1. AWARD OF
SHARES
Upon the terms and conditions of the Plan and
this Agreement, the Committee as of the date of this Agreement
hereby awards to the Award Recipient 6,321 restricted shares of
Common Stock (the “Restricted Stock”) that fully vest,
subject to Sections 2, 3 and 4 hereof, on May 15,
2010.
2. AWARD
RESTRICTIONS
Section
2.1 In addition to the
conditions and restrictions provided in the Plan, neither the
shares of Restricted Stock nor the right to vote the Restricted
Stock, to receive dividends thereon or to enjoy any other rights or
interests thereunder or hereunder may be sold, assigned, donated,
transferred, exchanged, pledged, hypothecated or otherwise
encumbered prior to vesting. Subject to the restrictions
on transfer provided in this Section 2.1, the Award Recipient
shall be entitled to all rights of a shareholder of CenturyTel with
respect to the Restricted Stock, including the right to vote the
shares and receive all dividends and other distributions declared
thereon.
Section
2.2 To the extent the
shares of Restricted Stock have not already vested in accordance
with Section 1 above, all of the shares of Restricted Stock
shall vest and all restrictions set forth in Section 2.1 shall
lapse on the earlier of:
(a) the
date on which the Award Recipient’s service on the Board
terminates as a result of (i) death, (ii) disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code or
(iii) the ineligibility to stand for re-election due to
CenturyTel’s mandatory retirement policy;
(b) the
date, if any, that the Committee elects, in its sole discretion, to
accelerate the vesting of such unvested Restricted Stock in the
case of retirement from the Board of an Award Recipient on or after
attaining the age of 55 with at least six full years of prior
service on the Board; or
(c) the
occurrence of a Change of Control of CenturyTel, as described in
Section 11.12 of the Plan; provided, however, that,
notwithstanding anything in this Agreement and the Plan to the
contrary, (i) neither the execution, delivery, approval or
performance of the Merger Agreement dated as of October 26,
2008, among Embarq Corporation, CenturyTel and Cajun Acquisition
Company (the “Merger Agreement”), nor the consummation
of the merger of Cajun Acquisition Company into Embarq Corporation
(the “Merger”) or any other transaction contemplated
thereunder, shall be deemed to constitute a Change of Control of
CenturyTel and (ii) the shares of Restricted Stock will not vest
solely as a result of the consummation of the Merger or any other
transaction contemplated by the Merger Agreement (including as a
result of the execution of the Merger Agreement or the approval of
the Merger Agreement by the Board of Directors of
CenturyTel).
3. TERMINATION OF
BOARD SERVICE
Except as otherwise provided in Section 2.2
above, termination of the Award Recipient’s service on the
Board for any reason shall automatically result in the termination
and forfeiture of all unvested Restricted Stock.
4. FORFEITURE OF
AWARD
Section
4.1 If, at any time during
the Award Recipient’s tenure as a director of the Company or
within 18 months after termination of such tenure, the Award
Recipient engages in any activity in competition with any activity
of CenturyTel or its subsidiaries (collectively, the
“Company”), or inimical, contrary or harmful to the
interests of the Company, including but not limited to: (a) conduct
relating to the Award Recipient’s service on the Board for
which either criminal or civil penalties against the Award
Recipient may be sought, (b) conduct or activity that results in
removal of the Award Recipient from the Board for cause, (c)
violation of the Company’s policies, including, without
limitation, the Company’s insider trading policy or corporate
compliance program, (d) accepting employment after the date hereof
with, acquiring a 5% or more equity or participation interest in,
serving as a consultant, advisor, director or agent of, directly or
indirectly soliciting or recruiting any officer of the Company who
was employed at any time during the Award Recipient’s service
on the Board, or otherwise assisting in any other capacity or
manner any company or enterprise that is directly or indirectly in
competition with or acting against the interests of the Company or
any of its lines of business (a “competitor”), except
for (A) any employment, investment, service, assistance or other
activity that is undertaken at the request or with the written
permission of the CenturyTel Board of Directors or (B) any
assistance of a competitor that is provided in the ordinary course
of the Award Recipient engaging in his or her principal occupation
in the good faith and reasonable belief that such assistance will
neither harm the Company’s interests in any substantial
manner or violate any of the Award Recipient’s duties or
responsibiliti
