CenturyLink 2015 Annual Report Download - page 98

8.2 The Restricted Period. At the time an award of restricted stock is made, the Committee shall
establish a period of time during which the transfer of the shares of restricted stock shall be restricted
and after which the shares of restricted stock shall be vested (the “Restricted Period”). Each award of
restricted stock may have a different Restricted Period. The Restricted Period shall be a minimum of
three years with incremental vesting of portions of the award over the three-year period permitted,
with the following exceptions:
(a) If the vesting of the shares of restricted stock is based upon the attainment of performance
goals as described in Section 11, the Restricted Period shall be a minimum of one year.
(b) No minimum Restricted Period applies to grants to non-employee directors, to grants issued in
payment of cash amounts earned under the Company’s annual incentive plan, or to grants
made under Section 5.2(a).
8.3 Escrow. The participant receiving restricted stock shall enter into an Incentive Agreement with the
Company setting forth the conditions of the grant. Any certificates representing shares of restricted
stock shall be registered in the name of the participant and deposited with the Company, together
with a stock power endorsed in blank by the participant. Each such certificate shall bear a legend in
substantially the following form:
The transferability of this certificate and the shares of Common Stock represented by it are subject to
the terms and conditions (including conditions of forfeiture) contained in the CenturyLink 2011
Equity Incentive Plan (the “Plan”), and an agreement entered into between the registered owner and
CenturyLink, Inc. (the “Company”) thereunder. Copies of the Plan and the agreement are on file at
the principal office of the Company.
Alternatively, in the discretion of the Company, ownership of the shares of restricted stock and the
appropriate restrictions shall be reflected in the records of the Company’s transfer agent and no
physical certificates shall be issued.
8.4 Dividends on Restricted Stock. Any and all cash and stock dividends paid with respect to the shares
of restricted stock shall be subject to any restrictions on transfer, forfeitability provisions or
reinvestment requirements as the Committee may, in its discretion, prescribe in the Incentive
Agreement.
8.5 Forfeiture. In the event of the forfeiture of any shares of restricted stock under the terms provided in
the Incentive Agreement (including any additional shares of restricted stock that may result from the
reinvestment of cash and stock dividends, if so provided in the Incentive Agreement), such forfeited
shares shall be surrendered, any certificates shall be cancelled, and any related accrued but unpaid
cash dividends will be forfeited. The participants shall have the same rights and privileges, and be
subject to the same forfeiture provisions, with respect to any additional shares received pursuant to
Section 5.4 due to a recapitalization or other change in capitalization.
8.6 Expiration of Restricted Period. Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the
restricted stock shall lapse, and the Company shall cause to be delivered to the participant or the
participant’s estate, as the case may be, the number of shares of restricted stock with respect to
which the restrictions have lapsed, free of all such restrictions and legends, except any that may be
imposed by law. The Company, in its discretion, may elect to deliver such shares through issuance of
a stock certificate or by book entry.
8.7 Rights as a Shareholder. Subject to the terms and conditions of the Plan and subject to any
restrictions on the receipt of dividends that may be imposed in the Incentive Agreement, each
participant receiving restricted stock shall have all the rights of a shareholder with respect to shares
of stock during the Restricted Period, including without limitation, the right to vote any shares of
Common Stock.
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