability, officers (or their estates) are generally
entitled to (without duplication of benefits):
• payments under our disability or life insurance plans, as applicable
• exercise all of their options, all of which accelerate upon death or disability, within two years
• keep all of their time-vested restricted stock, whether vested or unvested
• payment of their annual incentive bonus or a pro rata portion thereof, depending on their date of death
or disability
• continued rights to receive (i) life, health and welfare benefits at early or normal retirement age, in the
event of disabilities of employees with ten years of prior service, or (ii) health and welfare benefits
payable to surviving eligible dependents, in the event of death of employees meeting certain age and
service requirements
• all of the benefits described under the heading “— Payments Made Upon All Terminations,” except
that (i) upon death benefits under our retirement plans are generally available only to surviving spouses
and (ii) benefits payable to mentally disabled employees under our nonqualified defined benefit
retirement plans may be paid prior to retirement age.
Payments Made Upon a Change of Control.We have entered into agreements that entitle each of our
executive officers who are terminated without cause or resign under certain specified circumstances within
certain specified periods following any change in control of CenturyLink to (i) receive a lump sum cash
severance payment equal to a multiple of such officer’s annual cash compensation (defined as salary plus the
average annual incentive bonus over the past three years), (ii) receive such officer’s currently pending bonus or
pro rata portion thereof, depending on the date of termination, and (iii) continue to receive, subject to certain
exceptions, certain welfare benefits for certain specified periods. See “Compensation Discussion and Analysis —
Our Compensation Program Objectives and Components of Pay — Other Benefits — Change of Control
Arrangements” for a description of the benefits under our change of control agreements.
Under CenturyLink’s above-referenced agreements, a “change in control” of CenturyLink would be deemed
to occur upon (i) any person (as defined in the Securities Exchange Act of 1934) becoming the beneficial owner
of 30% or more of the outstanding Common Shares, (ii) a majority of our directors being replaced,
(iii) consummation of certain mergers, substantial asset sales or similar business combinations, or (iv) approval
by the shareholders of a liquidation or dissolution of CenturyLink.
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