CenturyLink 2015 Annual Report Download - page 97

7.2 Number. Each SAR granted to any participant shall relate to such number of shares of Common
Stock as shall be determined by the Committee, subject to adjustment as provided in Section 5.4.
7.3 Duration and Time for Exercise. The term of each SAR shall be determined by the Committee, but
shall not exceed a maximum term of ten years. Each SAR shall become exercisable at such time or
times during its term as shall be determined by the Committee and provided for in the Incentive
Agreement. Notwithstanding the foregoing, the Committee may accelerate the exercisability of any
SAR at any time in its discretion in addition to the acceleration of SARs under Section 12.
7.4 Exercise. A SAR may be exercised, in whole or in part, by giving written notice to the Company,
specifying the number of SARs that the holder wishes to exercise. The date that the Company
receives such written notice shall be referred to herein as the “Exercise Date.” The Company shall,
within 30 days of an Exercise Date, deliver to the exercising holder certificates for the shares of
Common Stock to which the holder is entitled pursuant to Section 7.5 or cash or both, as provided in
the Incentive Agreement.
7.5 Payment.
(a) The number of shares of Common Stock which shall be issuable upon the exercise of a SAR
payable in Common Stock shall be determined by dividing:
(i) the number of shares of Common Stock as to which the SAR is exercised, multiplied by
the amount of the appreciation in each such share (for this purpose, the “appreciation”
shall be the amount by which the Fair Market Value (as defined in Section 13.10) of a
share of Common Stock subject to the SAR on the trading day prior to the Exercise Date
exceeds the “Base Price,” which is an amount, not less than the Fair Market Value of a
share of Common Stock on the date of grant, which shall be determined by the
Committee at the time of grant, subject to adjustment under Section 5.4); by
(ii) the Fair Market Value of a share of Common Stock on the Exercise Date.
(b) No fractional shares of Common Stock shall be issued upon the exercise of a SAR; instead, the
holder of a SAR shall be entitled to purchase the portion necessary to make a whole share at
its Fair Market Value on the Exercise Date.
(c) If so provided in the Incentive Agreement, a SAR may be exercised for cash equal to the Fair
Market Value of the shares of Common Stock that would be issuable under Section 7.5(a), if
the exercise had been for Common Stock.
7.6 Limitations on Repricing. Except for adjustments pursuant to Section 5.4 or actions permitted to be
taken by the Committee under Section 12 in the event of a Change of Control, unless approved by
the shareholders of the Company, (a) the Base Price for any outstanding SAR granted under this Plan
may not be decreased after the date of grant; and (b) an outstanding SAR that has been granted under
this Plan may not, as of any date that such SAR has a Base Price that is greater than the then-current
Fair Market Value of a share of Common Stock, be surrendered to the Company as consideration for
the grant of a new option or SAR with a lower exercise price, shares of restricted stock, restricted
stock units, an Other Stock-Based Award, a cash payment, or Common Stock.
8. Restricted Stock.
8.1 Grant of Restricted Stock. The Committee may award shares of restricted stock to such eligible
participants as determined pursuant to the terms of Section 3. An award of restricted stock shall be
subject to such restrictions on transfer and forfeitability provisions and such other terms and
conditions, including the attainment of specified performance goals, as the Committee may
determine, subject to the provisions of the Plan. To the extent restricted stock is intended to qualify
as “performance-based compensation” under Section 162(m), it must be granted subject to the
attainment of performance goals as described in Section 11 below and meet the additional
requirements imposed by Section 162(m).
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