Exhibit 10.3
FORM OF RESTRICTED STOCK AGREEMENT
UNDER THE CENTURYTEL, INC.
2005 MANAGEMENT INCENTIVE COMPENSATION PLAN
This RESTRICTED STOCK AGREEMENT (this "Agreement") is entered into as of
[__________] ___, 200__, 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"); 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, together with associated preference
share purchase rights under CenturyTel's rights agreement dated as of August 27,
1996, as amended (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
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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 or 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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 applicable securities laws.
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. In accordance with and subject to the terms of the Plan, the
Award Recipient may satisfy the tax withholding obligation in whole or in part
by delivering currently owned shares of Common Stock or by electing to have
CenturyTel 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).
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
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:
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▇▇▇▇ ▇. Post, III
Chairman and Chief Executive Officer
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{Insert name}
Award Recipient
