CenturyLink 2015 Annual Report Download - page 81

The above-referenced agreements provide the benefits described above if we terminate the officer’s
employment without cause or the officer resigns with “good reason,” which we describe further under the
heading “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of
Pay — Other Benefits — Change of Control Arrangements.” We have filed copies or forms of these agreements
with the SEC.
Participants in our supplemental defined benefit plan whose service is terminated within two years of the
change in control of CenturyLink will receive a cash payment equal to the present value of their plan benefits
(after providing age and service credits of up to three years if the participant is terminated by us without cause or
resigns with “good reason”), determined in accordance with actuarial assumptions specified in the plan. Certain
account balances under our qualified retirement plans will also fully vest upon a change of control of
CenturyLink.
Under the terms of our 2011 Equity Incentive Plan, incentives granted thereunder will not vest, accelerate,
become exercisable or be deemed fully paid unless otherwise provided in a separate agreement, plan or
instrument. None of our equity award agreements since 2011 have provided for any such accelerated recognition
of benefits solely upon a change of control. Instead, our current award agreements provide that any holder of
incentives who is terminated by us or our successor without cause or resigns with good reason following a
change of control will be entitled to receive full vesting of his or her time-vested restricted shares and continued
rights under his or her performance-based restricted shares (on the same terms as if he or she had not been
terminated).
We believe the above-described change of control benefits enhance shareholder value because:
• prior to a takeover, these protections help us to recruit and retain talented officers and to help maintain
the productivity of our workforce by alleviating concerns over economic security, and
• during or after a takeover, these protections (i) help our personnel, when evaluating a possible business
combination, to focus on the best interests of CenturyLink and its shareholders, and (ii) reduce the risk
that personnel will accept job offers from competitors during takeover discussions.
Estimated Potential Termination Payments. The table below provides estimates of the value of payments
and benefits that would become payable if our current named executives were terminated in the manner
described below, in each case based on various assumptions, the most significant of which are described in the
table’s notes.
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