CenturyLink 2015 Annual Report Download - page 94

to waive compliance with specified provisions, or to otherwise make determinations contemplated
hereunder with respect to those participants; provided, however, that (a) the chief executive officer
may only grant options at a per share exercise price equal to or greater than the Fair Market Value
(as defined in Section 13.10) of a share of Common Stock on the later of the date the officer
approves such grant or the date the participant commences employment and (b) the Committee
retains sole authority to make any of the determinations set forth in Section 5.4, 13.10 or Section 12
of this Plan.
4. Types of Incentives. Incentives may be granted under this Plan to eligible participants in the forms of
(a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights (“SARs”),
(d) restricted stock, (e) restricted stock units (“RSUs”), and (f) Other Stock-Based Awards (as defined in
Section 10).
5. Shares Subject to the Plan.
5.1 Number of Shares. Subject to adjustment as provided in Section 5.4, the maximum number of shares
of Common Stock that may be delivered to participants and their permitted transferees under this
Plan shall be 30,000,000.
5.2 Share Counting. Subject to adjustment as provided in Section 5.4:
(a) Restricted stock, RSUs, and Other Stock-Based Awards with respect to a maximum of
1,500,000 shares of Common Stock may be granted over the term of the Plan to officers,
employees, consultants, or advisors without compliance with the minimum vesting periods
provided in Sections 8.2, 9.2, and 10.2.
(b) The maximum number of shares of Common Stock that may be issued upon exercise of stock
options intended to qualify as incentive stock options under Section 422 of the Code shall be
30,000,000.
(c) To the extent any shares of Common Stock covered by a stock option or SAR are not
delivered to a participant or permitted transferee because the Incentive is forfeited or canceled,
or shares of Common Stock are not delivered because an Incentive is paid or settled in cash,
such shares shall not be deemed to have been delivered for purposes of determining the
maximum number of shares of Common Stock available for delivery under this Plan. In the
event that shares of Common Stock are issued as an Incentive and thereafter are forfeited or
reacquired by the Company pursuant to rights reserved upon issuance thereof, such forfeited
and reacquired shares may again be issued under the Plan.
5.3 Participant Limits. Subject to adjustment as provided in Section 5.4, the following additional
limitations are imposed under the Plan:
(a) The maximum number of shares of Common Stock that may be covered by Incentives granted
under the Plan to any one individual during any calendar year shall be 600,000.
(b) The maximum value of an Other Stock-Based Award that is valued in dollars (whether or not
paid in Common Stock) scheduled to be paid out to any one participant in any calendar year
shall be $2,000,000.
(c) The maximum value of Incentives that may be granted under the Plan to each non-
employee director of CenturyLink during any single calendar year shall be $500,000,
with any shares granted under such Incentives valued at Fair Market Value on the date
of grant.
5.4 Adjustment.
(a) In the event of any recapitalization, reclassification, stock dividend, stock split, combination of
shares or other comparable change in the Common Stock, all limitations on numbers of shares
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