CenturyLink 2015 Annual Report Download - page 99

9. Restricted Stock Units.
9.1 Grant of Restricted Stock Units. A restricted stock unit, or RSU, represents the right to receive from
the Company on the respective scheduled vesting or payment date for such RSU, one share of
Common Stock. An award of RSUs may be subject to the attainment of specified performance goals
or targets, forfeitability provisions and such other terms and conditions as the Committee may
determine, subject to the provisions of the Plan. To the extent an award of RSUs 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 and meet the additional requirements
imposed by Section 162(m).
9.2 Vesting Period. At the time an award of RSUs is made, the Committee shall establish a period of
time during which the restricted stock units shall vest (the “Vesting Period”). Each award of RSUs
may have a different Vesting Period. The Vesting Period shall be a minimum of three years with
incremental vesting over the three-year period permitted, with the following exceptions:
(a) If the vesting of RSUs is based upon the attainment of performance goals as described in
Section 11, the Vesting Period shall be a minimum of one year.
(b) No minimum Vesting 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).
9.3 Dividend Equivalent Accounts. Subject to the terms and conditions of this Plan and the applicable
Incentive Agreement, as well as any procedures established by the Committee, the Committee may
determine to pay dividend equivalent rights with respect to RSUs, in which case, unless determined
by the Committee to be paid currently, the Company shall establish an account for the participant
and reflect in that account any securities, cash, or other property comprising any dividend or
property distribution with respect to the share of Common Stock underlying each RSU. The
participant shall have no rights to the amounts or other property credited to such account until such
time as the related RSUs have vested.
9.4 Rights as a Shareholder. Subject to the restrictions imposed under the terms and conditions of this
Plan and subject to any other restrictions that may be imposed in the Incentive Agreement, each
participant receiving restricted stock units shall have no rights as a shareholder with respect to such
restricted stock units until such time as shares of Common Stock are issued to the participant.
10. Other Stock-Based Awards.
10.1 Grant of Other Stock-Based Awards. Subject to the limitations described in Section 10.2 hereof, the
Committee may grant to eligible participants “Other Stock-Based Awards,” which shall consist of
awards (other than options, SARs, restricted stock, or RSUs, described in Sections 6 through 9 hereof)
paid out in shares of Common Stock or the value of which is based in whole or in part on the value of
shares of Common Stock. Other Stock-Based Awards may be awards of shares of Common Stock,
awards of phantom stock, or may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on or related to, shares of, or appreciation in the value of, Common Stock
(including, without limitation, securities convertible or exchangeable into or exercisable for shares of
Common Stock), as deemed by the Committee consistent with the purposes of this Plan. The
Committee shall determine the terms and conditions of any Other Stock-Based Award (including
which rights of a shareholder, if any, the recipient shall have with respect to Common Stock associated
with any such award) and may provide that such award is payable in whole or in part in cash. An Other
Stock-Based Award may be subject to the attainment of such specified performance goals or targets as
the Committee may determine, subject to the provisions of this Plan. To the extent that an Other Stock-
Based Award 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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