Exhibit 10.2(d)
RESTRICTED STOCK AGREEMENT
UNDER THE
2005 DIRECTORS STOCK PLAN
(July 2, 2009 Grants to the Six Newly-Appointed
Outside Directors)
This RESTRICTED STOCK AGREEMENT (this
“Agreement”) is made as of July 2, 2009, by and between
CenturyTel, Inc. (“CenturyTel”) and _________
(“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:
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 3,161 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
|
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May 15, 2010
|
1,053
|
|
May 15, 2011
|
1,054
|
|
May 15, 2012
|
1,054
|
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
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