Exhibit 10.2
As amended through May 23, 2000
AMENDED AND RESTATED
CENTURYTEL, INC.
2000 INCENTIVE COMPENSATION PLAN
WHEREAS, the CenturyTel, Inc. 2000 Incentive Compensation Plan
(the "Plan") was adopted by the Board of Directors of CenturyTel, Inc. (the
"Company") on February 22, 2000 and approved by the shareholders of the Company
on May 11, 2000; and
WHEREAS, the Board of Directors now wishes to amend Section 7.2 of the
Plan that provides for the grant of performance-based Other Stock-Based Awards
to provide minimum vesting periods for awards granted thereunder, except for
grants that relate in the aggregate to a relatively small number of shares of
Company common stock.
NOW THEREFORE, Section 7.2 of the Plan is hereby amended to read as
provided herein and the Plan is hereby restated in its entirety reflecting such
amendment to read as follows:
1. Purpose. The purpose of the 2000 Incentive Compensation Plan (this
"Plan") of CenturyTel, Inc. ("CenturyTel") is to increase shareholder value and
to advance the interests of CenturyTel and its subsidiaries (collectively, the
"Company") by furnishing a variety of equity incentives (the "Incentives")
designed to attract, retain and motivate officers, key employees, consultants
and advisors and to strengthen the mutuality of interests between such persons
and CenturyTel's shareholders. Incentives may consist of options to purchase
shares of CenturyTel's common stock, $1.00 par value per share (the "Common
Stock"), shares of restricted stock or other stock-based awards the value of
which is based upon the value of the Common Stock, all on terms determined under
this Plan. As used in this Plan, the term "subsidiary" means any corporation,
limited liability company or other entity of which CenturyTel owns (directly or
indirectly) within the meaning of Section 425(f) of the Internal Revenue Code of
1986, as amended (the "Code"), 50% or more of the total combined voting power of
all classes of stock, membership interests or other equity interests issued
thereby.
2. Administration.
2.1 Composition. This Plan shall be administered by the
compensation committee of the Board of Directors of CenturyTel, or by a
subcommittee of the compensation committee. The committee or
subcommittee that administers this Plan shall hereinafter be referred
to as the "Committee." The Committee shall consist of not fewer than
two members of the Board of Directors, each of whom shall (a) qualify
as a "non-employee director" under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "1934 Act"), or any successor rule, and (b)
qualify as an "outside director" under Section 162(m) of the Code and
the regulations thereunder (collectively, "Section 162(m)").
2.2 Authority. The Committee shall have authority to award
Incentives under this Plan, to interpret this Plan, to establish any
rules or regulations relating to this Plan that it determines to be
appropriate, to enter into agreements with or provide notices to
participants as to the terms of the Incentives (the "Incentive
Agreements") and to make any other determination that it believes
necessary or advisable for the proper administration of this Plan. Its
decisions concerning matters relating to this Plan shall be final,
conclusive and binding on the Company and participants. The Committee
may delegate its authority hereunder to the extent provided in Section
3 hereof. The Committee shall not have authority to award Incentives
under this Plan to directors in their capacities as such.
3. Eligible Participants. Key employees and officers of the Company
(including officers who also serve as directors of the Company) and consultants
and advisors to the Company shall become eligible to receive Incentives under
this Plan when designated by the Committee. Employees may be designated
individually or by groups or categories, as the Committee deems appropriate.
With respect to participants not subject to Section 16 of the 1934 Act or
Section 162(m), the Committee may delegate to appropriate personnel of the
Company its authority to designate participants, to determine the size, type and
terms of the Incentives to be received by those participants and to determine
any performance objectives for those participants. Any such delegation by the
Committee shall not include the authority to change or modify in any way the
terms of a previously granted Incentive or to take any other action authorized
herein to be taken by the Committee and not specifically permitted to be
delegated in this Section 3.
4. Shares Subject to this Plan. The shares of Common Stock with
respect to which Incentives may be granted under this Plan shall be subject to
the following:
4.1 Type of Common Stock. The shares of Common Stock with
respect to which Incentives may be granted under this Plan shall be
currently authorized but unissued shares or shares currently held or
subsequently acquired by the Company as treasury shares, including
shares purchased in the open market or in private transactions.
4.2 Maximum Number of Shares. Subject to the other provisions
of this Section 4, the maximum number of shares of Common Stock that
may be delivered to participants and their beneficiaries under this
Plan shall be 4,000,000 shares of Common Stock.
4.3 Share Counting. To the extent any shares of Common Stock
covered by an Incentive are not delivered to a participant or
beneficiary because the Incentive is forfeited or canceled, or the
shares of Common Stock are not delivered because the Incentive is paid
or settled in cash or used to satisfy the applicable tax withholding
obligation, such shares shall not be deemed to have been delivered for
purposes of determining the maximum number of shares of Common Stock
available for delivery under this Plan. In the event that shares of
Common Stock are issued as Incentives and thereafter are forfeited or
reacquired by the Company pursuant to rights reserved upon issuance
thereof, such forfeited and reacquired Shares may again be issued under
this Plan. If the exercise price of any stock option granted under this
Plan is satisfied by tendering shares of Common Stock to the Company
(by either actual delivery or by attestation), only the number of
shares of Common Stock issued net of the shares of Common Stock
tendered shall be deemed delivered for purposes of determining the
maximum number of shares of Common Stock available for delivery under
this Plan.
4.4 Limitations on Number of Shares. Subject to Section 4.5,
the following additional limitations are imposed under this Plan:
(a) The maximum number of shares of Common Stock that
may be issued upon exercise of stock options intended to
qualify as incentive stock options under Section 422 of the
Code shall be 4,000,000 shares. Notwithstanding any other
provision herein to the contrary, (i) all shares issuable
under incentive stock options shall be counted against this
limit and (ii) shares that are issued and are later forfeited,
cancelled or reacquired by the Company, shares withheld to
satisfy withholding tax obligations and shares delivered in
payment of the Incentive price shall have no effect on this
limitation.
(b) The maximum number of shares of Common Stock that
may be covered by Incentives granted under this Plan to any
one individual during any one calendar-year period shall be
600,000.
(c) The maximum number of shares of Common Stock that
may be issued as restricted stock or Other Stock-Based Awards
(as defined below) shall be 500,000 shares.
(d) If, after shares have been earned under an
Incentive, the delivery is deferred, any additional shares
attributable to dividends paid during the deferral period
shall be disregarded for purposes of the limitations of this
Section 4.
4.5 Adjustment. In the event of any recapitalization,
reclassification, stock dividend, stock split, combination of shares or
other change in the Common Stock, all limitations on numbers of shares
of Common Stock provided in this Section 4 and the number of shares of
Common Stock subject to outstanding Incentives shall be adjusted in
proportion to the change in outstanding shares of Common Stock. In
addition, in the event of any such change in the Common Stock, the
Committee shall make any other adjustment that it determines to be
equitable, including without limitation adjustments to the exercise
price of any option and any per share performance objectives of any
Incentive in order to provide participants with the same relative
rights before and after such adjustment.
5. Stock Options. The Committee may grant incentive stock options (as
such term is defined in Section 422 of the Code) or non-qualified stock options.
Any option that is designated as a non-qualified stock option shall not be
treated as an incentive stock option. Each stock option granted by the Committee
under this Plan shall be subject to the following terms and conditions:
5.1 Price. The exercise price per share shall be determined
by the Committee,subject to adjustment under Section 4.5; provided that
in no event shall the exercise price be less than the Fair Market Value
(as defined below) of a share of Common Stock on the date of grant,
except in the case of a stock option granted in assumption of or in
substitution for an outstanding award of a company acquired by the
Company or with which the Company combines.
5.2 Number. The number of shares of Common Stock subject to
the option shall be determined by the Committee, subject to the
limitations and adjustments provided in Section 4 hereof.
5.3 Duration and Time for Exercise. Subject to earlier
termination as provided in Section 8.4 and 8.13, the term of each stock
option shall be determined by the Committee. Each stock option shall
become exercisable at such time or times during its term as shall be
determined by the Committee. The Committee may accelerate the
exercisability of any stock option at any time.
5.4 Repurchase. Upon approval of the Committee, the Company
may repurchase all or a portion of a previously granted stock option
from a participant by mutual agreement before such option has been
exercised by payment to the participant of cash or Common Stock or a
combination thereof with a value equal to the amount per share by
which: (a) the Fair Market Value of the Common Stock subject to the
option on the business day immediately preceding the date of purchase
exceeds (b) the exercise price.
5.5 Manner of Exercise. A stock option may be exercised, in
whole or in part, by giving written notice to the Company, specifying
the number of shares of Common Stock to be purchased. The exercise
notice shall be accompanied by tender of the full purchase price for
such shares, which may be paid or satisfied by (a) cash; (b) check; (c)
delivery of shares of Common Stock, which shares shall be valued for
this purpose at the Fair Market Value on the business day immediately
preceding the date such option is exercised and, unless otherwise
determined by the Committee, shall have been held by the optionee for
at least six months; (d) delivery of irrevocable written instructions
to a broker approved by the Company (with a copy to the Company) to
immediately sell a portion of the shares issuable under the option and
to deliver promptly to the Company the amount of sale proceeds (or loan
proceeds if the broker lends funds to the participant for delivery to
the Company) to pay the exercise price; or (e) in such other manner as
may be authorized from time to time by the Committee, provided that all
such payments shall be made or denominated in United States dollars. In
the case of delivery of an uncertified check, no shares shall be issued
until the check has been paid in full. In the case of delivery of
irrevocable instructions to a broker as permitted above, any shares
sold in order to finance the payment of the exercise price shall be
deemed to be validly issued in exchange for services previously
rendered. Prior to the issuance of shares of Common Stock upon the
exercise of a stock option, a participant shall have no rights as a
shareholder.
5.6 Repricing. Except for adjustments pursuant to Section 4.5
unless approved by the shareholders of the Company, the exercise price
for any outstanding option granted under this Plan may not be decreased
after the date of grant nor may an outstanding option granted under
this Plan be surrendered to the Company as consideration for the grant
of a new option with a lower exercise price.
5.7 Incentive Stock Options. Notwithstanding anything in
this Plan to the contrary, the following additional provisions shall
apply to the grant of stock options that are intended to qualify as
incentive stock options.
(a) Any incentive stock option authorized under this
Plan shall contain such other provisions as the Committee
shall deem advisable, but shall in all events be consistent
with and contain or be deemed to contain all provisions
required in order to qualify the options as incentive stock
options;
(b) All incentive stock options must be granted
within ten years from the date on which this Plan was adopted
by the Board of Directors;
(c) Unless sooner exercised, all incentive stock
options shall expire no later than ten years after the date
of grant;
(d) No incentive stock option shall be granted to any
participant who, at the time such option is granted, would own
(within the meaning of Section 422 of the Code) stock
possessing more than 10% of the total combined voting power of
all classes of stock of the employer corporation or of its
parent or subsidiary corporation; and
(e) The aggregate Fair Market Value (determined with
respect to each incentive stock option as of the time such
incentive stock option is granted) of the Common Stock with
respect to which incentive stock options are exercisable for
the first time by a participant during any calendar year
(under this Plan or any other plan of the Company) shall not
exceed $100,000. To the extent that such limitation is
exceeded, such options shall not be treated, for federal
income tax purposes, as incentive stock options.
5.8 Equity Maintenance. If a participant exercises an option
during the term of his employment with the Company, and pays the
exercise price (or any portion thereof) through the surrender of shares
of outstanding Common Stock owned by the participant, the Committee
may, in its discretion, grant to such participant an additional option
to purchase the number of shares of Common Stock equal to the shares of
Common Stock so surrendered by such participant. Any such additional
options granted by the Committee shall be exercisable at the Fair
Market Value of the Common Stock determined as of the business day
immediately preceding the respective dates such additional options may
be granted. The grant of such additional options under this Section 5.8
shall be made upon such other terms and conditions as the Committee may
from time to time determine.
6. Restricted Stock.
6.1 Grant of Restricted Stock. An award of restricted stock
may be subject to the attainment of specified performance goals or
targets, restrictions on transfer, forfeitability provisions and such
other terms and conditions as the Committee may determine, subject to
the provisions of this Plan. To the extent restricted stock is intended
to qualify as performance based compensation under Section 162(m), it
must meet the additional requirements imposed thereby.
6.2 The Restricted Period. At the time an award of restricted
stock is made, the Committee shall establish a period of time during
which the transfer of the shares of restricted stock shall be
restricted (the "Restricted Period"). Each award of restricted stock
may have a different Restricted Period. A Restricted Period of at least
three years is required, except that if vesting of the shares is
subject to the attainment of specified performance goals, a Restricted
Period of one year or more is permitted. Unless otherwise provided in
the Incentive Agreement, the Committee may in its discretion declare
the Restricted Period terminated upon a participant's death,
disability, retirement or other termination by the Company and permit
the sale or transfer of the restricted stock. The expiration of the
Restricted Period shall also occur as provided under Section 8.13 upon
a Change of Control of the Company.
6.3 Escrow. The participant receiving restricted stock shall
enter into an Incentive Agreement with the Company setting forth the
conditions of the grant. Certificates representing shares of restricted
stock shall be registered in the name of the participant and deposited
with the Company, together with a stock power endorsed in blank by the
participant. Each such certificate shall bear a legend in substantially
the following form:
The transferability of this certificate and the shares of
Common Stock represented by it is subject to the terms and
conditions (including conditions of forfeiture) contained in
the CenturyTel, Inc. 2000 Incentive Compensation Plan (the
"Plan") and an agreement entered into between the registered
owner and CenturyTel, Inc. thereunder. Copies of this Plan and
the agreement are on file and available for inspection at the
principal office of the Company.
6.4 Dividends on Restricted Stock. Any and all cash and stock
dividends paid with respect to the shares of restricted stock shall be
subject to any restrictions on transfer, forfeitability provisions or
reinvestment requirements as the Committee may, in its discretion,
prescribe in the Incentive Agreement.
6.5 Forfeiture. In the event of the forfeiture of any shares
of restricted stock under the terms provided in the Incentive Agreement
(including any additional shares of restricted stock that may result
from the reinvestment of cash and stock dividends, if so provided in
the Incentive Agreement), such forfeited shares shall be surrendered
and the certificates cancelled. The participants shall have the same
rights and privileges, and be subject to the same forfeiture
provisions, with respect to any additional shares received pursuant to
Section 4.5 due to a recapitalization, stock split or other change in
capitalization.
6.6 Expiration of Restricted Period. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Committee or at such earlier time as
provided for in Section 6.2 and in the Incentive Agreement or an
amendment thereto, the restrictions applicable to the restricted stock
shall lapse and a stock certificate for the number of shares of
restricted stock with respect to which the restrictions have lapsed
shall be delivered, free of all such restrictions and legends other
than those required by law, to the participant or the participant's
estate, as the case may be.
6.7 Rights as a Shareholder. Subject to the restrictions
imposed under the terms and conditions of this Plan and subject to any
other restrictions that may be imposed in the Incentive Agreement, each
participant receiving restricted stock shall have all the rights of a
shareholder with respect to shares of Common Stock during any period in
which such shares are subject to forfeiture and restrictions on
transfer, including without limitation, the right to vote such shares.
6.8 Performance-Based Restricted Stock. Any grant of
restricted stock that is intended to qualify as "performance-based
compensation" under Section 162(m) shall be conditioned on the
achievement of one or more performance measures. The performance
measures pursuant to which the restricted stock shall vest shall be any
or a combination of the following measures applied to the Company, a
subsidiary or a division: earnings per share, return on assets, an
economic value added measure, shareholder return, earnings, return on
equity, return on investment, cash provided by operating activities,
increase in cash flow, increase in revenues or customer growth. For any
performance period, such performance objectives may be measured on an
absolute basis or relative to a group of peer companies selected by the
Committee, relative to internal goals or relative to levels attained in
prior years. For grants of restricted stock intended to qualify as
"performance-based compensation," the grants of restricted stock and
the establishment of performance measures shall be made during the
period required under Section 162(m).
7. Other Stock-Based Awards.
7.1 Grant of Other Stock-Based Awards. The Committee may grant
to eligible participants "Other Stock-Based Awards," which shall
consist of awards, other than options or restricted stock provided for
in Sections 5 and 6, the value of which is based in whole or in part on
the value of shares of Common Stock. Other Stock-Based Awards may be
awards of shares of Common Stock or may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or
related to, shares of, or appreciation in the value of, Common Stock
(including, without limitation, securities convertible or exchangeable
into or exercisable for shares of Common Stock), as deemed by the
Committee consistent with the purposes of this Plan. The Committee
shall determine the terms and conditions of any Other Stock-Based Award
(including which rights of a shareholder, if any, the recipient shall
have with respect to Common Stock associated with any such award) and
may provide that such award is payable in whole or in part in cash. An
Other Stock-Based Award may be subject to the attainment of such
specified performance goals or targets as the Committee may determine,
subject to the provisions of this Plan. To the extent that an Other
Stock-Based Award is intended to qualify as "performance-based
compensation" under Section 162(m), it must meet the additional
requirements imposed thereby.
7.2 Performance-Based Other Stock-Based Awards. Any grant of
an Other Stock-Based Award that is intended to qualify as
"performance-based compensation" under Section 162(m) shall be
conditioned on the achievement of one or more performance measures. The
performance measures pursuant to which the Other Stock-Based Award
shall vest shall be any or a combination of the following measures
applied to the Company, a subsidiary or a division: earnings per share,
return on assets, an economic value added measure, stockholder return,
earnings, return on equity, return on investment, cash provided by
operating activities, increase in cash flow, increase in revenues or
customer growth. For any performance period, such performance
objectives may be measured on an absolute basis or relative to a group
of peer companies selected by the Committee, relative to internal goals
or relative to levels attained in prior years. For grants of Other
Stock-Based Awards intended to qualify as "performance-based
compensation," the grants of Other Stock-Based Awards and the
establishment of performance measures shall be made during the period
required under Section 162(m). Other Stock-Based Awards granted under
this Section 7.2 shall be subject to vesting periods that are
equivalent in length to the Restricted Periods for restricted stock
described in Section 6.2 hereof, except that the Committee may make
special awards under this Section 7.2 with respect to an aggregate of
no more than 200,000 shares of Common Stock, as adjusted under Section
4.5, which special awards shall not be subject to the minimum vesting
period requirements described herein.
8. General.
8.1 Duration. Subject to Section 8.10, this Plan shall remain
in effect until all Incentives granted under this Plan have either been
satisfied by the issuance of shares of Common Stock or the payment of
cash or been terminated under the terms of this Plan or the applicable
Incentive Agreement and all restrictions imposed on shares of Common
Stock in connection with their issuance under this Plan have lapsed.
8.2 Transferability of Incentives. No Incentive granted
hereunder may be transferred, pledged, assigned or otherwise encumbered
by the holder thereof except:
(a) by will;
(b) by the laws of descent and distribution;
(c) pursuant to a domestic relations order, as
defined in the Code; or
(d) in the case of stock options only, if permitted
by the Committee and so provided in the Incentive Agreement or
an amendment thereto, (i) to Immediate Family Members, (ii) to
a partnership in which Immediate Family Members, or entities
in which Immediate Family Members are the sole owners, members
or beneficiaries, as appropriate, are the only partners, (iii)
to a limited liability company in which Immediate Family
Members, or entities in which Immediate Family Members are the
sole owners, members or beneficiaries, as appropriate, are the
only members, or (iv) to a trust for the sole benefit of
Immediate Family Members. "Immediate Family Members" means the
spouse and natural or adopted children or grandchildren of the
participant and their respective spouses. To the extent that
an incentive stock option is permitted to be transferred
during the lifetime of the participant, it shall be treated
thereafter as a non-qualified stock option.
Any attempted assignment, transfer, pledge, hypothecation or other
disposition of an Incentive, or levy of attachment or similar process
upon the Incentive not specifically permitted herein, shall be null and
void and without effect.
8.3 Dividend Equivalents. In the sole and complete discretion
of the Committee, an Incentive may provide the holder thereof with
dividends or dividend equivalents, payable in cash, shares, other
securities or other property on a current or deferred basis.
8.4 Effect of Termination of Employment or Death.In the event
that a participant ceases to be an employee of the Company for any
reason, including death, disability, early retirement or normal
retirement, any Incentives may be exercised, shall vest or shall expire
at such times as may be determined by the Committee and set forth in
the Incentive Agreement.
8.5 Additional Condition. Anything in this Plan to the
contrary notwithstanding: (a) the Company may, if it shall determine it
necessary or desirable for any reason, at the time of award of any
Incentive or the issuance of any shares of Common Stock pursuant to any
Incentive, require the recipient of the Incentive, as a condition to
the receipt thereof or to the receipt of shares of Common Stock issued
pursuant thereto, to deliver to the Company a written representation of
present intention to acquire the Incentive or the shares of Common
Stock issued pursuant thereto for his own account for investment and
not for distribution; and (b) if at any time the Company further
determines, in its sole discretion, that the listing, registration or
qualification (or any updating of any such document) of any Incentive
or the shares of Common Stock issuable pursuant thereto 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 award of any Incentive, the issuance of shares of
Common Stock pursuant thereto, or the removal of any restrictions
imposed on such shares, such Incentive shall not be awarded or such
shares of Common Stock shall not be issued or such restrictions shall
not be removed, as the case may be, in whole or in part, unless such
listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Company.
8.6 Incentive Agreements. An Incentive under this Plan shall
be subject to such terms and conditions, not inconsistent with this
Plan, as the Committee may, in its sole discretion, prescribe and set
forth in the Incentive Agreement. Such terms and conditions may provide
for the forfeiture of an Incentive or the gain associated with an
Incentive under certain circumstances to be set forth in the Incentive
Agreement, including if the participant competes with the Company or
engages in other activities that are harmful to the Company. All terms
and conditions of any Incentive shall be reflected in such form of
Incentive Agreement as is determined by the Committee. A copy of such
document shall be provided to the participant, and the Committee may,
but need not, require that the participant sign a copy of such
document. Such document is referred to in this Plan as an "Incentive
Agreement" regardless of whether a participant's signature is required.
8.7 Withholding.
(a) The Company shall have the right to withhold from
any payments or stock issuances under this Plan, or to collect
as a condition of payment, any taxes required by law to be
withheld.
(b) Any participant may, but is not required to,
satisfy his or her withholding tax obligation in whole or in
part by electing (the "Election") to have the Company withhold
from the shares the participant otherwise would receive shares
of Common Stock having a value equal to the minimum amount
required to be withheld. The value of the shares to be
withheld shall be based on the Fair Market Value of the Common
Stock on the date that the amount of tax to be withheld shall
be determined (the "Tax Date"). Each Election must be made
prior to the Tax Date. The Committee may disapprove of any
Election, may suspend or terminate the right to make
Elections, or may provide with respect to any Incentive that
the right to make Elections shall not apply to such Incentive.
8.8 No Continued Employment. No participant under this Plan
shall have any right, because of his or her participation, to continue
in the employ of the Company for any period of time or to any right to
continue his or her present or any other rate of compensation.
8.9 Deferral Permitted. Payment of cash or distribution of
any shares of Common Stock to which a participant is entitled under
any Incentive shall be made as provided in the Incentive Agreement.
Payment may be deferred at the option of the participant if provided
in the Incentive Agreement.
8.10 Amendment or Discontinuance of this Plan. The Board may
amend or discontinue this Plan at any time; provided, however, that no
such amendment may:
(a) without the approval of the shareholders, (i)
increase, subject to adjustments permitted herein, the maximum
number of shares of Common Stock that may be issued through
this Plan, (ii) materially increase the benefits accruing to
participants under this Plan, (iii) materially expand the
classes of persons eligible to participate in this Plan, or
(iv) amend Section 5.6 to permit repricing of options, or
(b) materially impair, without the consent of the
recipient, an Incentive previously granted, except that the
Company retains all rights under Section 8.13 hereof.
8.11 Definition of Fair Market Value. Whenever the "Fair
Market Value" of Common Stock or some other specified security must be
determined for purposes of this Plan, it shall be determined as
follows: (i) if the Common Stock or other security is listed on an
established stock exchange or any automated quotation system that
provides sale quotations, the closing sale price for a share thereof on
such exchange or quotation system on the applicable date and if shares
are not traded on such day, on the next preceding trading date, (ii) if
the Common Stock or other security is not listed on any exchange or
quotation system, but bid and asked prices are quoted and published,
the mean between the quoted bid and asked prices on the applicable date
and if bid and asked prices are not available on such day, on the next
preceding day on which such prices were available; and (iii) if the
Common Stock or other security is not regularly quoted, the fair market
value of a share thereof on the applicable date as established by the
Committee in good faith.
8.12 Loans. In order to assist a participant in acquiring
shares of Common Stock pursuant to an Incentive granted under this
Plan, the Committee may authorize, at either the time of the grant of
the Incentive, at the time of the acquisition of Common Stock pursuant
to the Incentive, or at the time of the lapse of restrictions on shares
of restricted stock granted under this Plan, the extension of a loan to
the participant by the Company. The terms of any loans, including the
interest rate, collateral and terms of repayment, will be subject to
the discretion of the Committee. The maximum credit available hereunder
shall be equal to the aggregate purchase price of the shares of Common
Stock to be acquired pursuant to the Incentive plus the maximum tax
liability that may be incurred in connection with the Incentive.
8.13 Change of Control.
(a) A Change of Control shall mean:
(i) the acquisition by any person of
beneficial ownership of 30% or more of the
outstanding shares of the Common Stock or 30% or more
of the combined voting power of CenturyTel's then
outstanding securities entitled to vote generally in
the election of directors; provided, however, that
for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of
Control:
(A) any acquisition (other than a
Business Combination (as defined below)
which constitutes a Change of Control under
Section 8.13(a)(iii) hereof) of Common Stock
directly from the Company,
(B) any acquisition of Common Stock
by the Company,
(C) any acquisition of Common Stock
by any employee benefit plan (or related
trust) sponsored or maintained by the
Company or any corporation controlled by the
Company, or
(D) any acquisition of Common Stock
by any corporation pursuant to a Business
Combination that does not constitute a
Change of Control under Section 8.13(a)(iii)
hereof; or
(ii) individuals who, as of January 1, 2000
constituted the Board of Directors of CenturyTel (the
"Incumbent Board") cease for any reason to constitute
at least a majority of the Board of Directors;
provided, however, that any individual becoming a
director subsequent to such date whose election, or
nomination for election by CenturyTel's shareholders,
was approved by a vote of at least two-thirds of the
directors then comprising the Incumbent Board shall
be considered a member of the Incumbent Board, unless
such individual's initial assumption of office occurs
as a result of an actual or threatened election
contest with respect to the election or removal of
directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a person
other than the Incumbent Board; or
(iii) consummation of a reorganization,
share exchange, merger or consolidation (including
any such transaction involving any direct or indirect
subsidiary of CenturyTel) or sale or other
disposition of all or substantially all of the assets
of the Company (a "Business Combination"); provided,
however, that in no such case shall any such
transaction constitute a Change of Control if
immediately following such Business Combination:
(A) the individuals and entities who
were the beneficial owners of CenturyTel's
outstanding Common Stock and CenturyTel's
voting securities entitled to vote generally
in the election of directors immediately
prior to such Business Combination have
direct or indirect beneficial ownership,
respectively, of more than 50% of the then
outstanding shares of common stock, and more
than 50% of the combined voting power of the
then outstanding voting securities entitled
to vote generally in the election of
directors of the surviving or successor
corporation, or, if applicable, the ultimate
parent company thereof (the
"Post-Transaction Corporation"), and
(B) except to the extent that such
ownership existed prior to the Business
Combination, no person (excluding the
Post-Transaction Corporation and any
employee benefit plan or related trust of
either CenturyTel, the Post-Transaction
Corporation or any subsidiary of either
corporation) beneficially owns, directly or
indirectly, 20% or more of the then
outstanding shares of common stock of the
corporation resulting from such Business
Combination or 20% or more of the combined
voting power of the then outstanding voting
securities of such corporation, and
(C) at least a majority of the
members of the board of directors of the
Post-Transaction Corporation were members of
the Incumbent Board at the time of the
execution of the initial agreement, or of
the action of the Board of Directors,
providing for such Business Combination; or
(iv) approval by the shareholders of
CenturyTel of a complete liquidation or dissolution
of CenturyTel.
For purposes of this Section 8.13, the term "person" shall
mean a natural person or entity, and shall also mean the group
or syndicate created when two or more persons act as a
syndicate or other group (including, without limitation, a
partnership or limited partnership) for the purpose of
acquiring, holding, or disposing of a security, except that
"person" shall not include an underwriter temporarily holding
a security pursuant to an offering of the security.
(b) Upon a Change of Control of the type described
in clause (a)(i) or (a)(ii) of this Section 8.13 or upon the
approval by the Board of Directors of CenturyTel of any Change
of Control of the type described in clause (a)(iii) or (a)(iv)
of this Section 8.13, all outstanding Incentives granted
pursuant to this Plan shall automatically become fully vested
and exercisable, all restrictions or limitations on any
Incentives shall automatically lapse and, unless otherwise
provided in the applicable Incentive Agreement, all
performance criteria and other conditions relating to the
payment of Incentives shall be deemed to be achieved or waived
by CenturyTel without the necessity of action by any person.
(c) No later than 30 days after a Change of Control
of the type described in subsections (a)(i) or (a)(ii) of this
Section 8.13 and no later than 30 days after the approval by
the Board of a Change of Control of the type described in
subsections (a)(iii) or (a)(iv) of this Section 8.13, the
Committee, acting in its sole discretion without the consent
or approval of any participant (and notwithstanding any
removal or attempted removal of some or all of the members
thereof as directors or Committee members), may act to effect
one or more of the alternatives listed below, which may vary
among individual participants and which may vary among
Incentives held by any individual participant:
(i) require that all outstanding options
or Other Stock-Based Awards be exercised on or before
a specified date (before or after such Change of
Control) fixed by the Committee, after which
specified date all unexercised options and Other
Stock-Based Awards and all rights of participants
thereunder shall terminate,
(ii) make such equitable adjustments to
Incentives then outstanding as the Committee deems
appropriate to reflect such Change of Control
(provided, however, that the Committee may determine
in its sole discretion that no adjustment is
necessary),
(iii) provide for mandatory conversion of
some or all of the outstanding options or Other
Stock-Based Awards held by some or all participants
as of a date, before or after such Change of Control,
specified by the Committee, in which event such
options and Other Stock-Based Awards shall be deemed
automatically cancelled and the Company shall pay, or
cause to be paid, to each such participant an amount
of cash per share equal to the excess, if any, of the
Change of Control Value of the shares subject to such
option or Other Stock-Based Award, as defined and
calculated below, over the exercise price of such
options or the exercise or base price of such Other
Stock-Based Awards or, in lieu of such cash payment,
the issuance of Common Stock or securities of an
acquiring entity having a Fair Market Value equal to
such excess, or
(iv) provide that thereafter, upon any
exercise of an option or Other Stock-Based Award that
entitles the holder to receive Common Stock, the
holder shall be entitled to purchase or receive under
such option or Other Stock-Based Award, in lieu of
the number of shares of Common Stock then covered by
such option or Other Stock-Based Award, the number
and class of shares of stock or other securities or
property (including, without limitation, cash) to
which the holder would have been entitled pursuant to
the terms of the agreement providing for the
reorganization, share exchange, merger, consolidation
or asset sale, if, immediately prior to such Change
of Control, the holder had been the record owner of
the number of shares of Common Stock then covered by
such option or Other Stock-Based Award.
(d) For the purposes of paragraph (iii) of Section
8.13(c), the "Change of Control Value" shall equal the amount
determined by whichever of the following items is applicable:
(i) the per share price to be paid to
shareholders of CenturyTel in any such merger,
consolidation or other reorganization,
(ii) the price per share offered to
shareholders of CenturyTel in any tender offer or
exchange offer whereby a Change of Control takes
place,
(iii) in all other events, the fair market
value per share of Common Stock into which such
options being converted are exercisable, as
determined by the Committee as of the date determined
by the Committee to be the date of conversion of such
options, or
(iv) in the event that the consideration
offered to shareholders of CenturyTel in any
transaction described in this Section 8.13 consists
of anything other than cash, the Committee shall
determine the fair cash equivalent of the portion of
the consideration offered that is other than cash.
* * * * * * * * * *
Approved by the Board of Directors: February 22, 2000
Approved by the Shareholders: May 11, 2000
Amended and Restated by the Board of Directors: May 23, 2000
