Exhibit 10.1(f)
CENTURY TELEPHONE ENTERPRISES, INC.
AMENDED AND RESTATED
KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
KEY EMPLOYEE INCENTIVE COMPENSATION PLAN, effective as of January 1,
1984, as amended and restated as of November 16, 1995.
W I T N E S S E T H:
WHEREAS, effective January 1, 1984, Century Telephone Enterprises,
Inc., a Louisiana corporation (the "Company") executed an agreement providing
for incentive bonuses for valued key employees on terms and conditions
substantially similar to those set forth herein (the "Original Plan"); and
WHEREAS, the Company wishes to amend and restate the Original Plan to
add a new Section 15 thereto, as approved by the Compensation Committee of the
Company's Board of Directors on November 16, 1995 and ratified by the full Board
as of the same date;
NOW THEREFORE, the Original Plan is hereby amended and restated in its
entirety to read as follows:
1. Purpose. The purpose of this Key Employee Incentive Compensation
Plan is to advance the interests of the Company by strengthening, through the
use of incentive bonuses, the ability of the Company to attract and retain
valued key employees upon whose judgment, initiative and efforts the successful
conduct and development of the Company depends.
2. Definitions. The following definitions shall be utilized in
administering the Plan:
(a) "Board of Directors" or "Board" shall mean the Board
of Directors of Century Telephone Enterprises, Inc.
(b) "Committee" shall mean a subcommittee of the
Compensation Committee made up of members of the Board
of Directors who are not participants in this Plan.
(c) "Company" shall mean Century Telephone Enterprises,
Inc. and its subsidiaries.
(d) "Incentive Pool" shall mean the amount available with
respect to each Plan Year from which awards are made
for each such Plan Year.
(e) "Maximum Bonus Opportunity" shall mean an amount equal
to the maximum percentage of the Participant's base
salary which may be paid to the Participant as a bonus
award subject to performance criteria as determined by
the Committee from time to time.
(f) "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. The Participant
shall be designated by the Committee as belonging to
Tier I, Tier II, Tier III or Tier IV.
(g) "Plan" shall mean the Century Telephone Enterprises,
Inc. Key Employee Incentive Plan.
(h) "Plan Year" shall mean the fiscal year of the Company
which is currently January 1 to December 31.
(i) "Targeted Bonus Opportunity" shall mean an amount equal
to the targeted percentage of the Participant's base
salary which may be paid to the Participant as a bonus
award, subject to performance criteria as determined by
the Committee from time to time.
(j) "Termination Date" shall mean the date of a
Participant's severance from employment with the
Company by death, disability, resignation, discharge or
other termination of employment.
(k) "Subsidiary" shall mean any corporation in which the
Company owns directly, or indirectly through a
subsidiary or subsidiaries, at least fifty percent
(50%) of the combined voting power of all classes of
stock.
3. Administration. The Committee shall have authority to
establish the following procedures for the administration of the Plan:
(a) Establish, review and amend performance goals;
(b) Determine the maximum amount of the Incentive Pool,
subject to Section 5 herein;
(c) Determine the amounts of Targeted and Maximum
Bonus Opportunity, subject to Section 6 herein; and
(d) Establish regulations for the administration of
the Plan, interpret the Plan, and make all
determinations deemed necessary for the
administration of the Plan.
The Committee's interpretations of the terms and provisions of this
Plan shall be final and conclusive, and it shall have the power and duty to
construe the Plan in a manner necessary to carry out its purposes.
No member of the Committee or of the Board of Directors as a whole
shall be liable to any person for any action taken or omitted in connection with
the interpretation or administration of the Plan.
All expenses of administration of the Plan shall be borne by the
Company, and no part thereof shall be charged against the awards payable to the
Plan Participants.
4. Participation. Participants in the Plan shall be those key
employees designated as Participants by the Committee. In order to receive an
award, the Participant must be an employee of the Company at the time the bonus
payment is made. However, this requirement may be waived by the Committee in
situations such as death, disability, retirement or other cases as determined by
the Committee.
5. Incentive Bonus Opportunity. The amounts of the Targeted and
the Maximum Bonus Opportunity for each Participant in Tier I, Tier II, Tier III
and Tier IV respectively shall be based upon a formula or formulas determined
by the Compensation Committee on an annual basis and shall be defined as a
percentage of base salary for each Participant.
6. Maximum Amount Available for Awards. Promptly after the end
of each Plan Year, the amount of the Incentive Pool shall be determined by the
Compensation Committee, based upon the predetermined formula or formulas
subject, however, to the right of the Board of Directors to reduce the amount of
the Incentive Pool in its sole discretion. The bonus awards shall not be
distributed until the amounts of the Incentive Pool and the Plan Participants
are determined, and the Committee has authorized payment of the bonus awards
provided that if the Board of Directors has reduced the Incentive Pool, awards
will be reduced proportionately.
7. Allocation of Incentive Bonus Fund. The Committee shall in its
sole discretion award bonuses within the predetermined maximum limits to
Participants from the Incentive Pool. The Committee, subject to approval of the
Board of Directors, shall determine each year whether the value of the award
will be paid in cash, common stock, or a combination thereof. If payment of the
award is partially or totally in the form of Common Stock, the Committee, at its
discretion, may utilize shares of stock allocated to the 1983 Restricted Stock
Plan. Any such stock payments shall be subject to the provisions of the
Restricted Stock Plan and an individual award agreement between the Company and
the Participant.
8. Termination of Employment. In the event a Participant's
employment with the Company is severed by normal retirement, early retirement
(with Company's permission), permanent disability, or death, the Participant or
his beneficiary shall receive the award, payable in cash, as earned for the en-
tire Plan Year in which the retirement, permanent disability or death occurred.
In the event of death, the award shall be paid by the Company to the beneficiary
designated by the Participant, or if the Participant has failed to make such
designation, then to the personal representative of the Participant's estate.
Any Participant whose employment is terminated for any reason other than normal
retirement, early retirement (with Company's permission), permanent disability,
or death during the Plan Year shall not receive an award for that Plan Year.
9. Forfeiture of Benefits. In the event a Participant is
discharged by the Company for cause, including, without limitation, fraud,
embezzlement, theft, commission of a felony, proven dishonesty or other
unethical behavior, or disclosure of trade secrets of the Company, then the
amount of any benefit provided under this Plan to which the Participant would
otherwise be entitled shall be forfeited. The decision of the Board as to the
cause of a former Participant's discharge shall be final. No decision of the
Board, however, shall affect finality of the discharge of such Participant by
the Company in any manner.
10. Assignments and Transfers. A Participant shall not
assign, encumber, or transfer his rights and interests under the Plan, and
any attempt to do so shall render those rights and interests null and void.
11. Employee Rights Under the Plan. Nothing in this Plan shall
be construed to:
(a) Give any employee of the Company any claim or right
to be granted an award under this Plan;
(b) Limit in any way the right of the Company to
terminate a Participant's employment with the
Company at any time; or
(c) Be evidence of any agreement or understanding,
express or implied, that the Company will employ a
Participant in any particular position or at any
particular rate of remuneration.
12. Amendment and Termination. The Board of Directors may amend,
suspend or terminate the Plan at any time. Any amendment or termination of the
Plan shall not, however, affect the right of any Participant to receive the
award payments earned in the current Plan Year or any unpaid awards under the
Plan authorized and communicated to Participants prior to the date of such
amendment or termination.
13. Withholding of Taxes. The Company shall deduct from the
amount of all benefits paid under the Plan any taxes required to be withheld
by the Federal or any State or local government.
14. Effective Date and Term of Plan. The effective date of this
Plan is January 1, 1984, and the effective date of this Amendment and Restate-
ment is November 16, 1995. The Plan shall consist of individual calendar year
Plans, one of which will commence January 1, 1984 (the 1984 Plan), and every
consecutive January 1 thereafter during the continuance of the Plan.The Plan
shall continue until terminated by the Board of Directors as provided herein.
15. Change in Control. Notwithstanding any other provision hereof,
upon a Change in Control (as defined below), the Plan Year shall be deemed to
end on the date the Change in Control occurs (the "Change in Control Date") and
the Committee (notwithstanding any removal or attempted removal of some or all
of the members thereof as directors or committee members) shall review the
Company's performance through the Change of Control Date and, after annualizing
such performance to the extent necessary or appropriate, determine the extent to
which the performance goals were met with respect to such Plan Year, in which
event all awards payable under this Plan with respect to such Plan Year (along
with any unpaid awards under this Plan relating to any prior Plan Year) shall be
payable in accordance with past practice in full in cash, without any offset or
reduction, to the same extent as if no Change in Control had occurred. A Change
in Control shall mean the occurrence of any of the following events: (i) the
acquisition by any "person" (as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934 (the "Exchange Act")), other than the
Company or any employee benefit plan or related trust or affiliate of the
Company or its subsidiaries, of beneficial ownership (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
the Company representing 30% or more of the combined voting power of the
Company's then outstanding securities entitled to vote generally in the election
of directors, but not including any acquisition directly from the Company; (ii)
the consummation of a merger, consolidation, reorganization, share exchange, or
sale or other disposition of all or substantially all of the assets of the
Company unless, immediately thereafter, at least 50% of the outstanding voting
power of the surviving or successor corporation, or, if applicable, the parent
company thereof (the "Surviving Company"), are owned by the Company's
shareholders immediately prior to such time, at least a majority of the
directors of the Surviving Company were directors of the Company at the time
such transaction was approved, and no person or entity (excluding any employee
benefit plan or related trust of the Company or the Surviving Company and any
person or entity that was a shareholder of the Company immediately prior to such
time) beneficially owns 20% or more of the outstanding voting power of the
Surviving Company; (iii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors of the
Company cease for any reason to constitute at least a majority thereof, unless
the election of each director who was not a director at the beginning of such
period shall have been approved in advance by directors representing at least
two-thirds of the directors then in office who were directors at the beginning
of the period; or (iv) the approval by the Company's shareholders of a complete
liquidation or dissolution of the Company. Notwithstanding any other provision
to the contrary in this Plan or in any applicable law or regulation, the
benefits conferred under this Section to a Participant shall automatically vest
upon the earlier of (i) the occurrence of a Change in Control, (ii) the date
that any person or entity submits an offer or proposal to the Company that
results in or leads to a Change in Control (whether by such person or any other
person) or (iii) the date of the public announcement of a Change in Control or
an offer, proposal or proxy solicitation that results in or leads to a Change in
Control (whether by the person or entity making such announcement or any other
person), and thereafter such benefits may not be adversely affected in any
manner without the prior written consent of the Participant.
IN WITNESS WHEREOF, this instrument has been executed as of the date
and year first above written.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Xxxx X. Xxxx, III
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Xxxx X. Post, III
Vice Chairman, President and
Chief Executive Officer
