FORMOF RESTRICTED STOCK AGREEMENT UNDERTHE CENTURYTEL, INC. 1983RESTRICTED STOCK PLAN (2009Grants to non-Section 16 Officers)

Upon the terms and conditions of the Plan and this Agreement, CenturyTel as of the date of this Agreement (the “Grant Date”) hereby awards to the Award Recipient ________ restricted shares of Common Stock (“Restricted Stock”) that vest, subject to Sections 2, 3 and 4 hereof, in installments as follows:

 

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, then, except to the extent otherwise provided in the special accelerated vesting schedule set forth in Section 2.2(c), all of 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, (iii) retirement of the Award Recipient on or after attaining the age of 55 with at least ten years of prior service with the Company, but only if such vesting and lapsing of restrictions is specifically approved by the chief executive officer of CenturyTel or his designee, or (iv) the termination of the Award Recipient’s employment by the Company, but only if such vesting and lapsing of restrictions is specifically approved by the chief executive officer of CenturyTel or his designee (or is otherwise authorized under Section 2.2(c));

(b)           the occurrence of a Change of Control of CenturyTel, as described in Section 9 of the Plan; provided, however, that, notwithstanding anything in this Agreement and the Plan to the contrary, (i) neither the execution, delivery, approval or performance of the Merger Agreement dated as of October 26, 2008, among Embarq Corporation, CenturyTel and Cajun Acquisition Company (the “Merger Agreement”), nor the consummation of the merger of Cajun Acquisition Company into Embarq Corporation (the “Merger”) or any other transaction contemplated thereunder, shall be deemed to constitute a Change of Control of CenturyTel and (ii) the shares of Restricted Stock will not vest solely as a result of the consummation of the Merger or any other transaction contemplated by the Merger Agreement (including as a result of the execution of the Merger Agreement or the approval of the Merger Agreement by the Board of Directors of CenturyTel); or

(c)           the date on which, following the consummation of the Merger, the Award Recipient (i) is terminated by the Company without Cause (as defined below) or (ii) resigns from the Company with Good Reason (as defined below), in either of which cases, as of the last day of employment (the “Termination Date”), the following number of shares of Restricted Stock shall accelerate under the following special accelerated vesting schedule:

Termination Date	Number of Shares              Accelerated
If the Termination Date is         less than 180 days after the         Grant Date, then ..................................................................................................	50% of the shares shall accelerate.
If the Termination Date is                         between 180 and 364 days                         after the Grant Date, then ...................................................................................	the number of shares            accelerated shall equal the            product of the total number of            shares of Restricted Stock            multiplied by a fraction, the            numerator of which shall equal            the number of days worked            between the Grant Date and the            Termination Date, and the            denominator of which shall            equal 365 (provided in no event            shall such number of shares be            less than 50% of the total            number of shares of Restricted            Stock).
If the Termination  Date is                         365 days or more after the                         Grant Date, then ...................................................................................................	100% of the shares shall accelerate.

2.3           For purposes of Section 2.2, the following terms shall have the following meanings:

(a)           “Cause” shall mean

(i)           conviction of a felony;

(ii)           habitual intoxication during working hours;

(iii)           habitual abuse of or addiction to a controlled dangerous substance; or

(iv)           the willful and continued failure of the Award Recipient to perform substantially the Award Recipient’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness or the Award Recipient’s termination of employment for Good Reason) for a period of 10 days after a written demand for substantial performance is delivered to the Award Recipient by the Board.

(b)           “Good Reason” shall mean either of the following acts of the Company unless the Award Recipient shall otherwise expressly agree in writing:

(i)           Any directive requiring the Award Recipient to be based at any office or location other than the office or location at which the Award Recipient is based on the date immediately preceding the consummation of the Merger, excluding temporary assignments requested from time to time to support the integration of the business and operations of Embarq Corporation with those of the Company in connection with the Merger; or

(ii)           Any reduction in the Award Recipient’s salary.

TERMINATION OF EMPLOYMENT

All unvested Restricted Stock shall automatically terminate and be forfeited if the employment of the Award Recipient terminates for any reason, unless and to the extent otherwise provided in Section 2.2.

 

 

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 insider trading 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.