Embarq Corporation 2009 Short-Term Incentive Program Summary

Summary

Embarq Corporation's 2009 Short-Term Incentive Program, approved by its Compensation Committee, covers eligible employees—including executive officers—for the period from January 1 to June 30, 2009. The program awards incentive compensation based on achieving specific performance goals related to telecommunications services revenue and operating cash flow. Payments can range from 0% to 200% of the target amount, depending on results and at the Committee's discretion. If Embarq merges with CenturyTel before June 30, 2009, results up to the most recent month will determine payouts.

EX-10.2 2 dex102.htm SUMMARY OF EMBARQ CORPORATION 2009 SHORT-TERM INCENTIVE PROGRAM Summary of Embarq Corporation 2009 Short-Term Incentive Program

EXHIBIT 10.2

Summary of Embarq Corporation 2009 Short-Term Incentive Program

On February 27, 2009, the Compensation Committee of the Board of Directors of Embarq Corporation (“Embarq”) established the performance objectives and other terms of its 2009 Short-Term Incentive Program for eligible employees, including executive officers, for January 1, 2009 to June 30, 2009 (the “plan period”). The 2009 Short-Term Incentive Program provides for a payout calculation of incentive compensation based on the weighted achievement of performance objectives during the plan period relating to telecommunications segment services revenue (35% weighting) and operating cash flow (65% weighting), both as adjusted for certain items. Threshold payment for telecommunications segment services revenue is at 50% and for operating cash flow is at 25%, target payment is at 100%, with a maximum of 200% of an individual’s target opportunity and a payment calculation resulting in 0% for performance below the threshold level. This payout calculation is subject to the discretion of the Compensation Committee, who can decrease the payment to 0% of an individual’s target opportunity and increase the payment to 200% of an individual’s target opportunity. If Embarq’s proposed merger with CenturyTel, Inc. closes before June 30, 2009, year-to-date results from the most recently completed month will be used to determine the percentage payout calculation for the plan period.