Exhibit 10.2
AMENDED MASTER DEFERRED ISSUANCE STOCK AGREEMENT
This Amended Deferred Issuance Stock Agreement (along with the
Exhibits
hereto, this "Agreement") is entered into as of
_____________________, by and
between Level 3 Communications, Inc., a Delaware corporation (the
"Company"),
and the individual whose name appears on the signature page to this
Agreement
(the "Employee"), an "Employee" as defined in the Company's 1995
Stock Plan
(Amended and Restated as of April 1, 1998, and as further amended
from time to
time, the "Plan").
The Company, pursuant to a grant of authority from the
Compensation
Committee of the Company's Board of Directors (the "Committee"),
may, from time
to time, grant to the Employee the opportunity to acquire a certain
number of
shares of its common stock, par value $.01 per share (the "Stock"),
in order to
retain the Employee as an employee of the Company or a Subsidiary,
pursuant to
the Plan (an "Award").
The parties agree as follows:
1. Obligation to Issue Deferred Shares. Subject to the terms
and
conditions of this Agreement, the Company, from time to time in its
sole
discretion, may grant Awards to the Employee relating to a
specified number of
shares of Stock that, under certain circumstances and in accordance
with the
terms hereof, may result in the Employee having the right to
receive shares of
Stock (the "Deferred Shares"). Each Award will be evidenced by a
Deferred
Issuance Stock Award Letter (an "Award Letter") in the form
attached as Exhibit
A hereto (or such other form as approved by the Company), which
sets forth the
date of the Award (the "Award Date"), the number of Deferred Shares
that are the
subject of the Award, and the dates on which the Company will issue
the Deferred
Shares to the Employee subject to the terms of this Agreement and
any further
terms that may be set forth in the applicable Award Letter (each
such date, an
"Issuance Date"). To the extent that (i) the Employee is subject to
the
provisions of the Company's Insider Trading Policy that restrict an
employee's
ability to sell shares of Stock to open "trading windows," (ii) the
Issuance
Date would be a day that the Employee is otherwise precluded from
selling shares
of Stock by the Company's Insider Trading Policy, and (iii) at that
time, the
Company is not, with respect to the Employee, using a method to
issue the
Deferred Shares that provides for a "net" issuance of shares as
contemplated by
Section 4 below, the Issuance Date shall be delayed until the first
business day
of the next open trading window (a "Delayed Issuance"), but in no
event later
than the Last Issuance Date (as defined below).
2. Acceleration of Issuance of Deferred Shares. Notwithstanding
Section
1, the Company will issue all unissued Deferred Shares to the
Employee,
including any Delayed Issuance Shares (as defined below) (i)
promptly after the
death of the Employee, or the Permanent Total Disability of the
Employee or the
Employee's retirement (in accordance with the Company's retirement
benefit then
in effect), or (ii) immediately before a Change in Control. The
Employee shall
be considered to have suffered a Permanent Total Disability if the
Committee
determines that the Employee is permanently unable to earn any
wages in the same
or other employment.
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3. Forfeiture of Right to Acquire Deferred Shares. If the
Employee
ceases to be an employee of the Company or of a Subsidiary (other
than as a
result of death or Permanent Total Disability or retirement in
accordance with
the Company's retirement benefit then in effect), the Company no
longer will be
obligated to issue any unissued Deferred Shares to the Employee,
and the
Employee will forfeit any right to acquire any unissued Deferred
Shares from the
Company; provided, however, that to the extent that any unissued
Deferred Shares
are unissued as a result of a Delayed Issuance ("Delayed Issuance
Shares"), the
Company shall issue the Delayed Issuance Shares to the Employee,
but shall have
no obligation to issue any other unissued Deferred Shares.
4. Taxes; Withholding. (a) Notwithstanding anything contained
herein to the contrary, other than Section 8 and Section 9, the
Company will not
be obligated to issue the Deferred Shares or the Delayed Issuance
Shares unless
the Employee has paid (in cash or by certified or cashier's check)
to the
Company all withholding taxes required to be collected by the
Company under
Federal, State, local or foreign law as a result of the issuance of
the Deferred
Shares ("Withholding Taxes"). The Company shall be responsible for
the
determination of the amount of any Withholding Taxes based on the
last sale
price for the Stock on the Stock's principal trading market on the
Issuance Date
or the last trading date if the Issuance Date is not a day upon
which the Stock
has traded. To the extent that the Employee desires to pay the
Withholding Taxes
in cash or by certified or cashier's check, with respect to a
specific Issuance
Date, the Employee must deliver a separate Withholding Taxes Cash
Payment
Notification to the Company's stock plan administrator
substantially in the form
of Exhibit B no later than 45 days prior to that specific Issuance
Date. To the
extent that the Employee elects to pay the Withholding Taxes in
cash or by
certified or cashier's check, such payment must be received by the
Company's
stock plan administrator no later than one (1) Business Day after
the Issuance
Date of any Deferred Shares that is the subject of the Withholding
Taxes Cash
Payment Notification.
(b) The Company, in its sole discretion, may permit the
Employee to pay any or all Withholding Taxes through delivery of
outstanding
Stock or by the Company withholding a portion of the Deferred
Shares issuable
pursuant to this Agreement. The Employee, however, will have no
absolute right
to pay the Withholding Taxes with Stock, and, if such payment is
permitted by
the Company, such payment must be made in strict compliance with
rules for such
payments established by the Company. As of the date of this
Agreement, unless
the Company has received a properly executed and delivered
Withholding Taxes
Cash Payment Notification from the Employee, the Company currently
intends to
have the Withholding Taxes paid through the withholding of Stock
issuable upon
satisfaction of the terms and conditions set forth in this
Agreement (a "net
issuance"). The Stock that is withheld by the Company as part of
the net
issuance (the "Withheld Shares") will be sold on behalf of the
Employee as
contemplated by subsection (c) of this Section 4; provided,
however, that at the
sole discretion of the Company, the Withheld Shares may be retained
by the
Company and the Company will satisfy the Withholding Taxes from the
Company's
available cash. The Company reserves the right to change its method
with respect
to the Employee for the collection of Withholding Taxes that may be
owed by the
Employee at any time in its sole discretion, upon notice to the
Employee, which
notice may be written or electronic notice.
2
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(c) By the execution of this Agreement, to the extent that the
Company elects to issue the Deferred Shares as a net issuance, and,
the Employee
has not properly executed and delivered to the Company's stock
plan
administrator a Withholding Taxes Cash Paymen
