Exhibit 10.2(f)(iii)
RESTRICTED STOCK AGREEMENT
UNDER THE
2005 DIRECTORS STOCK PLAN
(May 11, 2007 Grants)
This RESTRICTED STOCK AGREEMENT
(this “Agreement”) is made as of May 11, 2007, by and
between CenturyTel, Inc. (“CenturyTel”) and
«Director_Name» (“Award
Recipient”).
WHEREAS, CenturyTel maintains the
2005 Directors Stock Plan (the “Plan”), under which the
Compensation Committee (the “Committee”) of the Board
of Directors of CenturyTel (the “Board”), may, among
other things, grant restricted shares of CenturyTel’s common
stock, $1.00 par value per share (the “Common Stock”),
to outside directors of CenturyTel, subject to such terms,
conditions, or restrictions as it may deem appropriate;
and
WHEREAS, pursuant to the Plan the
Committee has awarded to the Award Recipient restricted shares of
Common Stock on the terms and conditions specified
below;
NOW, THEREFORE, the parties agree as
follows:
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 2,126 restricted
shares of Common Stock (the “Restricted Stock”) that
vest, subject to Sections 2, 3 and 4 hereof, in installments as
follows:
|
Scheduled Vesting Date
|
Number of Shares of Restricted
Stock
|
|
May 15, 2008
|
708
|
|
May 15, 2009
|
709
|
|
May 15, 2010
|
709
|
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.
2.2 If
the shares of Restricted Stock have not already vested in
accordance with Section 1 above, 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.
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.
4.1 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
responsibilities under the Company’s policies or applicable
law, (e) disclosing or misusing any confidential information or
material concerning the Company, (f) engaging in, promoting,
assisting or otherwise participating in a hostile takeover attempt
of the Company or any other transaction or proxy contest that could
reasonably be exp
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