FORM OF RESTRICTED STOCK AGREEMENT UNDER THE CENTURYTEL, INC. (2007 Grants to Section 16 Officers)
Exhibit
10.2
FORM
OF RESTRICTED STOCK AGREEMENT
UNDER
THE CENTURYTEL, INC.
2005
MANAGEMENT INCENTIVE COMPENSATION PLAN
(2007
Grants to Section 16 Officers)
This
RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of February 26,
2007, by and between CenturyTel, Inc. (“CenturyTel”) and ___________________
(“Award Recipient”).
WHEREAS,
CenturyTel maintains the 2005 Management Incentive Compensation Plan (the
“Plan”), under which the Compensation Committee of the Board of Directors of
CenturyTel (the “Committee”) may, directly or indirectly, among other things,
grant restricted shares of CenturyTel’s common stock, $1.00 par value per share
(the “Common Stock”), to key employees of CenturyTel or its subsidiaries
(collectively, the “Company”), 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, CenturyTel as of the
date
of this Agreement hereby awards to the Award Recipient ________ 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
|
February
26, 2008
|
|
February
26, 2009
|
|
February
26, 2010
|
|
February
26, 2011
|
|
February
26, 2012
|
2.
AWARD
RESTRICTIONS ON
RESTRICTED
STOCK
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 employment of the Award Recipient terminates as a result
of (i)
death, (ii) disability within the meaning of Section 22(e)(3) of the
Internal
Revenue Code, or (iii) if permitted by the Committee in accordance with
Section
3 below, retirement or termination by the Company; or
(b) the
occurrence of a Change of Control of CenturyTel, as described in Section
11.12
of the Plan.
3.
TERMINATION
OF EMPLOYMENT
If
the
Award Recipient’s employment terminates as the result of death or disability
within the meaning of Section 22(e)(3) of the Internal Revenue Code,
all
unvested shares of Restricted Stock granted hereunder shall immediately
vest.
Unless the Committee determines otherwise in the case of retirement
of the Award
Recipient on or after attaining the age of 55 with at least ten years
of prior
service with the Company or in the case of termination by the Company
of the
Award Recipient’s employment, termination of employment for any other reason,
except termination upon a Change of Control (as provided in Section
11.12 of the
Plan), 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 employment by the Company or within 18
months after termination of employment, the Award Recipient engages
in any
activity in competition with any activity of 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 employment for which either criminal
or civil penalties against the Award Recipient may be sought, (b)
conduct or
activity that results in termination of the Award Recipient’s employment for
cause, (c) violation of the Company’s policies, including, without limitation,
the Company’s xxxxxxx xxxxxxx policy and corporate compliance program, (d)
accepting employment 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 employee of the Company
who was employed
at any time during the Award Recipient’s tenure with the Company, 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
isolated, sporadic accommodation or assistance provided to a competitor,
at its
request, by the Award Recipient during the Award Recipient’s tenure with the
Company, but only if provided in the good faith and reasonable
belief that such
action would benefit the Company by promoting good business relations
with the
competitor and would not harm the Company’s interests in any substantial manner
or (B) any other service or assistance that is provided at the
request or with
the written permission of the Company, (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 salary, wages, reimbursements or
other
compensation, fringe benefits, retirement benefits or vacation
pay). 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 Committee 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, subject to any withholdings of shares under Section
6 below. 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.
WITHHOLDING
TAXES
At
the
time that all or any portion of the Restricted Stock vests,
the Award Recipient
must deliver to CenturyTel the amount of income tax withholding
required by law.
Unless otherwise directed in writing by CenturyTel, the
Award Recipient hereby
agrees to fully satisfy this tax withholding obligation
by permitting CenturyTel
to withhold from the shares the Award Recipient otherwise
would receive
hereunder shares of Common Stock having a value equal to
the minimum amount
required to be withheld (as determined under the Plan);
provided,
however,
that to
prevent the issuance of fractional shares and the under-withholding
of taxes,
the Award Recipient agrees that the number of shares withheld
shall be rounded
up to the next whole number of shares.
7.
ADDITIONAL
CONDITIONS
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
not acceptable to
CenturyTel. CenturyTel agrees to use commercially reasonable
efforts to issue
all shares of Common Stock issuable hereunder on the
terms provided
herein.
8.
NO
CONTRACT OF EMPLOYMENT INTENDED
Nothing
in this Agreement shall confer upon the Award Recipient
any right to continue in
the employment of the Company, or to interfere in any
way with the right of the
Company to terminate the Award Recipient’s employment relationship with the
Company at any time.
9.
BINDING
EFFECT
Upon
being duly executed and delivered by CenturyTel and
the Award Recipient, 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.
10.
INCONSISTENT
PROVISIONS
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.
11.
ATTORNEYS’
FEES AND EXPENSES
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).
12.
GOVERNING
LAW
This
Agreement shall be governed by and construed in
accordance with the laws of the
State of Louisiana.
13.
SEVERABILITY
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.
14.
ENTIRE
AGREEMENT; MODIFICATION
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 Agreement to be duly
executed and delivered on the day and year first
above
written.
CenturyTel,
Inc.
|
|
By:
____________________________________
|
|
Xxxx
X. Post, III
|
|
Chairman
and Chief Executive Officer
|
|
_______________________________________
|
|
{insert
name}
|
|
Optionee
|