Amendment to Award Agreement
Exhibit
10.6
Amendment
to Award Agreement
This Amendment is dated as of June 26,
2009 and amends the Award Agreement dated August 3, 2007 between Xxxxxxx X.
Xxxxxxxx and Embarq Corporation (“Embarq”). In connection with the
proposed merger between Embarq, CenturyTel, Inc., a Louisiana Corporation
(“CenturyTel”) and Cajun Acquisition Company, a Delaware Corporation and wholly
owned subsidiary of CenturyTel (the “Merger”), Embarq, CenturyTel and you agree
that your Award Agreement is hereby amended as follows:
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1.
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The
Settlement Date shall be modified to be April 30,
2010.
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2.
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For
purposes of the Section 2 of the Award Agreement: (a) Xx. Xxxxxxxx will
not be deemed to have had a Separation from Service from the Board of
Directors of the Company upon completion of the Merger provided that
following the Merger, he serves on the Board of Directors of CenturyTel;
and (b) the completion of the Merger shall not be considered a “Change in
Control” that accelerates settlement of the RSU
Award. Following the completion of the Merger, provisions of
Section 2 relating to Separation from Service shall refer to Separation
from Service from the Board of Directors of
CenturyTel.
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IN
WITNESS WHEREOF, the parties hereby agree to the terms of this
Amendment.
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EMBARQ
CORPORATION
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By: /s/ Xxxxxxx X.
Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Title:
General Counsel & Corporate
Secretary
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Accepted
and Agreed to:
/s/
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
