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QWEST COMMUNICATIONS INTERNATIONAL INC.
EQUITY INCENTIVE PLAN
(effective June 23, 1997)
(amended and restated, effective June 1, 1998)
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TABLE OF CONTENTS
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Page
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ARTICLE I - INTRODUCTION................................................... 1
1.1 Establishment.................................................. 1
1.2 Purposes....................................................... 1
ARTICLE II - DEFINITIONS.................................................... 1
2.1 Definitions.................................................... 1
2.2 Gender and Number.............................................. 4
ARTICLE III - PLAN ADMINISTRATION............................................ 4
3.1 General........................................................ 4
3.2 Delegation by Committee........................................ 4
ARTICLE IV - STOCK SUBJECT TO THE PLAN...................................... 5
4.1 Number of Shares............................................... 5
4.2 Other Shares of Stock.......................................... 5
4.3 Adjustments for Stock Split, Stock Dividend, Etc............... 5
4.4 Other Distributions and Changes in the Stock................... 6
4.5 General Adjustment Rules....................................... 6
4.6 Determination by the Committee, Etc............................ 6
ARTICLE V - CORPORATE REORGANIZATION; CHANGE IN CONTROL.................... 7
5.1 Reorganization of Qwest........................................ 7
5.2 Required Notice................................................ 7
5.3 Acceleration of Exercisability................................. 7
5.4 Change in Control of Qwest..................................... 8
5.5 Reorganization of Affiliated Corporations...................... 8
ARTICLE VI - PARTICIPATION.................................................. 9
ARTICLE VII - OPTIONS........................................................ 9
7.1 Grant of Options............................................... 9
7.2 Stock Option Certificates...................................... 9
7.3 Restrictions on Incentive Options..............................13
7.4 Shareholder Privileges.........................................13
ARTICLE VIII - RESTRICTED STOCK AWARDS........................................13
8.1 Grant of Restricted Stock Awards...............................13
8.2 Restrictions...................................................13
8.3 Privileges of a Stockholder, Transferability...................14
8.4 Enforcement of Restrictions....................................14
ARTICLE IX - STOCK UNITS......................................................14
ARTICLE X - STOCK APPRECIATION RIGHTS.........................................15
10.1 Persons Eligible..................................................15
10.2 Terms of Grant....................................................15
10.3 Exercise..........................................................15
10.4 Number of Shares or Amount of Cash................................15
10.5 Effect of Exercise................................................15
10.6 Termination of Services...........................................15
ARTICLE XI - STOCK BONUSES....................................................16
ARTICLE XII - OTHER COMMON STOCK GRANTS.......................................16
ARTICLE XIII - RIGHTS OF PARTICIPANTS.........................................16
13.1 Service...........................................................16
13.2 Nontransferability................................................16
13.3 No Plan Funding...................................................17
ARTICLE XIV - GENERAL RESTRICTIONS............................................17
14.1 Investment Representations........................................17
14.2 Compliance with Securities Laws...................................17
14.3 Changes in Accounting Rules.......................................17
ARTICLE XV - OTHER EMPLOYEE BENEFITS..........................................18
ARTICLE XVI - PLAN AMENDMENT, MODIFICATION AND TERMINATION....................18
ARTICLE XVII - WITHHOLDING....................................................18
17.1 Withholding Requirement...........................................18
17.2 Withholding With Stock............................................19
ARTICLE XVIII - REQUIREMENTS OF LAW...........................................19
18.1 Requirements of Law...............................................19
18.2 Federal Securities Law Requirements...............................19
18.3 Governing Law.....................................................19
ARTICLE XIX - DURATION OF THE PLAN............................................20
QWEST COMMUNICATIONS INTERNATIONAL INC.
EQUITY INCENTIVE PLAN
ARTICLE I
INTRODUCTION
1.1 Establishment. Qwest Communications International Inc., a Delaware
corporation, effective June 23, 1997, established the Qwest Communications
International Inc. Equity Incentive Plan (the "Plan") for certain employees of
the Company (as defined in subsection 2.1(f)) and certain consultants to the
Company. The Plan permits the grant of incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended, non-
qualified stock options, restricted stock awards, stock appreciation rights,
stock bonuses, stock units and other stock grants to certain key employees of
the Company and to certain consultants to the Company.
1.2 Purposes. The purposes of the Plan are to provide those who are
selected for participation in the Plan with added incentives to continue in the
long-term service of the Company and to create in such persons a more direct
interest in the future success of the operations of the Company by relating
incentive compensation to increases in shareholder value, so that the income of
those participating in the Plan is more closely aligned with the income of the
Company's shareholders. The Plan is also designed to provide a financial
incentive that will help the Company attract, retain and motivate the most
qualified employees and consultants.
1.3 Effective Date; Amendment. The initial effective date of the Plan
was June 23, 1997. The Plan is amended and restated, as of June 1, 1998. The
provisions of the Plan, as so amended and restated, shall apply to any Award (as
defined in subsection 2.1(b)) granted on or after June 1, 1998, and, to the
extent that the provisions of this amended and restated Plan do not adversely
affect the Award, shall also apply to Awards granted prior to June 1, 1998.
ARTICLE II
DEFINITIONS
2.1 Definitions. The following terms shall have the meanings set forth
below:
(a) "Affiliated Corporation" means any corporation or other
entity that is affiliated with Qwest through stock ownership or otherwise and is
designated as an "Affiliated Corporation" by the Board, provided, however, that
for purposes of Incentive Options granted pursuant to the Plan, an "Affiliated
Corporation" means any parent or subsidiary of the Company as defined in Section
424 of the Code.
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(b) "Award" means an Option, a Restricted Stock Award, a Stock
Appreciation Right, a Stock Unit, grants of Stock pursuant to Article XI or
other issuances of Stock hereunder.
(c) "Board" means the Board of Directors of Qwest.
(d) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
(e) "Committee" means a committee consisting of members of the
Board who are empowered hereunder to take actions in the administration of the
Plan. The Committee shall be so constituted at all times as to permit the Plan
to comply with Rule 16b-3 or any successor rule promulgated under the Securities
Exchange Act of 1934 (the "1934 Act"). Except as provided in Section 3.2, the
Committee shall select Participants from Eligible Employees and Eligible
Consultants of the Company and shall determine the awards to be made pursuant to
the Plan and the terms and conditions thereof.
(f) "Company" means Qwest and the Affiliated Corporations.
(g) "Disabled" or "Disability" shall have the meaning given to
such terms in Section 22(e)(3) of the Code.
(h) "Effective Date" means the original effective date of the
Plan, June 23, 1997.
(i) "Eligible Employees" means those employees (including,
without limitation, officers and directors who are also employees) of the
Company or any subsidiary or division thereof, upon whose judgment, initiative
and efforts the Company is, or will become, largely dependent for the successful
conduct of its business. For purposes of the Plan, an employee is any individual
who provides services to the Company or any subsidiary or division thereof as a
common law employee and whose remuneration is subject to the withholding of
federal income tax pursuant to section 3401 of the Code. Employee shall not
include any individual (A) who provides services to the Company or any
subsidiary or division thereof under an agreement, contract, or any other
arrangement pursuant to which the individual is initially classified as an
independent contractor or (B) whose remuneration for services has not been
treated initially as subject to the withholding of federal income tax pursuant
to section 3401 of the Code even if the individual is subsequently reclassified
as a common law employee as a result of a final decree of a court of competent
jurisdiction or the settlement of an administrative or judicial proceeding.
Leased employees within the meaning of section 414(n) of the Code shall not be
treated as employees under this Plan.
(j) "Eligible Consultants" means those consultants to the Company
who are determined, by the Committee, to be individuals whose services are
important to the Company and who are eligible to receive Awards, other than
Incentive Options, under the Plan.
(k) "Fair Market Value" means the average of the mean between the
bid and the asked prices of the Stock or the closing price, as applicable, on
the Nasdaq National Market, the principal stock exchange or other market on
which the Stock is traded, over the five consecutive
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trading days ending on a particular date or by such other method as the
Committee, or the individual or individuals to whom the Committee has delegated
authority to grant Awards, may specify at the time an Award is granted. If the
price of the Stock is not reported on any securities exchange or national market
system, the Fair Market Value of the Stock on a particular date shall be as
determined by the Committee. If, upon exercise of an Option, the exercise price
is paid by a broker's transaction as provided in subsection 7.2(g)(ii)(D), Fair
Market Value, for purposes of the exercise, shall be the price at which the
Stock is sold by the broker.
(l) "Incentive Option" means an Option designated as such and
granted in accordance with Section 422 of the Code.
(m) "Non-Qualified Option" means any Option other than an
Incentive Option.
(n) "Option" means a right to purchase Stock at a stated or
formula price for a specified period of time. Options granted under the Plan
shall be either Incentive Options or Non-Qualified Options.
(o) "Option Certificate" shall have the meaning given to such
term in Section 7.2 hereof.
(p) "Option Holder" means a Participant who has been granted one
or more Options under the Plan.
(q) "Option Price" means the price at which each share of Stock
subject to an Option may be purchased, determined in accordance with subsection
7.2(b).
(r) "Participant" means an Eligible Employee or Eligible
Consultant designated by the Committee from time to time during the term of the
Plan to receive one or more of the Awards provided under the Plan.
(s) "Qwest" means Qwest Communications International Inc. and any
successor thereto.
(t) "Restricted Stock Award" means an award of Stock granted to a
Participant pursuant to Article VIII that is subject to certain restrictions
imposed in accordance with the provisions of such Section.
(u) "Share" means a share of Stock.
(v) "Stock" means the $0.01 par value common stock of Qwest.
(w) "Stock Appreciation Right" means the right, granted by the
Committee pursuant to the Plan, to receive a payment equal to the increase in
the Fair Market Value of a Share of Stock subsequent to the grant of such Award.
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(x) "Stock Bonus" means either an outright grant of Stock or a
grant of Stock subject to and conditioned upon certain employment or performance
related goals.
(y) "Stock Unit" means a measurement component equal to the Fair
Market Value of one share of Stock on the date for which a determination is made
pursuant to the provisions of this Plan.
2.2 Gender and Number. Except when otherwise indicated by the context,
the masculine gender shall also include the feminine gender, and the definition
of any term herein in the singular shall also include the plural.
ARTICLE III
PLAN ADMINISTRATION
3.1 General. The Plan shall be administered by the Committee. In
accordance with the provisions of the Plan, the Committee shall, in its sole
discretion, select the Participants from among the Eligible Employees and
Eligible Consultants, determine the Awards to be made pursuant to the Plan, the
number of Stock Units, Stock Appreciation Rights or shares of Stock to be issued
thereunder and the time at which such Awards are to be made, fix the Option
Price, period and manner in which an Option becomes exercisable, establish the
duration and nature of Restricted Stock Award restrictions, establish the terms
and conditions applicable to Stock Bonuses and Stock Units, and establish such
other terms and requirements of the various compensation incentives under the
Plan as the Committee may deem necessary or desirable and consistent with the
terms of the Plan. The Committee shall determine the form or forms of the
agreements with Participants that shall evidence the particular provisions,
terms, conditions, rights and duties of Qwest and the Participants with respect
to Awards granted pursuant to the Plan, which provisions need not be identical
except as may be provided herein; provided, however, that Eligible Consultants
shall not be eligible to receive Incentive Options. The Committee may from time
to time adopt such rules and regulations for carrying out the purposes of the
Plan as it may deem proper and in the best interests of the Company. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any agreement entered into hereunder in the
manner and to the extent it shall deem expedient and it shall be the sole and
final judge of such expediency. No member of the Committee shall be liable for
any action or determination made in good faith. The determinations,
interpretations and other actions of the Committee pursuant to the provisions of
the Plan shall be binding and conclusive for all purposes and on all persons.
3.2 Delegation by Committee. The Committee may, from time to time,
delegate, to specified officers of Qwest, the power and authority to grant
Awards under the Plan to specified groups of employees and consultants, subject
to such restrictions and conditions as the Committee, in its sole discretion,
may impose. The delegation shall be as broad or as narrow as the Committee shall
determine. To the extent that the Committee has delegated the authority to
determine certain terms and conditions of an Award, all references in the Plan
to the Committee's exercise of authority in determining such terms and
conditions shall be construed to include the Qwest officer or officers
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to whom the Committee has delegated the power and authority to make such
determination. The power and authority to grant Awards to any employee or
consultant who is covered by Section 16(b) of the 1934 Act shall not be
delegated by the Committee.
ARTICLE IV
STOCK SUBJECT TO THE PLAN
4.1 Number of Shares. The number of Shares that are authorized for
issuance under the Plan in accordance with the provisions of the Plan and
subject to such restrictions or other provisions as the Committee may from time
to time deem necessary shall not exceed 35,000,000, subject to the provisions
regarding changes in capital described below. The maximum number of Shares with
respect to which a Participant may receive Options and Stock Appreciation Rights
under the Plan in any calendar year is 20,000,000 Shares. The Shares may be
either authorized and unissued Shares or previously issued Shares acquired by
Qwest. This authorization may be increased from time to time by approval of the
Board and by the stockholders of Qwest if, in the opinion of counsel for Qwest,
stockholder approval is required. Shares of Stock that may be issued upon
exercise of Options or Stock Appreciation Rights, that are issued as Restricted
Stock Awards or Stock Bonuses, that are issued with respect to Stock Units, and
that are issued as incentive compensation or other Stock grants under the Plan
shall be applied to reduce the maximum number of Shares remaining available for
use under the Plan. Qwest shall at all times during the term of the Plan and
while any Options or Stock Units are outstanding retain as authorized and
unissued Stock at least the number of Shares from time to time required under
the provisions of the Plan, or otherwise assure itself of its ability to perform
its obligations hereunder.
4.2 Other Shares of Stock. Any shares of Stock that are subject to an
Option that expires or for any reason is terminated unexercised, any shares of
Stock that are subject to an Award (other than an Option) and that are
forfeited, and any shares of Stock withheld for the payment of taxes or received
by Qwest as payment of the exercise price of an Option shall automatically
become available for use under the Plan, provided, however, that no more than
20,000,000 shares of Stock may be awarded pursuant to Incentive Options.
4.3 Adjustments for Stock Split, Stock Dividend, Etc. If Qwest shall at
any time increase or decrease the number of its outstanding Shares or change in
any way the rights and privileges of such Shares by means of the payment of a
stock dividend or any other distribution upon such shares payable in Stock, or
through a stock split, subdivision, consolidation, combination, reclassification
or recapitalization involving the Stock, then in relation to the Stock that is
affected by one or more of the above events, the numbers, rights and privileges
of the following shall be increased, decreased or changed in like manner as if
they had been issued and outstanding, fully paid and nonassessable at the time
of such occurrence: (i) the Shares as to which Awards may be granted under the
Plan and (ii) the Shares then included in each outstanding Award granted
hereunder.
4.4 Other Distributions and Changes in the Stock. If
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(a) Qwest shall at any time distribute with respect to the Stock
assets or securities of persons other than Qwest (excluding cash or
distributions referred to in Section 4.3), or
(b) Qwest shall at any time grant to the holders of its Stock
rights to subscribe pro rata for additional shares thereof or for any other
securities of Qwest, or
(c) there shall be any other change (except as described in
Section 4.3) in the number or kind of outstanding Shares or of any stock or
other securities into which the Stock shall be changed or for which it shall
have been exchanged, and if the Committee shall in its discretion determine that
the event described in subsection (a), (b), or (c) above equitably requires an
adjustment in the number or kind of Shares subject to an Option or other Award,
an adjustment in the Option Price or the taking of any other action by the
Committee, including without limitation, the setting aside of any property for
delivery to the Participant upon the exercise of an Option or the full vesting
of an Award, then such adjustments shall be made, or other action shall be
taken, by the Committee and shall be effective for all purposes of the Plan and
on each outstanding Option or Award that involves the particular type of stock
for which a change was effected. Notwithstanding the foregoing provisions of
this Section 4.4, pursuant to Section 8.3 below, a Participant holding Stock
received as a Restricted Stock Award shall have the right to receive all
amounts, including cash and property of any kind, distributed with respect to
the Stock after such Restricted Stock Award was granted upon the Participant's
becoming a holder of record of the Stock.
4.5 General Adjustment Rules. No adjustment or substitution provided
for in this Article IV shall require Qwest to sell a fractional share of Stock
under any Option, or otherwise issue a fractional share of Stock, and the total
substitution or adjustment with respect to each Option and other Award shall be
limited by deleting any fractional share. In the case of any such substitution
or adjustment, the aggregate Option Price for the total number of shares of
Stock then subject to an Option shall remain unchanged but the Option Price per
share under each such Option shall be equitably adjusted by the Committee to
reflect the greater or lesser number of shares of Stock or other securities into
which the Stock subject to the Option may have been changed, and appropriate
adjustments shall be made to other Awards to reflect any such substitution or
adjustment.
4.6 Determination by the Committee, Etc. Adjustments under this Article
IV shall be made by the Committee, whose determinations with regard thereto
shall be final and binding upon all parties thereto.
ARTICLE V
CORPORATE REORGANIZATION; CHANGE IN CONTROL
5.1 Reorganization of Qwest. Except as provided otherwise by the
Committee at the time an Award is granted, upon the occurrence of any of the
following events, if the notice required by Section 5.2 shall have first been
given, the Plan and all Options then outstanding hereunder shall
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automatically terminate and be of no further force and effect whatsoever, and
other Awards then outstanding shall be treated as described in Sections 5.2 and
5.3, without the necessity for any additional notice or other action by the
Board or Qwest: (a) the merger or consolidation of Qwest with or into another
corporation or other reorganization (other than a reorganization under the
United States Bankruptcy Code) of Qwest (other than a consolidation, merger, or
reorganization in which Qwest is the continuing corporation and which does not
result in any reclassification or change of outstanding shares of Stock); or (b)
the sale or conveyance of the property of Qwest as an entirety or substantially
as an entirety (other than a sale or conveyance in which the Qwest continues as
holding company of an entity or entities that conduct the business or business
formerly conducted by Qwest); or (c) the dissolution or liquidation of Qwest.
5.2 Required Notice. At least 30 days' prior written notice of any event
described in Section 5.1 shall be given by Qwest to each Option Holder and
Participant unless (a) in the case of the events described in clauses (a) or (b)
of Section 5.1, Qwest, or the successor or purchaser, as the case may be, shall
make adequate provision for the assumption of the outstanding Options or the
substitution of new options for the outstanding Options on terms comparable to
the outstanding Options except that the Option Holder shall have the right
thereafter to purchase the kind and amount of securities or property or cash
receivable upon such merger, consolidation, other reorganization, sale or
conveyance by a holder of the number of Shares that would have been receivable
upon exercise of the Option immediately prior to such merger, consolidation,
sale or conveyance (assuming such holder of Stock failed to exercise any rights
of election and received per share the kind and amount received per share by a
majority of the non-electing shares), or (b) Qwest, or the successor or
purchaser, as the case may be, shall make adequate provision for the adjustment
of outstanding Awards (other than Options) so that such Awards shall entitle the
Participant to receive the kind and amount of securities or property or cash
receivable upon such merger, consolidation, other reorganization, sale or
conveyance by a holder of the number of Shares that would have been receivable
with respect to such Award immediately prior to such merger, consolidation,
other reorganization, sale or conveyance (assuming such holder of Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a majority of the non-electing shares). The provisions of
this Article V shall similarly apply to successive mergers, consolidations,
reorganizations, sales or conveyances. Such notice shall be deemed to have been
given when delivered personally to a Participant or when mailed to a Participant
by registered or certified mail, postage prepaid, at such Participant's address
last known to the Company.
5.3 Acceleration of Exercisability. Participants notified in accordance
with Section 5.2 may exercise their Options at any time before the occurrence of
the event requiring the giving of notice (but subject to occurrence of such
event), regardless of whether all conditions of exercise relating to length of
service, attainment of financial performance goals or otherwise have been
satisfied. Upon the giving of notice in accordance with Section 5.2, all
restrictions with respect to Restricted Stock and other Awards shall lapse
immediately, all Stock Units shall become payable immediately and all Stock
Appreciation Rights shall become exercisable. Any Options, Stock Appreciation
Rights or Stock Units that are not assumed or substituted under clauses (a) or
(b) of Section 5.2 that have not been exercised prior to the event described in
Section 5.1 shall automatically terminate upon the occurrence of such event.
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5.4 Change in Control of Qwest.
(a) In General. Unless provided otherwise by the Committee at the
time of the grant of an Award, upon a change in control of Qwest as defined in
subsection 5.4(b), then (i) all Options shall become immediately exercisable in
full during the remaining term thereof, and shall remain so, whether or not the
Participants to whom such Options have been granted remain employees or
consultants of the Company; (ii) all restrictions with respect to outstanding
Restricted Stock Awards shall immediately lapse; (iii) all Stock Units shall
become immediately payable; and (iv) all other Awards shall become immediately
exercisable or shall vest, as the case may be, without any further action or
passage of time.
(b) Definition. For purposes of this Plan, a "change in control"
shall be deemed to have occurred if either (i) any individual, entity, or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), other than
Anschutz Company, The Anschutz Corporation, any entity or organization
controlled by Philip F. Anschutz (collectively, the "Anschutz Entities") or a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, acquires beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of either (A) the
then-outstanding shares of Stock ("Outstanding Shares") or (B) the combined
voting power of the then-outstanding voting securities of the Company entitled
to vote generally in the election of directors ("Voting Power") or (ii) at any
time during any period of three consecutive years (not including any period
prior to the Effective Date), individuals who at the beginning of such period
constitute the Board (and any new director whose election by the Board or whose
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority thereof.
5.5 Reorganization of Affiliated Corporations. If an Affiliated
Corporation is merged or consolidated with another corporation (other than a
merger or consolidation pursuant to which the Affiliated Corporation continues
to be, or the continuing corporation is, affiliated with Qwest through stock
ownership or control), or if all or substantially all of the assets or more than
fifty percent (50%) of the stock of the Affiliated Corporation is acquired by
any other corporation, business entity or person (other than a transaction in
which the successor is affiliated with Qwest through stock ownership or
control), or in the case of a reorganization (other than a reorganization under
the United States Bankruptcy Code) including a divisive reorganization under
Section 355 of the Code, or liquidation of the Affiliated Corporation, the
Committee may, as to outstanding Awards, make appropriate provision for the
protection of outstanding Awards granted to Eligible Employees of, and Eligible
Consultants to, the affected Affiliated Corporation by (i) providing for the
assumption of outstanding Options or the substitution of new Options for
outstanding Options by the successor on terms comparable to the outstanding
Options, (ii) providing for the adjustment of outstanding Awards, or (iii)
taking such other action with respect to outstanding Awards as the Committee
deems appropriate.
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ARTICLE VI
PARTICIPATION
Participants in the Plan shall be those Eligible Employees who, in the
judgment of the Committee, are performing, or during the term of their incentive
arrangement will perform, vital services in the management, operation and
development of the Company, and significantly contribute, or are expected to
significantly contribute, to the achievement of long-term corporate economic
objectives. Eligible Consultants shall be selected from those non-employee
consultants to the Company who are performing services important to the
operation and growth of the Company. Participants may be granted from time to
time one or more Awards; provided, however, that the grant of each such Award
shall be separately approved by the Committee and receipt of one such Award
shall not result in automatic receipt of any other Award. Upon determination by
the Committee that an Award is to be granted to a Participant, written notice
shall be given to such person, specifying the terms, conditions, rights and
duties related thereto. Each Participant shall, if required by the Committee,
enter into an agreement with Qwest, in such form as the Committee shall
determine and which is consistent with the provisions of the Plan, specifying
such terms, conditions, rights and duties. Awards shall be deemed to be granted
as of the date specified in the grant resolution of the Committee, which date
shall be the date of any related agreement with the Participant. In the event
of any inconsistency between the provisions of the Plan and any such agreement
entered into hereunder, the provisions of the Plan shall govern.
ARTICLE VII
OPTIONS
7.1 Grant of Options. Coincident with or following designation for
participation in the Plan, a Participant may be granted one or more Options. The
Committee in its sole discretion shall designate whether an Option is an
Incentive Option or a Non-Qualified Option; provided, however, that only Non-
Qualified Options may be granted to Eligible Consultants. The Committee may
grant both an Incentive Option and a Non-Qualified Option to an Eligible
Employee at the same time or at different times. Incentive Options and Non-
Qualified Options, whether granted at the same time or at different times, shall
be deemed to have been awarded in separate grants and shall be clearly
identified, and in no event shall the exercise of one Option affect the right to
exercise any other Option or affect the number of shares for which any other
Option may be exercised. An Option shall be considered as having been granted on
the date specified in the grant resolution of the Committee.
7.2 Stock Option Certificates. Each Option granted under the Plan shall
be evidenced by a written stock option certificate or agreement (an "Option
Certificate"). An Option Certificate shall be issued by Qwest in the name of
the Participant to whom the Option is granted (the "Option Holder") and in such
form as may be approved by the Committee. The Option Certificate shall
incorporate and conform to the conditions set forth in this Section 7.2 as well
as such other terms and conditions that are not inconsistent as the Committee
may consider appropriate in each case.
(a) Number of Shares. Each Option Certificate shall state that it
covers a specified number of shares of Stock, as determined by the Committee.
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(b) Price. The price at which each share of Stock covered by an
Option may be purchased shall be determined in each case by the Committee and
set forth in the Option Certificate, but, in the case of an Incentive Option, in
no event shall the price be less than 100 percent of the Fair Market Value of
the Stock on the date the Incentive Option is granted.
(c) Duration of Options; Restrictions on Exercise. Each Option
Certificate shall state the period of time, determined by the Committee, within
which the Option may be exercised by the Option Holder (the "Option Period").
The Option Period must end, in all cases, not more than ten years from the date
the Option is granted. The Option Certificate shall also set forth any
installment or other restrictions on exercise of the Option during such period,
if any, as may be determined by the Committee. Each Option shall become
exercisable (vest) over such period of time, if any, or upon such events, as
determined by the Committee.
(d) Termination of Services, Death, Disability, Etc. The
Committee may specify the period, if any, after which an Option may be exercised
following termination of the Option Holder's services. The effect of this
subsection 7.2(d) shall be limited to determining the consequences of a
termination and nothing in this subsection 7.2(d) shall restrict or otherwise
interfere with the Company's discretion with respect to the termination of any
individual's services. If the Committee does not otherwise specify, the
following shall apply:
(i) If the services of the Option Holder are terminated
within the Option Period for "cause", as determined by the Company, the Option
shall thereafter be void for all purposes. As used in this subsection 7.2(d),
"cause" shall mean willful misconduct, a willful failure to perform the Option
Holder's duties, insubordination, theft, dishonesty, conviction of a felony or
any other willful conduct that is materially detrimental to the Company or such
other cause as the Board in good faith reasonably determines provides cause for
the discharge of an Option Holder.
(ii) If the Option Holder becomes Disabled, the Option may
be exercised by the Option Holder within one year following the Option Holder's
termination of services on account of Disability (provided that such exercise
must occur within the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the shares as to which the Option had become
exercisable on or before the date of the Option Holder's termination of services
because of Disability.
(iii) If the Option Holder dies during the Option Period
while still performing services for the Company or within the one year period
referred to in (ii) above or the three-month period referred to in (iv) below,
the Option may be exercised by those entitled to do so under the Option Holder's
will or by the laws of descent and distribution within one year following the
Option Holder's death, (provided that such exercise must occur within the Option
Period), but not thereafter. In any such case, the Option may be exercised only
as to the shares as to which the Option had become exercisable on or before the
date of the Option Holder's death.
(iv) If the services of the Option Holder are terminated
(which for this purpose means that the Option Holder is no longer employed by
the Company or performing
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services for the Company) by the Company within the Option Period for any reason
other than cause, Disability or the Option Holder's death, the Option may be
exercised by the Option Holder within three months following the date of such
termination (provided that such exercise must occur within the Option Period),
but not thereafter. In any such case, the Option may be exercised only as to the
shares as to which the Option had become exercisable on or before the date of
termination of services.
(e) Transferability. Each Option shall not be transferable by the
Option Holder except by will or pursuant to the laws of descent and
distribution. Each Option is exercisable during the Option Holder's lifetime
only by him or her, or in the event of Disability or incapacity, by his or her
guardian or legal representative. The Committee may, however, provide at the
time of grant or thereafter that the Option Holder may transfer a Non-Qualified
Option to a member of the Option Holder's immediate family, a trust of which
members of the Option Holder's immediate family are the only beneficiaries, or a
partnership of which members of the Option Holder's immediate family or trusts
for the sole benefit of the Option Holder's immediate family are the only
partners. Immediate family means the Option Holder's spouse, issue (by birth or
adoption), parents, grandparents, and siblings (including half brothers and
sisters and adopted siblings). During the Option Holder's lifetime the Option
Holder may not transfer an Incentive Option under any circumstances.
(f) Consideration for Grant of Option. Each Option Holder agrees
to remain in the employment of the Company or to continue providing consulting
services to the Company, as the case may be, at the pleasure of the Company, for
a continuous period of at least one year after the date the Option is granted,
at the rate of compensation in effect on the date of such agreement or at such
changed rate as may be fixed, from time to time, by the Company. Nothing in this
paragraph shall limit or impair the Company's right to terminate the employment
of any employee or to terminate the consulting services of any consultant.
(g) Exercise, Payments, Etc.
(i) Manner of Exercise. The method for exercising each
Option granted hereunder shall be by delivery to Qwest of written notice
specifying the number of Shares with respect to which such Option is exercised.
The purchase of such Shares shall take place at the principal offices of Qwest
within thirty days following delivery of such notice, at which time the Option
Price of the Shares shall be paid in full by any of the methods set forth below
or a combination thereof. Except as set forth in the next sentence, the Option
shall be exercised when the Option Price for the number of shares as to which
the Option is exercised is paid to Qwest in full. If the Option Price is paid by
means of a broker's loan transaction described in subsection 7.2(g)(ii)(D), in
whole or in part, the closing of the purchase of the Stock under the Option
shall take place (and the Option shall be treated as exercised) on the date on
which, and only if, the sale of Stock upon which the broker's loan was based has
been closed and settled, unless the Option Holder makes an irrevocable written
election, at the time of exercise of the Option, to have the exercise treated as
fully effective for all purposes upon receipt of the Option Price by Qwest
regardless of whether or not the sale of the Stock by the broker is closed and
settled. A properly executed certificate or certificates representing the Shares
shall be delivered to or at the direction of the Option
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Holder upon payment therefor. If Options on less than all shares evidenced by an
Option Certificate are exercised, Qwest shall deliver a new Option Certificate
evidencing the Option on the remaining shares upon delivery of the Option
Certificate for the Option being exercised.
(ii) The exercise price shall be paid by any of the following
methods or any combination of the following methods at the election of the
Option Holder, or by any other method approved by the Committee upon the request
of the Option Holder:
(A) in cash;
(B) by certified check, cashier's check or other check
acceptable to the Company, payable to the order of Qwest;
(C) by delivery to Qwest of certificates representing the
number of shares then owned by the Option Holder, the Fair Market Value of which
equals the purchase price of the Stock purchased pursuant to the Option,
properly endorsed for transfer to Qwest; provided however, that no Option may be
exercised by delivery to Qwest of certificates representing Stock, unless such
Stock has been held by the Option Holder for more than six months; for purposes
of this Plan, the Fair Market Value of any shares of Stock delivered in payment
of the purchase price upon exercise of the Option shall be the Fair Market Value
as of the exercise date; the exercise date shall be the day of delivery of the
certificates for the Stock used as payment of the Option Price; or
(D) by delivery to Qwest of a properly executed notice of
exercise together with irrevocable instructions to a broker to deliver to Qwest
promptly the amount of the proceeds of the sale of all or a portion of the Stock
or of a loan from the broker to the Option Holder required to pay the Option
Price.
(h) Date of Grant. An Option shall be considered as having been
granted on the date specified in the grant resolution of the Committee.
(i) Withholding.
(i) Non-Qualified Options. Upon exercise of an Option,
the Option Holder shall make appropriate arrangements with the Company to
provide for the amount of additional withholding required by Sections 3102 and
3402 of the Code and applicable state income tax laws, including payment of such
taxes through delivery of shares of Stock or by withholding Stock to be issued
under the Option, as provided in Article XVII.
(ii) Incentive Options. If an Option Holder makes a
disposition (as defined in Section 424(c) of the Code) of any Stock acquired
pursuant to the exercise of an Incentive Option prior to the expiration of two
years from the date on which the Incentive Option was granted or prior to the
expiration of one year from the date on which the Option was exercised, the
Option Holder shall send written notice to the Company at the Company's
principal place of business of the date of such disposition, the number of
shares disposed of, the amount of proceeds received from such disposition and
any other information relating to such disposition as the Company may
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reasonably request. The Option Holder shall, in the event of such a disposition,
make appropriate arrangements with the Company to provide for the amount of
additional withholding, if any, required by Sections 3102 and 3402 of the Code
and applicable state income tax laws.
7.3 Restrictions on Incentive Options.
(a) Initial Exercise. The aggregate Fair Market Value of the
Shares with respect to which Incentive Options are exercisable for the first
time by an Option Holder in any calendar year, under the Plan or otherwise,
shall not exceed $100,000. For this purpose, the Fair Market Value of the Shares
shall be determined as of the date of grant of the Option.
(b) Ten Percent Stockholders. Incentive Options granted to an
Option Holder who is the holder of record of 10% or more of the outstanding
Stock of Qwest shall have an Option Price equal to 110% of the Fair Market Value
of the Shares on the date of grant of the Option and the Option Period for any
such Option shall not exceed five years.
7.4 Shareholder Privileges. No Option Holder shall have any rights as a
shareholder with respect to any shares of Stock covered by an Option until the
Option Holder becomes the holder of record of such Stock, and no adjustments
shall be made for dividends or other distributions or other rights as to which
there is a record date preceding the date such Option Holder becomes the holder
of record of such Stock, except as provided in Article IV.
ARTICLE VIII
RESTRICTED STOCK AWARDS
8.1 Grant of Restricted Stock Awards. Coincident with or following
designation for participation in the Plan, the Committee may grant a Participant
one or more Restricted Stock Awards consisting of Shares of Stock. The number of
Shares granted as a Restricted Stock Award shall be determined by the Committee.
8.2 Restrictions. A Participant's right to retain a Restricted Stock
Award granted to him under Section 8.1 shall be subject to such restrictions,
including but not limited to his continuous employment by or performance of
services for the Company for a restriction period specified by the Committee or
the attainment of specified performance goals and objectives, as may be
established by the Committee with respect to such Award. The Committee may in
its sole discretion require different periods of service or different
performance goals and objectives with respect to different Participants, to
different Restricted Stock Awards or to separate, designated portions of the
Shares constituting a Restricted Stock Award. In the event of the death or
Disability of a Participant, or the retirement of a Participant in accordance
with the Company's established retirement policy, all required periods of
service and other restrictions applicable to Restricted Stock Awards then held
by him shall lapse with respect to a pro rata part of each such Award based on
the ratio between the number of full months of employment or services completed
at the time of termination of services from the grant of each Award to the total
number of months of employment or continued services
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required for such Award to be fully nonforfeitable, and such portion of each
such Award shall become fully nonforfeitable. The remaining portion of each such
Award shall be forfeited and shall be immediately returned to Qwest. If a
Participant's employment or consulting services terminate for any other reason,
any Restricted Stock Awards as to which the period for which services are
required or other restrictions have not been satisfied (or waived or accelerated
as provided herein) shall be forfeited, and all shares of Stock related thereto
shall be immediately returned to Qwest.
8.3 Privileges of a Stockholder, Transferability. A Participant shall
have all voting, dividend, liquidation and other rights with respect to Stock in
accordance with its terms received by him as a Restricted Stock Award under this
Article VIII upon his becoming the holder of record of such Stock; provided,
however, that the Participant's right to sell, encumber, or otherwise transfer
such Stock shall be subject to the limitations of Section 13.2.
8.4 Enforcement of Restrictions. The Committee shall cause a legend to
be placed on the Stock certificates issued pursuant to each Restricted Stock
Award referring to the restrictions provided by Sections 8.2 and 8.3 and, in
addition, may in its sole discretion require one or more of the following
methods of enforcing the restrictions referred to in Sections 8.2 and 8.3:
(a) Requiring the Participant to keep the Stock certificates,
duly endorsed, in the custody of Qwest while the restrictions remain in effect;
or
(b) Requiring that the Stock certificates, duly endorsed, be held
in the custody of a third party while the restrictions remain in effect.
ARTICLE IX
STOCK UNITS
A Participant may be granted a number of Stock Units determined by the
Committee. The number of Stock Units, the goals and objectives to be satisfied
with respect to each grant of Stock Units, the time and manner of payment for
each Stock Unit, and the other terms and conditions applicable to a grant of
Stock Units shall be determined by the Committee.
ARTICLE X
STOCK APPRECIATION RIGHTS
10.1 Persons Eligible. The Committee, in its sole discretion, may grant
Stock Appreciation Rights to Eligible Employees or Eligible Consultants.
10.2 Terms of Grant. The Committee shall determine at the time of the
grant of a Stock Appreciation Right the time period during which the Stock
Appreciation Right may be exercised and any other terms that shall apply to the
Stock Appreciation Right.
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10.3 Exercise. A Stock Appreciation Right shall entitle a Participant
to receive a number of shares of Stock (without any payment to Qwest, except for
applicable withholding taxes), cash, or Stock and cash, as determined by the
Committee in accordance with Section 10.4 below. If a Stock Appreciation Right
is issued in tandem with an Option, except as may otherwise be provided by the
Committee, the Stock Appreciation Right shall be exercisable during the period
that its related Option is exercisable. A Participant desiring to exercise a
Stock Appreciation Right shall give written notice of such exercise to Qwest,
which notice shall state the proportion of Stock and cash that the Participant
desires to receive pursuant to the Stock Appreciation Right exercised. Upon
receipt of the notice from the Participant, Qwest shall deliver to the person
entitled thereto (i) a certificate or certificates for Stock and/or (ii) a cash
payment, in accordance with Section 10.4 below. The date Qwest receives written
notice of such exercise hereunder is referred to in this Article X as the
"exercise date". The delivery of Stock or cash received pursuant to such
exercise shall take place at the principal offices of Qwest within 30 days
following delivery of such notice.
10.4 Number of Shares or Amount of Cash. Subject to the discretion of
the Committee to substitute cash for Stock, or Stock for cash, the number of
Shares that may be issued pursuant to the exercise of a Stock Appreciation Right
shall be determined by dividing: (a) the total number of Shares of Stock as to
which the Stock Appreciation Right is exercised, multiplied by the amount by
which the Fair Market Value of one share of Stock on the exercise date exceeds
the Fair Market Value of one Share of Stock on the date of grant of one Share of
Stock Appreciation Right, by (b) the Fair Market Value of one Share of Stock on
the exercise date; provided, however, that fractional shares shall not be issued
and in lieu thereof, a cash adjustment shall be paid. In lieu of issuing Stock
upon the exercise of a Stock Appreciation Right, the Committee in its sole
discretion may elect to pay the cash equivalent of the Fair Market Value of the
Stock on the exercise date for any or all of the Shares of Stock that would
otherwise be issuable upon exercise of the Stock Appreciation Right.
10.5 Effect of Exercise. If a Stock Appreciation Right is issued in
tandem with an Option, the exercise of the Stock Appreciation Right or the
related Option will result in an equal reduction in the number of corresponding
Options or Stock Appreciation Rights that were granted in tandem with such Stock
Appreciation Rights and Options.
10.6 Termination of Services. Upon the termination of the services of a
Participant, any Stock Appreciation Rights then held by such Participant shall
be exercisable within the time periods, and upon the same conditions with
respect to the reasons for termination of services, as are specified in Section
7.2(d) with respect to Options.
ARTICLE XI
STOCK BONUSES
The Committee may award Stock Bonuses to such Participants, subject to such
conditions and restrictions, as it determines in its sole discretion. Stock
Bonuses may be either outright grants
15
of Stock, or may be grants of Stock subject to and conditioned upon certain
employment or performance related goals.
ARTICLE XII
OTHER COMMON STOCK GRANTS
From time to time during the duration of this Plan, the Board may, in its
sole discretion, adopt one or more incentive compensation arrangements for
Participants pursuant to which the Participants may acquire shares of Stock,
whether by purchase, outright grant, or otherwise. Any such arrangements shall
be subject to the general provisions of this Plan and all shares of Stock issued
pursuant to such arrangements shall be issued under this Plan.
ARTICLE XIII
RIGHTS OF PARTICIPANTS
13.1 Service. Nothing contained in the Plan or in any Award, or other
Award granted under the Plan shall confer upon any Participant any right with
respect to the continuation of his employment by, or consulting relationship
with, the Company, or interfere in any way with the right of the Company,
subject to the terms of any separate employment agreement or other contract to
the contrary, at any time to terminate such services or to increase or decrease
the compensation of the Participant from the rate in existence at the time of
the grant of an Award. Whether an authorized leave of absence, or absence in
military or government service, shall constitute a termination of service shall
be determined by the Committee at the time.
13.2 Nontransferability. Except as provided otherwise at the time of
grant or thereafter, no right or interest of any Participant in an Option, a
Stock Appreciation Right, a Restricted Stock Award (prior to the completion of
the restriction period applicable thereto), a Stock Unit, or other Award granted
pursuant to the Plan, shall be assignable or transferable during the lifetime of
the Participant, either voluntarily or involuntarily, or subjected to any lien,
directly or indirectly, by operation of law, or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy. In the event of a
Participant's death, a Participant's rights and interests in Options, Stock
Appreciation Rights, Restricted Stock Awards, other Awards, and Stock Units
shall, to the extent provided in Articles VII, VIII, IX, X and XI, be
transferable by will or the laws of descent and distribution, and payment of any
amounts due under the Plan shall be made to, and exercise of any Options may be
made by, the Participant's legal representatives, heirs or legatees.
Notwithstanding the foregoing, the Option Holder may not transfer an Incentive
Option during the Option Holder's lifetime. If in the opinion of the Committee
a person entitled to payments or to exercise rights with respect to the Plan is
disabled from caring for his affairs because of mental condition, physical
condition or age, payment due such person may be made to, and such rights shall
be exercised by, such person's guardian, conservator or other legal personal
representative upon furnishing the Committee with evidence satisfactory to the
Committee of such status.
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13.3 No Plan Funding. Obligations to Participants under the Plan will
not be funded, trusteed, insured or secured in any manner. The Participants
under the Plan shall have no security interest in any assets of the Company, and
shall be only general creditors of the Company.
ARTICLE XIV
GENERAL RESTRICTIONS
14.1 Investment Representations. Qwest may require any person to whom
an Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit, or
Stock Bonus is granted, as a condition of exercising such Option or Stock
Appreciation Right, or receiving such Restricted Stock Award, Stock Unit, or
Stock Bonus, to give written assurances in substance and form satisfactory to
Qwest and its counsel to the effect that such person is acquiring the Stock for
his own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as Qwest deems
necessary or appropriate in order to comply with Federal and applicable state
securities laws. Legends evidencing such restrictions may be placed on the
Stock certificates.
14.2 Compliance with Securities Laws. Each Option, Stock Appreciation
Right, Restricted Stock Award, Stock Unit, and Stock Bonus grant shall be
subject to the requirement that, if at any time counsel to Qwest shall determine
that the listing, registration or qualification of the shares subject to such
Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit, or Stock
Bonus grant upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental or regulatory body, is necessary as
a condition of, or in connection with, the issuance or purchase of shares
thereunder, such Option, Stock Appreciation Right, Restricted Stock Award, Stock
Unit or Stock Bonus grant may not be accepted or exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained on conditions acceptable to the Committee. Nothing
herein shall be deemed to require Qwest to apply for or to obtain such listing,
registration or qualification.
14.3 Changes in Accounting Rules. Except as provided otherwise at the
time an Award is granted, notwithstanding any other provision of the Plan to the
contrary, if, during the term of the Plan, any changes in the financial or tax
accounting rules applicable to Options, Stock Appreciation Rights, Restricted
Stock Awards, Stock Units or other Awards shall occur which, in the sole
judgment of the Committee, may have a material adverse effect on the reported
earnings, assets or liabilities of Qwest, the Committee shall have the right and
power to modify as necessary, any then outstanding and unexercised Options,
Stock Appreciation Rights, outstanding Restricted Stock Awards, outstanding
Stock Units and other outstanding Awards as to which the applicable services or
other restrictions have not been satisfied.
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ARTICLE XV
OTHER EMPLOYEE BENEFITS
The amount of any compensation deemed to be received by a Participant as a
result of the exercise of an Option or Stock Appreciation Right, the sale of
shares received upon such exercise, the vesting of any Restricted Stock Award,
receipt of Stock Bonuses, distributions with respect to Stock Units, or the
grant of Stock shall not constitute "earnings" or "compensation" with respect to
which any other employee benefits of such employee are determined, including
without limitation benefits under any pension, profit sharing, 401(k), life
insurance or salary continuation plan.
ARTICLE XVI
PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board may at any time terminate, and from time to time may amend or
modify the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the shareholders
if shareholder approval is required to enable the Plan to satisfy any applicable
statutory or regulatory requirements, or if Qwest, on the advice of counsel,
determines that shareholder approval is otherwise necessary or desirable.
No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options, Stock Appreciation Rights, Restricted Stock
Awards, Stock Units, Stock Bonuses or other Award theretofore granted under the
Plan, without the consent of the Participant holding such Options, Stock
Appreciation Rights, Restricted Stock Awards, Stock Units, Stock Bonuses or
other Awards.
ARTICLE XVII
WITHHOLDING
17.1 Withholding Requirement. Qwest's obligations to deliver shares of
Stock upon the exercise of any Option, or Stock Appreciation Right, the vesting
of any Restricted Stock Award, payment with respect to Stock Units, or the grant
of Stock shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and other tax withholding requirements.
17.2 Withholding With Stock. At the time the Committee grants an Option,
Stock Appreciation Right, Restricted Stock Award, Stock Unit, Stock Bonus, other
Award, or Stock or at any time thereafter, it may, in its sole discretion, grant
the Participant an election to pay all such amounts of tax withholding, or any
part thereof, by electing (a) to have Qwest withhold from shares otherwise
issuable to the Participant, shares of Stock having a value equal to the amount
required to be withheld or such lesser amount as may be elected by the
Participant; provided however, that the amount of Stock so withheld shall not
exceed the minimum amount required to be withheld under the method of
withholding that results in the smallest amount of withholding, or (b) to
transfer to Qwest a number of shares of Stock that were acquired by the
Participant more than six months prior to the transfer to Qwest and that have a
value equal to the amount required to be withheld or
18
such lesser amount as may be elected by the Participant. All elections shall be
subject to the approval or disapproval of the Committee. The value of shares of
Stock to be withheld shall be based on the Fair Market Value of the Stock on the
date that the amount of tax to be withheld is to be determined (the "Tax Date").
Any such elections by Participants to have shares of Stock withheld for this
purpose will be subject to the following restrictions:
(a) All elections must be made prior to the Tax Date.
(b) All elections shall be irrevocable.
(c) If the Participant is an officer or director of Qwest within
the meaning of Section 16 of the 1934 Act ("Section 16"), the Participant must
satisfy the requirements of such Section 16 and any applicable Rules thereunder
with respect to the use of Stock to satisfy such tax withholding obligation.
ARTICLE XVIII
REQUIREMENTS OF LAW
18.1 Requirements of Law. The issuance of Stock and the payment of cash
pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.
18.2 Federal Securities Law Requirements. If a Participant is an
officer or director of Qwest within the meaning of Section 16, Awards granted
hereunder shall be subject to all conditions required under Rule 16b-3, or any
successor rule promulgated under the 1934 Act, to qualify the Award for any
exception from the provisions of Section 16(b) of the 1934 Act available under
that Rule. Such conditions shall be set forth in the agreement with the
Participant which describes the Award or other document evidencing or
accompanying the Award.
18.3 Governing Law. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Delaware.
ARTICLE XIX
DURATION OF THE PLAN
Unless sooner terminated by the Board of Directors, the Plan shall
terminate at the close of business on June 22, 2007, and no Option, Stock
Appreciation Right, Restricted Stock Award, Stock Unit, Stock Bonus, other Award
or Stock shall be granted, or offer to purchase Stock made, after such
termination. Options, Stock Appreciation Rights, Restricted Stock Awards, other
Awards, and Stock Units outstanding at the time of the Plan termination may
continue to be exercised, or become free of restrictions, or paid, in accordance
with their terms.
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Dated:_____________, 1998.
QWEST COMMUNICATIONS INTERNATIONAL INC.,
a Delaware corporation
By:_____________________________________________
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