Exhibit 10.2(a)
CenturyTel, Inc.
1983 Restricted Stock
Plan
(as amended and restated as of
May 28, 2009)
W I T N E S S E T
H:
WHEREAS, on February 21, 1984, CenturyTel, Inc.
(formerly Century Telephone Enterprises, Inc.), a Louisiana
corporation (“CenturyTel”), executed a plan providing
for awards of restricted stock to key employees on terms and
conditions substantially similar to those set forth herein, which
plan was amended and restated on November 16, 1995 (the
“Plan”); and
WHEREAS, the Plan was further amended by
CenturyTel’s Board of Directors on November 21, 1996,
February 25, 1997, February 25, 1998, April 17, 2000, April 25,
2001 and May 28, 2009 (the “Amendments”);
and
WHEREAS, CenturyTel wishes to restate the Plan
to incorporate the Amendments;
NOW THEREFORE, the Plan is hereby amended and
restated in its entirety as of May 28, 2009 to read as
follows:
1. Purpose. The
purpose of the 1983 Restricted Stock Plan is to aid CenturyTel,
Inc. (“CenturyTel”) in securing and retaining key
employees of outstanding ability, and to motivate such individuals
to exert their best efforts on behalf of the Company. In
addition, the Company expects that it will benefit from the added
interest which such individuals will have in the welfare of the
Company as a result of their ownership or increased ownership of
the Company’s Common Stock. This Plan may be
utilized in conjunction with other short or long term incentive
plans at the discretion of the Board of Directors.
2. Definitions. As
used in this Plan, the following terms shall have the meanings
indicated:
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“Board of
Directors” or “Board” shall mean not less than a
quorum of the whole Board of Directors of Century Telephone
Enterprises, Inc.
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“Committee” shall mean the
Compensation Committee of the Board of Directors of the Company or
a subcommittee of the Compensation Committee. The
Committee shall consist of two or more members of the Board of
Directors, each of whom shall qualify as a “non-employee
director” under Rule 16b-3 under the Securities Exchange Act
of 1934, as currently in effect or any successor rule.
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“Common
Stock” shall mean the Company’s presently authorized
shares of Common Stock as this definition may be modified as
provided in Section 7 of the Plan.
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“Company” shall mean CenturyTel,
Inc. and its subsidiaries.
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“Fair
Market Value” shall be determined as follows: (i)
if the Common Stock or other security is listed on an established
stock exchange or any automated quotation system that provides sale
quotations, the closing sale price for a share thereof on such
exchange or quotation system on the applicable date or, if shares
are not traded on such day, on the next preceding trading date,
(ii) if the Common Stock or other security is not listed on any
exchange or quotation system, but bid and asked prices are quoted
and published, the mean between the quoted bid and asked prices on
the applicable date or, if bid and asked prices are not available
on such day, on the next preceding day on which such prices were
available; and (iii) if the Common Stock or other security is not
regularly quoted, the fair market value of a share thereof on the
applicable date as established by the Committee in good
faith.
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“Participant” shall mean any person
who is employed by the Company on a full-time basis, is compensated
for such employment by a regular salary, and in the opinion of the
Committee is either one of the key employees of the Company in a
position to contribute materially to the continued growth and
development and future financial success of the Company or one who
has made a significant contribution to the Company’s
operations, thereby meriting special recognition.
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“Plan” shall mean the CenturyTel,
Inc. 1983 Restricted Stock Plan.
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“Retirement Date” shall be the date
on which a Participant attains age fifty-five (55) and has
completed ten (10) full years of employment with the
Company. The Participant’s years of employment
with the Company shall be determined by accumulating such
Participant’s full months of employment with the Company, in
the aggregate and without regard to whether such employment was
continuous, and dividing such amount by twelve (12).
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“Subsidiary” shall mean any
corporation in which the Company owns, directly or indirectly
through subsidiaries, at least fifty percent (50%) of the combined
voting power of all classes of stock.
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3.
Stock Subject to the Plan . The maximum number of
shares of Common Stock which may be awarded under the Plan after
May 28, 2009 shall not exceed an aggregate of 366,416
shares. All such stock shall be shares of Common Stock
which have been authorized but unissued or treasury
shares. Shares of stock awarded under the Plan and later
reacquired by the Company pursuant to the Plan shall again become
available for awards under the Plan.
4.
Administration . The Plan shall be administered
by the Committee. Subject to the provisions of the Plan,
the Committee shall have exclusive power to select the employees to
whom shares of Common Stock will be awarded under the Plan, to
determine the number of shares to be awarded to each employee
selected, and to determine the time or times when shares will be
awarded. The Committee shall have full power and
authority to administer and interpret the Plan and to adopt such
rules, regulations, agreements and instruments for implementing the
Plan and for the conduct of its business as the Committee deems
necessary or advisable. The Committee’s
interpretations of the Plan, and all determinations made by the
Committee pursuant to the powers vested in it hereunder, shall be
conclusive and binding on all persons having any interest in the
Plan or in any awards granted hereunder. A majority of
the members present at any meeting at which a quorum is present, or
acts approved in writing by all members of the Committee shall be
deemed the action of the Committee. With respect to
Participants who are not subject to Section 16 of the Securities
Exchange Act of 1934 and whose compensation is not subject to
Section 162(m) of the Internal Revenue Code, the Committee may
delegate to an appropriate officer of the Company its authority to
designate Participants, to set the terms of the grants of
restricted stock hereunder to such Participants and to take any and
all action with respect to grants to such Participants that the
Committee could take under the terms hereof.
5.
Eligibility . The individuals who shall be
eligible to participate in the Plan shall be any full-time employee
of the Company.
6.
Grant of Shares . The eligible Employees who
shall receive shares of Common Stock under the Plan, the number of
shares to be received by each such employee, and, subject to the
provisions of Section 7, the conditions under which such shares
must be returned to the Company, shall be determined by the
Committee.
7.
Terms and Conditions of Awards . All shares of
Common Stock awarded to Participants under this Plan
shall be subject to the following terms and conditions, and to such
other terms and conditions not inconsistent with the Plan as shall
be contained in the Agreement referred to in Section
7(e).
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At the time of
the award there shall be established for each Participant a
“Restriction Period” which shall be a specific period
of time to be determined by the Committee. Shares of
stock awarded to Participants may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as hereinafter
provided, during the Restriction Period. At the time of
an award of restricted shares to a Participant, the Board may also
provide for the Restriction Period to lapse according to
the
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