Exhibit 10.2
AMENDMENT TO THE
CENTURY TELEPHONE ENTERPRISES, INC.
KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
WHEREAS, an amendment to the Century Telephone Enterprises, Inc. Key
Employee Incentive Compensation Plan (the "Plan") was adopted by the
Compensation Committee of the Board of Directors on February 22, 2001 and
ratified by the Board of Directors on February 28, 2001, to provide that a
Participant must generally be employed by the Company at the time bonus payments
become payable to be eligible to receive a bonus, to provide that a qualifying
Participant whose employment terminates due to retirement on or after age
fifty-five (55), death, disability or layoff may be entitled to a full or
partial bonus even if employment terminates prior to the date the bonus payments
become payable, to provide for timing of payments to a qualifying Participant,
to change references in the Plan to reflect the current name of the Company, and
to make other clarifying amendments consistent herewith.
I.
Section 4 of the plan will be revised to read in its entirety as follows:
"4. Participation.
(a) Participants in the Plan shall be those key
employees designated as Participants by the Committee. Except
as otherwise provided in paragraphs (b) or (c), in order to be
eligible to receive a bonus under the Plan, a Participant must
be an employee of the Company at the time bonus payments
become payable in the ordinary course to all Participants in
accordance with the terms and conditions of the Plan and the
procedures of the Committee, unless this requirement is waived
by the Committee under such special circumstances as may be
determined by the Committee.
(b) (i) A Participant who is not employed by the
Company at the time bonus payments become payable under this
Plan for a Plan Year may nevertheless be entitled to a full or
partial bonus if such Participant is a "Qualifying
Participant" for such Plan Year.
(ii) A "Qualifying Participant" is a Participant whose
employment is terminated due to:
(A) retirement on or after age fifty-five (55) after
completing five (5) full years of employment with
the Company. Years of employment with the Company
will be determined by accumulating such
Participant's full months of employment with the
Company, in the aggregate and without regard to
whether such employment was continuous, and
dividing such amount by twelve (12);
(B) death;
(C) disability; or
(D) layoff by the Company (excluding terminations for
cause or due to inadequate performance).
(c)(i) A Qualifying Participant whose employment is
terminated with the Company following the completion of a Plan
Year, but before bonus payments become payable under the Plan
with respect to such Plan Year, shall be entitled to receive a
bonus based on the same terms and conditions (including the
same payment schedule) previously authorized under the Plan
and by the Committee, as applicable to active Participants for
such Plan Year.
(ii) Any Qualifying Participant whose employment with the
Company is terminated at any time after the sixtieth (60th) day
of a Plan Year shall be entitled to a pro rata cash bonus for
such Plan Year equal to the product of (1) the Participant's
Targeted Bonus Opportunity for such Plan Year multiplied by
(2) a fraction, the numerator of which equals the number of
calendar days of the Plan Year that have elapsed through the
Participant's last date of employment with the Company and the
denominator of which is three hundred sixty-five (365).
(iii)Any bonus payable to a Participant who is a Qualifying
Participant under Section 4(b)(ii)(A) shall be payable to the
Participant at the time bonuses are payable to active Participants
with respect to such Plan Year. Any bonus payable to a
Participant who is a Qualifying Participant under Section 4(b)(ii)
(B), (C), or (D) shall, in the case of payments under paragraph
(c)(i), be payable when bonuses become payable to all active
Participants for the applicable Plan Year, and, in the case of
payments under paragraph (c)(ii), be payable within thirty (30)
days after the Participant's last day of employment with the
Company.
(d) Any bonus payment to a Participant, or the conditions
thereof, deviating from the terms and conditions of paragraphs
(a), (b) or (c) must be approved by the Committee.
II.
The references in the Plan to "Century Telephone Enterprises, Inc." are
hereby amended to be references to "CenturyTel, Inc.", and the name of the Plan
is hereby amended to be the "CenturyTel, Inc. Key Employee Incentive
Compensation Plan."
III.
Section 2(i) of the Plan is hereby amended in its entirety to read as
follows:
(i) "Targeted Bonus Opportunity" shall mean
an amount equal to the targeted percentage of the
Participant's base salary which may be paid to the Participant
as a bonus award, subject to objective and subjective
performance criteria as determined by the Committee from time
to time.
IV.
Section 8 of the Plan is hereby amended in its entirety to read as
follows:
8. Termination of Employment. Any Participant whose employment
is terminated prior to the time an award becomes payable for a Plan
Year and who is not a Qualifying Participant, as defined in Section
4(b)(ii) of this Plan, at the time of termination of employment, shall
not receive an award for such Plan Year.
IN WITNESS WHEREOF, CenturyTel, Inc. has executed this amendment in its
corporate name as of the 25th day of April, 2001.
CENTURYTEL, INC.
By: /s/ R. Stewart Ewing, Jr.
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R. Stewart Ewing, Jr.
Executive Vice President and
Chief Financial Officer