0001193125-08-046346 Sample Contracts

Employment Agreement
Employment Agreement • March 4th, 2008 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 3, 2008 (the “Effective Date”), by and between Embarq Corporation, a Delaware corporation (the “Company”), and THOMAS A. GERKE (“Executive”).

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EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 4th, 2008 • Embarq CORP • Telephone communications (no radiotelephone)

This Award Agreement is governed by the laws of the State of Delaware without giving effect to the principles of the conflict of laws to the contrary. This Award Agreement may be modified only by written instrument signed by you and the Company; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided in the Plan. Neither this Award Agreement, nor the Award, may be transferred, sold, assigned, pledged or otherwise alienated or hypothecated by you in any way other than by will, or by the laws of descent and distribution. By accepting this Award, you acknowledge the authority and discretion of the Board and the Committee with respect to this Award

EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN FORM OF STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 4th, 2008 • Embarq CORP • Telephone communications (no radiotelephone)

Subject to the Embarq Corporation 2006 Equity Incentive Plan (the “Plan”) and this Stock Option Award Agreement, including Attachment A (the “Award Agreement”), the Company is granting to you an award of Stock Options (the “Options”) under the Plan (this “Award”). The Grant Date, the exercise price, the number of Shares subject to the Options, and the vesting dates for such Options, respectively, are as follows:

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