Amendment No. 1 to the CenturyTel, Inc. 2005 Directors Stock Plan

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

CenturyTel, Inc. has amended its 2005 Directors Stock Plan to provide that, in the event of a change of control, all outstanding stock incentives granted to directors will immediately become fully vested and exercisable, and any restrictions or performance conditions will be considered met at the target level. All other terms of the plan remain unchanged. This amendment was approved by the company's Board of Directors and signed by the Executive Vice President and Chief Financial Officer on October 24, 2008.

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EX-10.2 7 exh10-2f.htm EXH 10.2(F) 2005 DIR STOCK OPT. PLN exh10-2f.htm
EXHIBIT 10.2(f)

AMENDMENT NO. 1
TO THE
CENTURYTEL, INC.
2005 DIRECTORS STOCK PLAN

WHEREAS, CenturyTel, Inc. (the “Company”) maintains the CenturyTel, Inc. 2005 Directors Stock Plan (the “Plan”);

WHEREAS, pursuant to Section 11.10 of the Plan, the Plan may be amended by the Board of Directors of the Company (the “Board”) at any time; and

WHEREAS, the Board has determined that it is in the best interests of the Company to amend the Plan as set forth below.

NOW, THEREFORE, the Plan is hereby amended as follows:

1.        Section 11.12(b) of the Plan is hereby amended and restated, in its entirety, as follows:

(b)  Upon a Change of Control, 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 Incentive Agreement, all performance criteria and other conditions relating to the payment of Incentives shall be deemed to be achieved at the target level without the necessity of action by any person.

2.        Except as herein expressly amended, the Plan shall continue in full force and effect.

                IN WITNESS WHEREOF, the Company has executed this amendment on this 24th day of October, 2008.
 
 
 
CENTURYTEL, INC.
   
 
By:/s/  R. Stewart Ewing, Jr.         
 
     R. Stewart Ewing, Jr.
 
     Executive Vice President and
 
     Chief Financial Officer