CenturyLink 2015 Annual Report Download - page 95

of Common Stock provided in this Section 5 and the number of shares of Common Stock
subject to outstanding Incentives shall be equitably adjusted in proportion to the change in
outstanding shares of Common Stock. In addition, in the event of any such change in the
Common Stock, the Committee shall make any other adjustment that it determines to be
equitable, including adjustments to the exercise price of any option or the Base Price (defined
in Section 7.5) of any SAR and any per share performance objectives of any Incentive in order
to provide participants with the same relative rights before and after such adjustment.
(b) If the Company merges, consolidates, sells substantially all of its assets, or dissolves, and such
transaction is not a Change of Control as defined in Section 12 (each of the foregoing, a
“Fundamental Change”), then thereafter, upon any exercise or payout of an Incentive granted
prior to the Fundamental Change, the participant shall be entitled to receive (i) in lieu of
shares of Common Stock previously issuable thereunder, the number and class of shares of
stock or securities to which the participant would have been entitled pursuant to the terms of
the Fundamental Change if, immediately prior to such Fundamental Change, the participant
had been the holder of record of the number of shares of Common Stock subject to such
Incentive or (ii) in lieu of payments based on the Common Stock previously payable
thereunder, payments based on any formula that the Committee determines to be equitable in
order to provide participants with substantially equivalent rights before and after the
Fundamental Change. In the event any such Fundamental Change causes a change in the
outstanding Common Stock, the aggregate number of shares available under the Plan may be
appropriately adjusted by the Committee in its sole discretion, whose determination shall be
conclusive.
5.5 Type of Common Stock. Common Stock issued under the Plan may be authorized and unissued
shares or issued shares held as treasury shares.
6. Stock Options. A stock option is a right to purchase shares of Common Stock from CenturyLink. Stock
options granted under the Plan may be incentive stock options (as such term is defined in Section 422 of
the Code) or non-qualified stock options. Any option that is designated as a non-qualified stock option
shall not be treated as an incentive stock option. Each stock option granted by the Committee under this
Plan shall be subject to the following terms and conditions:
6.1 Price. The exercise price per share shall be determined by the Committee, subject to adjustment
under Section 5.4; provided that in no event shall the exercise price be less than the Fair Market
Value (as defined in Section 13.10) of a share of Common Stock as of the date of grant, except in the
case of a stock option granted in assumption of or substitution for an outstanding award of a
company acquired by the Company or with which the Company combines. In the event that an
option grant is approved by the Committee, but is to take effect on a later date, such as when
employment or service commences, such later date shall be the date of grant.
6.2 Number. The number of shares of Common Stock subject to the option shall be determined by the
Committee, subject to Section 5, including, but not limited to, any adjustment as provided in
Section 5.4.
6.3 Duration and Time for Exercise. The term of each stock option shall be determined by the
Committee, but shall not exceed a maximum term of ten years. Each stock option shall become
exercisable at such time or times during its term as determined by the Committee and provided for in
the Incentive Agreement. Notwithstanding the foregoing, the Committee may accelerate the
exercisability of any stock option at any time, in addition to the acceleration of stock options under
Section 12.
6.4 Manner of Exercise. A stock option may be exercised, in whole or in part, by giving written notice to
the Company, specifying the number of shares of Common Stock to be purchased. The exercise
notice shall be accompanied by the full purchase price for such shares. The option price shall be
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