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Exhibit 10.2
FORM OF RESTRICTED STOCK
AGREEMENT
UNDER THE CENTURYTEL, INC.
2005 MANAGEMENT INCENTIVE COMPENSATION PLAN
(2007 Grants to Section 16 Officers)
This RESTRICTED STOCK AGREEMENT (this
"Agreement") is entered into as of February 26, 2007, by and
between CenturyTel, Inc. ("CenturyTel") and ___________________
("Award Recipient").
WHEREAS, CenturyTel maintains
the 2005 Management Incentive Compensation Plan (the "Plan"), under
which the Compensation Committee of the Board of Directors of
CenturyTel (the "Committee") may, directly or indirectly, among
other things, grant restricted shares of CenturyTel’s common
stock, $1.00 par value per share (the "Common Stock"), to key
employees of CenturyTel or its subsidiaries (collectively, the
"Company"), 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:
1.
AWARD OF SHARES
Upon the terms and conditions of the Plan and
this Agreement, CenturyTel as of the date of this Agreement hereby
awards to the Award Recipient ________ restricted shares of Common
Stock (the "Restricted Stock") that vest, subject to Sections 2, 3
and 4 hereof, in installments as follows:
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Scheduled Vesting
Date
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Number of Shares of Restricted
Stock
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February 26, 2008
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February 26, 2009
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February 26, 2010
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February 26, 2011
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February 26, 2012
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2.
AWARD RESTRICTIONS ON
RESTRICTED STOCK
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 employment of the Award Recipient terminates as a result
of (i) death, (ii) disability within the meaning of Section
22(e)(3) of the Internal Revenue Code, or (iii) if permitted by the
Committee in accordance with Section 3 below, retirement or
termination by the Company; or
(b) the occurrence
of a Change of Control of CenturyTel, as described in Section 11.12
of the Plan.
3.
TERMINATION OF EMPLOYMENT
If the Award Recipient’s employment
terminates as the result of death or disability within the meaning
of Section 22(e)(3) of the Internal Revenue Code, all unvested
shares of Restricted Stock granted hereunder shall immediately
vest. Unless the Committee determines otherwise in the case of
retirement of the Award Recipient on or after attaining the age of
55 with at least ten years of prior service with the Company or in
the case of termination by the Company of the Award
Recipient’s employment, termination of employment for any
other reason, except termination upon a Change of Control (as
provided in Section 11.12 of the Plan), shall automatically result
in the termination and forfeiture of all unvested Restricted
Stock.
4.
FORFEITURE OF AWARD
4.1
If, at any time during the Award Recipient’s
employment by the Company or within 18 months after termination of
employment, the Award Recipient engages in any activity in
competition with any activity of 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
employment for which either criminal or civil penalties against the
Award Recipient may be sought, (b) conduct or activity that results
in termination of the Award Recipient’s employment for cause,
(c) violation of the Company’s policies, including, without
limitation, the Company’s insider trading policy and
corporate compliance program, (d) accepting employment 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 employee of the Company who
was employed at any time during the Award Recipient’s tenure
with the Company, 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
isolated, sporadic accommodation or assistance provided to a
competitor, at its request, by the Award Recipient during the Award
Recipient’s tenure with the Company, but only if provided in
the good faith and reasonable belief that such action would benefit
the Company by promoting good business relations with the
competitor and would not harm the Company’s interests in any
substantial manner or (B) any other service or assistance that is
provided at the request or with the written permission of the
Company, (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 expected to result in a Change of Control (as defined
in the Plan) not approved by the CenturyTel Board of Directors or
(g) making any statement or disclosing any information to any
customers, suppliers, lessors, lessees, licensors, licensees,
regulators, employees or others with whom the Company engages in
business that is defamatory or derogatory with respect to the
business, ope
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