RESTRICTED STOCK AGREEMENT UNDER THE (May 12, 2006 Grants)
Exhibit
10.1
UNDER
THE
2005
DIRECTORS STOCK PLAN
(May
12,
2006 Grants)
This
RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of May 12, 2006, by and
between CenturyTel, Inc. (“CenturyTel”) and «Director_Name»
(“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 2,663 restricted
shares of Common Stock, together with associated preference share purchase
rights under CenturyTel’s rights agreement dated as of August 27, 1996, as
amended, or any successor rights plan (collectively, 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
|
|
May
15, 2007
|
887
|
|
May
15, 2008
|
888
|
|
May
15, 2009
|
888
|
2.
AWARD
RESTRICTIONS
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 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 who has served on the Board for at least six full
years; or
(c) the
occurrence of a Change of Control of CenturyTel, as described in Section 11.12
of the Plan.
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
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 xxxxxxx xxxxxxx 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 Recipient’s duties or responsibilities under the
Company’s policies or applicable law, (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,
operations, technology, management, or other employees of the Company, or taking
any other action that could reasonably be expected to injure the Company in
its
business relationships with any of the foregoing parties or result in any other
detrimental effect on the Company, then the award of Restricted Stock granted
hereunder shall automatically terminate and be forfeited effective on the date
on which the Award Recipient engages in such activity and (i) all shares of
Common Stock acquired by the Award Recipient pursuant to this Agreement (or
other securities into which such shares have been converted or exchanged) shall
be returned to the Company or, if no longer held by the Award Recipient, the
Award Recipient shall pay to the Company, without interest, all cash, securities
or other assets received by the Award Recipient upon the sale or transfer of
such stock or securities, and (ii) all unvested shares of Restricted Stock
shall
be forfeited.
4.2 If
the
Award Recipient owes any amount to the Company under Section 4.1 above, the
Award Recipient acknowledges that the Company may, to the fullest extent
permitted by applicable law, deduct such amount from any amounts the Company
owes the Award Recipient from time to time for any reason (including without
limitation amounts owed to the Award Recipient as directors fees,
reimbursements, retirement payments, or other compensation or benefits). Whether
or not the Company elects to make any such set-off in whole or in part, if
the
Company does not recover by means of set-off the full amount the Award Recipient
owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance
to the Company.
4.3 The
Award
Recipient may be released from the Award Recipient’s obligations under Sections
4.1 and 4.2 above only if the CenturyTel Board of Directors determines in its
sole discretion that such action is in the best interests of the
Company.
5.
STOCK
CERTIFICATES
5.1 The
stock
certificates evidencing the Restricted Stock shall be retained by CenturyTel
until the lapse of restrictions under the terms hereof. CenturyTel shall place
a
legend, in the form specified in the Plan, on the stock certificates restricting
the transferability of the shares of Restricted Stock.
5.2 Upon
the
lapse of restrictions on shares of Restricted Stock, CenturyTel shall cause
a
stock certificate without a restrictive legend to be issued with respect to
the
vested Restricted Stock in the name of the Award Recipient or his or her nominee
within 30 days. Upon receipt of such stock certificate, the Award Recipient
is
free to hold or dispose of the shares represented by such certificate, subject
to (i) applicable securities laws, (ii) CenturyTel’s xxxxxxx xxxxxxx policy and
(iii) any applicable stock retention policies that CenturyTel may adopt in
the
future.
6.
MISCELLANEOUS
6.1 Anything
in this Agreement to the contrary notwithstanding, if at any time CenturyTel
further determines, in its sole discretion, that the listing, registration
or
qualification (or any updating of any such document) of the shares of Common
Stock issuable pursuant hereto is necessary on any securities exchange or under
any federal or state securities or blue sky law, or that the consent or approval
of any governmental regulatory body is necessary or desirable as a condition
of,
or in connection with the issuance of shares of Common Stock pursuant thereto,
or the removal of any restrictions imposed on such shares, such shares of Common
Stock shall not be issued, in whole or in part, or the restrictions thereon
removed, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions unacceptable to
CenturyTel. CenturyTel agrees to use commercially reasonable efforts to issue
all shares of Common Stock issuable hereunder on the terms provided
herein.
6.2 Nothing
in this Agreement shall confer upon the Award Recipient any right to continue
to
serve on the Board, or to interfere in any way with the right of the Company
to
remove the Award Recipient as a director at any time.
6.3 This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, legal representatives
and
successors. Without limiting the generality of the foregoing, whenever the
term
“Award Recipient” is used in any provision of this Agreement under circumstances
where the provision appropriately applies to the heirs, executors,
administrators or legal representatives to whom this award may be transferred
by
will or by the laws of descent and distribution, the term “Award Recipient”
shall be deemed to include such person or persons.
6.4 The
shares of Restricted Stock granted hereby are subject to the terms, conditions,
restrictions and other provisions of the Plan as fully as if all such provisions
were set forth in their entirety in this Agreement. If any provision of this
Agreement conflicts with a provision of the Plan, the Plan provision shall
control. The Award Recipient acknowledges that a copy of the Plan and a
prospectus summarizing the Plan was distributed or made available to the Award
Recipient and that the Award Recipient was advised to review such materials
prior to entering into this Agreement. The Award Recipient waives the right
to
claim that the provisions of the Plan are not binding upon the Award Recipient
and the Award Recipient’s heirs, executors, administrators, legal
representatives and successors.
6.5 Should
any party hereto retain counsel for the purpose of enforcing, or preventing
the
breach of, any provision hereof, including, but not limited to, the institution
of any action or proceeding in court to enforce any provision hereof, to enjoin
a breach of any provision of this Agreement, to obtain specific performance
of
any provision of this Agreement, to obtain monetary or liquidated damages for
failure to perform any provision of this Agreement, or for a declaration of
such
parties’ rights or obligations hereunder, or for any other judicial remedy, then
the prevailing party shall be entitled to be reimbursed by the losing party
for
all costs and expenses incurred thereby, including, but not limited to,
attorneys’ fees (including costs of appeal).
6.6 This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Louisiana.
6.7 If
any
term or provision of this Agreement, or the application thereof to any person
or
circumstance, shall at any time or to any extent be invalid, illegal or
unenforceable in any respect as written, the Award Recipient and CenturyTel
intend for any court construing this Agreement to modify or limit such provision
so as to render it valid and enforceable to the fullest extent allowed by law.
Any such provision that is not susceptible of such reformation shall be ignored
so as to not affect any other term or provision hereof, and the remainder of
this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid, illegal or
unenforceable, shall not be affected thereby and each term and provision of
this
Agreement shall be valid and enforced to the fullest extent permitted by
law.
6.8 The
Plan
and this Agreement contain the entire agreement between the parties with respect
to the subject matter contained herein and may not be modified, except as
provided in the Plan, as it may be amended from time to time in the manner
provided therein, or in this Agreement, as it may be amended from time to time
by a written document signed by each of the parties hereto. Any oral or written
agreements, representations, warranties, written inducements, or other
communications with respect to the subject matter contained herein made prior
to
the execution of the Agreement shall be void and ineffective for all
purposes.
IN
WITNESS WHEREOF, the parties hereto have caused this Restricted Stock Agreement
to be duly executed and delivered on the day and year first above
written.
CenturyTel,
Inc.
By:________________________
Xxxx
X.
Post, III
Chairman
of the Board and
Chief
Executive Officer
_____________________
«Director_Name»
Award
Recipient
