Exhibit 10.3
CENTURY TELEPHONE ENTERPRISES, INC.
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
I.
PURPOSE OF THE PLAN
1.01 This Deferred Compensation Plan for Outside Directors is intended to
provide a mechanism whereby non-employee directors of Century Telephone
Enterprises, Inc. can elect to defer all or a portion of their fees earned as
directors or as members of committees of the Board of Directors.
II.
DEFINITIONS
2.01 As used in this Plan, the following terms shall have the meanings
indicated, unless the context otherwise specifies or requires:
(a) "ACCOUNT" shall mean the account established under this
Plan in accordance with Article IV hereof.
(b) "ACCOUNT BALANCE", as of a given date, shall mean the
fair market value of a Participant's Account, as determined by the Committee.
(c) "BOARD OF DIRECTORS" shall mean not less than a
quorum of the whole Board of Directors of Century Telephone Enterprises,
Inc.
(d) "COMMITTEE" shall mean the persons appointed to
administer this Plan pursuant to Article XI hereof.
(e) "COMPANY" shall mean Century Telephone Enterprises, Inc.
(f) "COMPENSATION" shall mean all monies payable to a
Participant designated as director's fees, whether paid or accrued to the
Participant as an annual retainer or paid or accrued for attendance of the
Participant at Board of Directors or committee meetings. The determination
of a Participant's Compensation for purposes of this Plan shall be made by the
Committee, in its sole discretion.
(g) "DISABILITY" shall mean a condition which makes a
Participant unable to perform each of the material duties of a director where
he is likely to remain thus incapacitated continuously and permanently.
(h) "EFFECTIVE DATE" of this Plan shall mean the date on
which this Plan is executed.
(i) "PARTICIPANT" shall mean any director of the Company
who is not an employee of the Company.
(j) "PLAN" shall mean the Century Telephone Enterprises, Inc.
Deferred Compensation Plan for Outside Directors.
(k) "UNFORESEEABLE EMERGENCY" shall mean an
unanticipated emergency that is caused by an event beyond the control of a
Participant and that will result in severe financial hardship to the Participant
unless a payment to the Participant is made pursuant to Article VI.
III.
DEFERRAL ARRANGEMENT
3.01 Each Participant may elect, in the manner hereinafter described, to
have an amount or percentage of his Compensation to be received by him
during each year from and after the effective date of this Plan deferred in
accordance with the terms and conditions of this Plan. A Participant desiring
to exercise such election shall, prior to the beginning of each calendar year
(or prior to the beginning of the Participant's initial period of service, if
such period of service is to commence other than at the beginning of a year, or
simultaneous with the adoption of this Plan for the initial year), notify the
Company, in writing, on a Director's Deferred Compensation Agreement in
the form attached hereto (hereinafter referred to as a "Director's Deferral
Agreement") of the amount or percentage of such Compensation for the year
that the Participant elects to defer. If a Participant has exercised an
election to defer Compensation hereunder and does not complete a new Director's
Deferral Agreement for a subsequent year, his previous election shall remain
in effect until superseded by a new Director's Deferral Agreement.
IV.
ACCOUNTS AND CREDIT
4.01 The deferred Compensation of a Participant will not be paid by the
Company as it is earned by the Participant. The Company shall create and
credit to a special memorandum account on its books (hereinafter referred to
as "Account") the deferred compensation referred to in this Plan and the
Director's Deferral Agreement. The Company shall provide an annual
statement of his Account to each Participant for whom an Account is created.
V.
VALUATION OF ACCOUNT
5.01 The Company shall adjust each Account to reflect a value which would
have been earned as if the amount of such Account had been invested at a rate
of return equal to the fifty-two (52) week Treasury bill rate as of January 1
of each year. The Company may, with the consent of all Participants with
Account balances, agree to substitute a different measure for valuation of the
Accounts of Participants, effective as of the date agreed to between the
Company and the Participants.
VI.
PAYMENT OF ACCOUNTS
6.01 (a) A Participant's Account Balance under the Plan shall be
distributable to him in a manner elected by such Participant in his Director's
Deferral Agreement, subject to the following:
(1) In no event shall payments under this Article commence
prior to the earliest of the following:
(a) Death of the Participant;
(b) Permanent disability of the Participant;
(c) Termination of the Participant's director's status
with Company;
(d) Occurrence of an Unforeseeable Emergency; or
(e) A date designated on the Participant's Director's
Deferral Agreement.
(b) In the case of an Unforeseeable Emergency, payment will be
made to a Participant only after the Committee has been notified of the facts
of the emergency in writing and has judged the facts to indeed represent an
Unforeseeable Emergency. A payment to a Participant on account of an
Unforeseeable Emergency shall be limited to the amount necessary to meet the
emergency involved.
(c) In the event of the death of a Participant before complete
payment to him of all amounts credited to his Account, the balance to the
credit of the Participant shall be paid to such beneficiary or beneficiaries as
may be designated by the Participant in writing prior to his death, or if no
beneficiary is so designated then to his surviving spouse, or if he has none
then to his executor or administrator. A Participant's initial designation of
beneficiary shall be made on a Beneficiary Designation Form in the form
attached hereto. After the initial designation, the beneficiary designation
may be amended or revoked by the Participant at any time. Such amendment or
revocation of a beneficiary designation shall be by written notice to the
Company on a revised Beneficiary Designation Form.
VII.
NONALIENATION OF RIGHTS
7.01 No Participant shall have the right to assign, pledge, or otherwise
dispose of his deferred Compensation, his Account, or any other benefits
under this Plan; nor shall the Participant's interest therein be subject to
garnishment, attachment, transfer by operation of law, or legal process.
VIII.
NATURE OF THE PLAN
8.01 Benefits under the Plan shall generally be payable by the Company
from its own funds, and such benefits shall not (i) impose any obligation upon
the trust(s) of the other employee benefit programs of the Company; (ii) be
paid from such trust(s); nor (iii) have any effect whatsoever upon the amount
or payment of benefits under the other employee benefit programs of the
Company. Participants have only an unsecured right to receive benefits under
the Plan from the Company as general creditors of the Company. The
Company may deposit amounts in a trust established by the Company for the
purpose of funding the Company's obligations under this Plan. Participants
and their beneficiaries, however, have no secured interest or special claim to
the assets of such trust, and the assets of the trust shall be subject to the
payment of claims of general creditors of the Company upon the insolvency
or bankruptcy of the Company, as provided in the trust.
IX.
BINDING EFFECT
9.01 In the event that the Company shall at any time be merged or
consolidated with any other corporation or corporations, or shall sell or
otherwise transfer a substantial portion of its assets to another corporation
or entity, the provisions of this Deferred Compensation Plan shall be binding
upon and become the obligation of the Company or other entity surviving or
resulting from such merger or consolidation, or to which such assets shall be
sold or transferred.
X.
LIMITATION OF RIGHTS
10.01 Nothing in this Agreement shall be construed to:
(1) Limit in any way the right of the Board of Directors to
terminate a Participant's director status with the Company; or
(2) Be evidence of any agreement or understanding, expressed or
implied, that the Board of Directors will elect an outside
director to any particular position or compensate an outside
director at any particular rate of remuneration; or
(3) Imply that compensation deferral agreements for subsequent
time periods will be offered to or entered into with the
Participant.
XI.
ADMINISTRATION OF THE ACCOUNT
11.01 This Plan shall be administered by a Committee of not less than three
persons appointed from time to time by the Board of Directors of the
Company to serve at the pleasure of the Board of Directors. The Committee
shall be deemed to have all of the powers of the Board of Directors of the
Company in the performance of any of the powers and duties delegated to it
under this Plan. The Committee shall from time to time establish eligibility
requirements for participation in this Plan and rules for the administration of
this Plan that are not inconsistent with the provisions of this Plan. The
Board may from time to time appoint additional members of the Committee or
remove members and appoint new members in substitution for those
previously appointed and to fill vacancies however caused.
11.02 The decision of the Committee relating to any question concerning or
involving the interpretation or administration of the Plan shall be final and
conclusive, and nothing in the Plan shall be deemed to give any director any
right to participate in the Plan, except to such extent, if any, as the
Committee may have determined or approved pursuant to the provisions of the
Plan.
XII.
AMENDMENT OR TERMINATION OF PLAN
12.01 Notwithstanding anything herein contained to the contrary, the Board
of Directors of the Company may, in its absolute discretion and without
notice, modify, amend, or terminate in whole or in part, any or all of the
provisions of this Plan, or suspend or terminate it entirely. In the event of
such termination or suspension, the amount credited to the Account of each
Participant shall become payable in the manner indicated in the Director's
Deferral Agreement for such Participant.
XIII.
EXPENSES OF ADMINISTRATION
13.01 All expenses of administration of this Plan shall be borne by the
Company.
XIV.
MISCELLANEOUS
14.01 The masculine gender, where appearing in the Plan, shall be deemed
to include the feminine gender, and the singular may indicate the plural,
unless the context clearly indicates the contrary.
IN WITNESS WHEREOF, the Company has caused this Plan to be
executed as of May 23, 1995, effective as of the date
hereof.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ R. Stewart Ewing, Jr.
________________________________
R. Stewart Ewing, Jr.
Senior Vice President and
Chief Financial Officer
DIRECTOR'S DEFERRED COMPENSATION AGREEMENT
Between CENTURY TELEPHONE ENTERPRISES, INC.
and
________________________, Participant
Dated _______________, 19____
THE COMPANY and the Participant agree as follows:
Section I. With respect to any portion of the Compensation as defined
in Section 2.01(f) of said Plan which may be payable to said Participant for
the next fiscal year commencing on January 1, 19___, and ending December
31, 19___, it is agreed that ____% (a percentage) or $_______________ (a
flat dollar amount) be withheld and treated as a deferred payment pursuant to
Article III of the Plan. If this Agreement is for the first year this Plan is
in effect, it shall apply to Compensation payable on or after the effective
date of the Plan. If a Participant who has elected to have Compensation
deferred does not provide the Company with a new agreement for a subsequent
year(s), the Agreement previously executed by the Participant shall remain in
effect until superseded by a new agreement.
Section II. Payments under Article VI of the Plan shall be made upon
retirement, disability, death, termination of director status, occurrence of an
Unforeseeable Emergency of the Participant, or, if earlier,____________, 19__.
Such payment shall be paid to the
Participant in the following manner:
(a) In ____ successive equal annual installments commencing as
soon as administratively feasible following such event.
(b) In a lump sum payable as soon as administratively feasible
following such event.
(c) In the event of an Unforeseeable Emergency, in such amounts
and on such date(s) as determined by the Committee.
AGREED TO at _____________, ___________________ on _____________,
19___, by the Company and the Participant.
CENTURY TELEPHONE ENTERPRISES, INC.
By:__________________________
__________________________
______________, Participant
BENEFICIARY DESIGNATION FORM
_____________________________
____________________, Participant
Dated __________, 19____
PURSUANT to Article VI of the Plan, the undersigned Participant:
Section I. Hereby directs that his remaining Account Balance at his
death shall be paid as hereinafter provided to such of the following
beneficiary(ies):
Name Relationship Address
---- ------------ -------
______________________ ______________ _____________________________
______________________ ______________ _____________________________
______________________ ______________ _____________________________
as shall survive the undersigned Participant. Unless otherwise stated herein,
if more than one beneficiary is designated above, payments shall be made in
equal shares to and among such of the beneficiaries as are surviving at the
time hereinafter set forth for the making of each such payment.
Section II. If the above designated beneficiary or beneficiaries all
predecease the Participant or all die prior to complete payment of the entire
Account Balance, then the remaining balance shall be paid as hereinafter
provided in equal shares to and among such of the following beneficiary(ies):
Name Relationship Address
---- ------------ -------
_______________________ _______________ _________________________
_______________________ _______________ _________________________
_______________________ _______________ _________________________
as shall be surviving at the time hereinafter set forth for the making of each
such payment.
Section III. Payment to said beneficiary(ies) after the death of the
undersigned Participant shall be made as follows (initial the desired form of
payment):
______ (a) In a lump sum payable as soon as administratively
feasible following the Participant's death.
______ (b) In ____ successive equal annual installments,
commencing as soon as administratively feasible
following the death of the undersigned.
Section IV. The undersigned hereby reserves the right to amend or
revoke this Beneficiary Designation Form as provided in Article VI of the
Plan.
Dated:_________________, 19____
__________________________________
______________________, Participant