Lumen Technologies, Inc. Short-Term Incentive Plan - Annual

The Lumen Short-Term Incentive Plan - Annual (the “Plan”) is designed to motivate employees of Lumen Technologies, Inc. (“Lumen”) and its eligible subsidiaries (referred to as the “Company”) by creating the potential for additional compensation for their contributions. The potential short-term incentive (“STI”) payout is intended to reward individual performance and motivate employees to contribute to the entire Company’s success. The Plan is focused on the attainment of goals that are intended to result in the creation of shareholder value and earnings growth over time.

The objectives of the Plan are to:

·Motivate, recognize, and reward Employees (as defined below) who make substantial contributions to the Company’s growth and profitability;

·Support executive efforts to achieve higher levels of Company performance;

·Foster cooperation and establish priorities that emphasize returning value to the shareholder;

·Encourage a long-term view with regard to the management of the Company; and

·Retain high performers in the Company.

The Plan is based on a fiscal year which aligns with the calendar year. Each calendar year is considered to be a new plan year (“Plan Year”) for the purpose of the Plan. The decision to offer a plan or STI payout for the Plan Year remains within the full discretion of either (i) the Human Resources & Compensation Committee of the Lumen Board of Directors (the “Committee”) with respect to STI awards to the Company’s Senior Officers (as defined in the Committee’s charter), or (ii) the Company’s Chief Executive Officer (“CEO”) or his or her delegates with respect to other participants.. The Committee’s or the CEO’s, as applicable, decision to offer a plan for any particular Plan Year will be announced via a Lumen Short-Term Incentive Plan Overview (the “Overview”), published by the Lumen Compensation Department (“Compensation”) for that Plan Year. Once the Overview is published, it will supplement the terms of this Plan and will be deemed attached hereto and incorporated herein by reference. If no Overview is published by Compensation for a particular Plan Year, this Plan will be neither applicable to nor effective for that Plan Year. Subject to the publication of such Overviews, this Plan is effective for Plan Years beginning on or after January 1, 2017.

Participation and eligibility under the Plan do not guarantee that you will receive any payment under the Plan. Participation in the Plan is limited to certain regular full-time and part-time employees in Eligible Positions who are employed by the Company and are not covered by another short-term incentive plan or agreement (e.g., a sales incentive plan or a monthly STI plan) or are not covered by a written collective bargaining agreement, unless such plan or agreement specifically provides otherwise (collectively “Employees”). The lists of Eligible Positions are maintained by Compensation. Typically, Employees may participate in only one short-term incentive or variable compensation plan at any one time, unless their position is designated by Compensation to allow multiple plan participation.

For example, Employees in certain positions are eligible to simultaneously participate in the Short-Term Incentive Plan – Annual and the STI Plan – Monthly/Quarterly. Those Employees will be notified of the “split” in writing – that is, the amount of target STI attributed to the STI Plan – Annual and amount of target STI attributed to the STI Plan – Monthly/Quarterly.

Individual employee eligibility requires that the Employee:

2.has at least three (3) months consecutive service in one or more Eligible Positions during the Plan Year or has experienced a Qualifying Transfer, and

3.is actively employed (“actively employed” excludes employees who are suspended from duty for any legally permissible reason, such as a disciplinary action, or who have provided or received notice of termination of employment) by the Company through the Active Employee STI Payout Date (as defined in the “Timing of Payments/STI Award Payout” section), or has experienced a Qualifying Termination prior to the Active Employee STI Payout Date.

The definitions of “Qualifying Transfer” and “Qualifying Termination,” as well as additional details regarding the same, are outlined in the applicable Country-Specific Addendum. For avoidance of doubt, employees who terminate due to a voluntary resignation are not eligible unless such resignation constitutes a “Qualifying Termination.”

The Country-Specific Addendum outlines specific eligibility and pro-rating rules applicable to each country in which there are eligible Employees. Capitalized terms used in the Country-Specific Addendum which are not defined in the Country-Specific Addendum but are defined in the Plan shall have the same meaning given to them in the Plan. STI Awards and payouts are subject to the criteria and rules stated in this Plan and the additional criteria and rules stated in the Country-Specific Addendum, as updated or amended from time to time. The Country-Specific Addendum applies only to service rendered while employed in that country.

The “STI Target Opportunity” is the product of an Employee’s STI Eligible Earnings and their STI Target Percent associated with their earnings during the same time period. The STI Target Opportunity is expressed as an amount in local currency.

STI Target Opportunity will be pro-rated to reflect part-time status. In addition, changes in eligibility, salary, eligible earnings, or STI Target Percent during the Plan Year will impact the STI Target Opportunity, as further explained in the Employee’s Country-Specific Addendum.

Employees’ STI Target Percent are set by the Committee or Compensation, as applicable, based upon salary grade, job, tenure and other relevant market factors. Employees can view their STI Target Percent in SuccessFactors under their Profile. Request for corrections to STI Target Percentages should be raised to HR at HRconnect.

If an Employee experiences a change in any of the factors used in calculating their STI Target Opportunity, a partial year STI Target Opportunity will be calculated. The partial year STI target opportunity will be pro-rated based on the number of days to which a common set of factors (salary, STI Target Percent, and full-time/part-time status) apply. The partial year STI Target Opportunities are added together to calculate the overall STI Target Opportunity for the year. Please refer to the Country-Specific Addendum for further details and a calculation example.

For Employees who move from one business unit or country to another, a pro-rated STI Award will be calculated, as applicable, based on the CPF for each business unit or country for the number of days worked in each business unit or country and corresponding STI Target Opportunity.

Once the results are calculated, the Committee or the CEO, as applicable, may adjust, either upward or downward, the CPF for a particular business unit or country based on expense budget management or any other relevant financial or operational matter, consistent with the objectives of this Plan. Any such adjustments will be communicated to impacted Employees.

For each business unit or work group with Employees participating in the Plan, a group “budgetary cap” is calculated based on aggregated STI Target Opportunity of all Employees in that group, multiplied by the applicable CPF. The individual group budgets will be aggregated and managed at the Senior Leadership Team (SLT) level or, at the direction of the SLT member, at a lower level within his/her group. The total, aggregated amount of STI payouts to Employees in a group cannot exceed the budgetary cap for that group without the expressed approval of the CEO.

Compensation will calculate the CPF and the Internal Audit department will review the financial calculations necessary to determine the CPF. The annual CPF is subject to approval by the Compensation Committee.

Individual STI payouts will be recommended by their manager or supervisor and will follow an agreed-upon process for approval by each Layer 2 leader. Total STI payouts will be approved by the Committee or the CEO, as applicable.

The Committee or the CEO (or his or her designee), as applicable, (i) retains the discretion to adjust payouts due to errors or other adjustments required by or appropriate under this Plan, which will occur before payments are made, and (ii) has the authority to approve adjusted payouts, should errors be identified after audit or approval has occurred.

STI Awards are not earned until the relevant STI Payout Date as described below. If an Employee is not “actively employed” on the Active Employee STI Payout Date, the Employee has no right to receive any STI payout amount and the Company has no obligation to pay STI to this Employee (subject to exception only for “Qualifying Terminations” as specifically described in the Country-Specific Addendum).

The “Active Employee STI Payout Date” will be a date set for each country selected by the Company in its sole discretion following the end of the Plan Year and after the CPF has been approved by the Compensation Committee. That date will be described or identified in the Country-Specific Addendum.

The Active Employee STI payout will be paid in a lump sum, via check or direct deposit and will be subject to applicable tax and other withholdings, to each Employee who is “actively employed” (as described under the “Eligibility” section) on the selected Active Employee STI Payout Date.

The “Qualifying Termination STI Payout Date” will vary based on Qualifying Termination reason as described in the Country-Specific Addendum. The Qualifying Termination STI payout will be made in the manner described in the relevant Country-Specific Addendum and, like other STI payouts, will be subject to applicable tax and other withholdings.

Overpayments are defined as any (i) wage advances, (ii) mistaken payment of wages (for example, for time not actually worked), (iii) Paid Time Off, holiday or annual leave advances (use of PTO, holiday or annual leave time before it has been accrued in accordance with local law), (iv) personal or non-business charges on company credit cards, and (v) amounts paid to an Employee that exceed the amounts payable under the Plan. Overpayments can arise from, among other things, adjustments due to errors in results, the failure to follow the terms of the Plan or an error in calculating payments pursuant to the Plan. Employee expressly acknowledges that overpayments represent amounts not earned by the Employee, do not constitute “wages” as defined by applicable law, and are debts owed to the Company, which may be offset or recovered by the Company. In the event that an Employee has been overpaid, Employee specifically authorizes the Company in accordance with applicable law to have overpayments deducted from incentive payments, wages or remuneration due to be paid by the Company in amounts and on a schedule determined by the Company.

In addition, the Company reserves the right to make deductions from any STI payout in accordance with applicable law for any Overpayments or other monies owed to the Company (or other relevant entity) by the Employee or the value of Company property (or property of any other relevant affiliate of the Company) that the Employee has retained in his or her possession without authorization.

Nothing herein shall affect the employment-at-will relationship, where applicable, between the Company and the Employee. Nothing herein shall grant any Employee the right to continue as an employee of the Company or any affiliated entity or limit the right of the Company or any affiliated entity to dismiss an Employee as an employee.

This Plan is not a contract of employment and does not guarantee continued employment or any specific entitlement. It exists solely to define Lumen policy pertaining to STI.

The payment of any compensation under this Plan that actually becomes payable shall be made from the Company’s general assets. Nothing in this Plan should be construed to create a trust or to establish or evidence any Employee’s claim of any right to payment of an STI payout other than as an unsecured general creditor with respect to any payment to which an Employee may be entitled.

The Committee, with respect to the Senior Officers, and the Executive Vice President of Human Resources with respect to other participants, has the full power and authority to construe, interpret and administer the Plan. The determinations made by the Committee or the Executive Vice President of Human Resources are final, conclusive, and binding on all persons unless such determination is otherwise expressly prohibited by local laws.

Any payout under the Plan is a strictly discretionary and conditional payout and is subject to the terms and conditions of the Plan, as amended from time to time. A determination to offer an STI payout for the calendar year resides within the discretion of the Committee or the CEO, as applicable, subject to the Company meeting certain financial metrics as determined by the Committee, with final payout determination dependent upon Committee and CEO approval. Subject to applicable law, the Company reserves the right to alter, amend, suspend, or terminate the Plan at any time, without any liability.