Exhibit 10.2(g)
FORM OF RESTRICTED STOCK
AGREEMENT
UNDER THE CENTURYTEL,
INC.
2005 MANAGEMENT INCENTIVE
COMPENSATION PLAN
(2009 Grants to Section 16
Officers)
This RESTRICTED STOCK AGREEMENT (this
“Agreement”) is entered into as of February 26,
2009, 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 (the “Committee”) of the
Board of Directors of CenturyTel (the “Board”) 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 (the
“Grant Date”) 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:
|
Scheduled Vesting
Date
|
Number of Shares of Restricted
Stock
|
|
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, then, except to the extent
otherwise provided in the special accelerated vesting schedule set
forth in Section 2.2(c), 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 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, (iii) retirement of the
Award Recipient on or after attaining the age of 55 with at least
ten years of prior service with the Company, but only if such
vesting and lapsing of restrictions is specifically approved by the
Committee, or (iv) the termination of the Award Recipient’s
employment by the Company, but only if such vesting and lapsing of
restrictions is specifically approved by the Committee (or is
otherwise authorized under Section 2.2(c));
(b) 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); or
(c) the
date on which, following the consummation of the Merger, the Award
Recipient (i) is terminated by the Company without Cause (as
defined below) or (ii) resigns from the Company with Good Reason
(as defined below), in either of which cases, as of the last day of
employment (the “Termination Date”), the following
number of shares of Restricted Stock shall accelerate under the
following special accelerated vesting schedule:
|
Termination
Date
|
|
|
If the
Termination Date is
less than
180 days after the
Grant Date,
then
..................................................................................................
|
50% of the shares shall accelerate.
|
|
If the Termination Date is
between 180 and 364 days
after the Grant Date, then
...................................................................................
|
accelerated
shall equal the
product
of the total number of
shares
of Restricted Stock
multiplied
by a fraction, the
numerator
of which shall equal
the
number of days worked
between
the Grant Date and the
Termination
Date, and the
denominator
of which shall
equal
365 (provided in no event
shall
such number of shares be
less
than 50% of the total
number
of shares of Restricted
|
|
If the Termination Date is
365 days or more after the
Grant Date, then
...................................................................................................
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100% of the shares shall accelerate.
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2.3 For
purposes of Section 2.2, the following terms shall have the
following meanings:
(i) conviction
of a felony;
(ii) habitual
intoxication during working hours;
(iii) habitual
abuse of or addiction to a controlled dangerous substance;
or
(iv) the
willful and continued failure of the Award Recipient to perform
substantially the Award Recipient’s duties with the Company
(other than any such failure resulting from incapacity due to
physical or mental illness or the Award Recipient’s
termination of employment for Good Reason) for a period of 10 days
after a written demand for substantial performance is delivered to
the Award Recipient by the Board.
(b) “Good
Reason” shall mean either of the following acts of the
Company unless the Award Recipient shall otherwise expressly agree
in writing:
(i) Any
directive requiring the Award Recipient to be based at any office
or location other than the office or location at which the Award
Recipient is based on the date immediately preceding the
consummation of the Merger, excluding temporary assignments
requested from time to time to support the integration of the
business and operations of Embarq Corporation with those of the
Company in connection with the Merger; or
(ii) Any
reduction in the Award Recipient’s salary.
3.
TERMINATION OF EMPLOYMENT
All unvested Restricted Stock shall
automatically terminate and be forfeited if the employment of the
Award Recipient terminates for any reason, unless and to the extent
otherwise provided in Section 2.2.
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:
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