{"id":38751,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-for-nonemployee-directors-qwest.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-for-nonemployee-directors-qwest","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-for-nonemployee-directors-qwest.html","title":{"rendered":"Deferred Compensation Plan for Nonemployee Directors &#8211; Qwest Communications International Inc."},"content":{"rendered":"<pre>                     QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n                           DEFERRED COMPENSATION PLAN\n\n                           FOR NONEMPLOYEE DIRECTORS\n\n                          EFFECTIVE AS OF JULY 1, 2000\n\n\n\n\n\n\n   2\n\n\n                     QWEST COMMUNICATIONS INTERNATIONAL INC.\n                           DEFERRED COMPENSATION PLAN\n                            FOR NONEMPLOYEE DIRECTORS\n\n                                    PREAMBLE\n\n         QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation, hereby\nadopts the Qwest Communications International Inc. Deferred Compensation Plan\nfor Nonemployee Directors (the \"Plan\"), effective as of July 1, 2000 (the\n\"Effective Date\"), to permit certain nonemployee members of its Board of\nDirectors to defer receipt of all or a portion of their anticipated Director's\nFees.\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n         Whenever used herein, the following terms shall have the respective\nmeanings set forth below, unless the context clearly indicates otherwise. In\naddition, unless some other meaning or intent is apparent from the context, the\nplural shall include the singular and vice versa; and masculine, feminine and\nneuter words shall be used interchangeably.\n\n         1.1 \"Account\" means, with respect to each Participant, the Phantom Unit\nAccount established pursuant to Article IV below.\n\n         1.2 \"Administrator\" means the Executive Vice President - Human \nResources or his successor or designee.\n\n         1.3 \"Beneficiary\" means the person, trust or other entity designated by\nthe Participant in accordance with Section 6.7 below to receive payment under\nthe Plan in the event of the Participant's death. If the Participant fails to\ndesignate a Beneficiary, or if all of the Participant's designated Beneficiaries\npredecease the Participant, then the Participant's Beneficiary shall be his or\nher estate.\n\n         1.4 \"Board\" means the Board of Directors of the Company.\n\n         1.5 \"Code\" means the Internal Revenue Code of 1986, as now or hereafter\namended and in effect.\n\n         1.6 \"Common Stock\" means the Company's $.01 par value common stock.\n\n         1.7 \"Company\" means Qwest Communications International Inc., a Delaware\ncorporation.\n\n         1.8 \"Company Matching Deferrals\" means the amounts allocated to a\nParticipant's Account as a matching deferral in accordance with the provisions\nof Article III.\n\n         1.9 \"Committee\" means the Compensation Committee of the Board or such\nother committee, officer or person as the Board may designate from time to time.\n\n\n\n                                       1\n   3\n\n\n         1.10 \"Director\" means a member of the Board of the Company.\n\n         1.11 \"Director's Fees\" means any retainer, attendance fees, committee\nmembership fees, or other compensation, paid in cash or stock by the Company to\na Director for services as a Director.\n\n         1.12 \"Eligible Director\" means a Director who (a) is not an employee of\nthe Company or any subsidiary of the Company and (b) does not own, directly or\nindirectly, 5% or more of the outstanding shares of the Company's Common Stock.\n\n         1.13 \"Participant\" means an Eligible Director who has elected to defer\npayment of Director's Fees under the Plan. A person remains a Participant so\nlong as he or she has an Account balance under the Plan, whether or not such\nperson remains an Eligible Director.\n\n         1.14 \"Phantom Units\" shall mean units held in a notational account in\nwhich each unit represents a value equivalent to one share of Common Stock of\nthe Company.\n\n         1.15 \"Plan\" means the Qwest Communications International Inc. Deferred \nCompensation Plan for Nonemployee Directors, as set forth herein, together with \nall amendments hereto.\n\n         1.16 \"Unforeseeable Emergency\" means a severe financial hardship to the\nParticipant resulting from a sudden and unexpected illness or accident of the\nParticipant, of the Participant's spouse or of a dependent (as defined in Code\nsection 152(a)) of the Participant, loss of the Participant's property due to\ncasualty, or other similar extraordinary and unforeseeable circumstances arising\nas a result of events beyond the control of the Participant. The need to pay\ncollege tuition and the desire to purchase a home will not be considered to\nconstitute Unforeseeable Emergencies.\n\n\n                                   ARTICLE II\n\n                              PARTICIPANT DEFERRALS\n\n         2.1 Deferral Elections. An Eligible Director may elect to irrevocably\ndefer all or any portion of the Director's Fees that he or she anticipates\nearning. Such election shall be made and filed with the Company no later than\n(i) the last day of the calendar year prior to the calendar year in which such\nDirector's Fees would otherwise be payable, if the Director initiates the\nelection, or (ii) three months prior to the date the Director's Fees would\notherwise be payable if a deferral election is solicited from all Directors by\nthe Company. Such elections shall be made by filing a written notice with the\nCompany in such form, in such manner and by such time as the Administrator shall\nspecify. Notwithstanding the foregoing, a Director who first becomes an Eligible\nDirector during a calendar year may, within thirty days following the date on\nwhich he or she becomes an Eligible Director, elect to defer Director's Fees\nthat he or she has not yet earned (as of the date such Director files a deferral\nelection with the Company) but that are payable in such calendar year.\n\n         2.2 Changes in Deferral Elections. A Participant's deferral election\nshall remain in effect until terminated or modified by the Participant pursuant\nto this Section 2.3. A Participant \n\n\n                                       2\n   4\n\n\nmay terminate or modify his or her deferral election by filing a new deferral\nelection with the Company in accordance with the provisions of Section 2.1\nabove. New deferral elections shall become effective on the later of (i) the\ndate specified in the election, or (ii) three months after the election if the\nchange is solicited by the Company.\n\n         2.3 Suspension of Deferrals. A Participant may suspend his or her\ndeferrals under the Plan during a calendar year if the Committee determines that\nthe Participant has experienced (or would experience, if suspension were not\npermitted) an Unforeseeable Emergency that cannot be relieved through\nreimbursement or compensation by insurance or otherwise or by liquidation of the\nParticipant's assets (to the extent the liquidation would not itself cause\nsevere financial hardship). Any Participant who wishes to suspend his or her\ndeferrals during a calendar year pursuant to this Section must file a written\nrequest for such suspension, together with such supporting documentation as the\nCommittee may require, with the Committee for review and approval. Such\nsuspension shall become effective as soon as administratively practicable after\nit is approved by the Committee. A Participant who has suspended his or her\ndeferrals under this Section may not recommence those deferrals until the first\nday of the following calendar year.\n\n         2.4 Accounting. The Company shall credit a Participant's deferrals\nduring a calendar year to the Account established for such Participant for such\nyear, pursuant to Article IV below, as of the date on which the amount deferred\nwould otherwise have been paid or made available to the Participant.\n\n\n                                   ARTICLE III\n\n                           COMPANY MATCHING DEFERRALS\n\n         At the time that Participant deferrals are credited to a Participant's\nAccount under the Plan, the Company shall also credit an amount equal to 50% of\nthe Participant deferrals to the Account as a Company Matching Deferral. The\nCompany Matching Deferral shall be fully vested and shall be accounted for in\nthe same manner as all other amounts allocated to a Participant's Account.\n\n\n                                   ARTICLE IV\n\n                                    ACCOUNTS\n\n         4.1 Establishment and Nature of Participant Accounts. The Company shall\nestablish and maintain, in the name of each Participant, Accounts to reflect the\nParticipant's interest under the Plan. A separate Account shall be established\nand maintained for each Participant for each year in which such Participant\nmakes deferrals under the Plan. The maintenance of such Accounts is for\nrecordkeeping purposes only. No funds or other assets of the Company shall be\nsegregated or attributable to the amounts that may be credited to a\nParticipant's Accounts from time to time, but rather benefit payments under the\nPlan shall be made solely from the general assets of the Company at the time any\nsuch payments become due and payable.\n\n         4.2 Account Earnings. Deferrals credited to a Participant's Account\nwill be credited in Phantom Units in accordance with standard recordkeeping\nprocedures. Additional Phantom Units shall be credited each quarter to the\nParticipant's Accounts to reflect dividends paid on Company \n\n\n\n                                       3\n   5\n\n\nCommon Stock. The number of additional Phantom Units credited shall be\ncalculated by multiplying the number of Phantom Units held in the Participant's\nAccounts as of the record date by the dividend payable per share and then\ndividing the result by the fair market value of Company Common Stock. The fair\nmarket value is determined by averaging the closing price of Company Common\nStock over the three trading days ending on the payment date of the applicable\ndividend.\n\n         4.3 Change in Outstanding Shares. In the event of any change in\noutstanding Company shares by reason of any stock dividend or split,\nrecapitalization, merger, consolidation or exchange of shares or other similar\ncorporate change, the number of Phantom Units then credited to the Participant's\nAccounts shall be increased, decreased or changed in like manner as if such\nPhantom Units were actual shares of Company Common Stock and had been issued and\noutstanding, fully paid and nonassessable at the time of such occurrence. In\naddition, in the event of any such corporate changes, the Board shall make such\nother adjustments, if any, that it deems appropriate in the number or other\nfeatures of Phantom Units then credited to the Participants' Accounts. Any and\nall such adjustments shall be conclusive and binding upon all parties concerned.\n\n         4.4 Account Statements. After the close of each calendar year, or more \nfrequently as the Administrator, in its sole discretion, determines, the Company\nshall furnish each Participant with a statement of the value of his or her\nAccounts.\n\n\n                                    ARTICLE V\n\n                                     VESTING\n\n         A Participant shall be fully vested in his or her Accounts at all\ntimes, subject only to his or her status as a general unsecured creditor of the\nCompany in the event of the Company's insolvency or bankruptcy.\n\n\n                                   ARTICLE VI\n\n                                  DISTRIBUTIONS\n\n         6.1 Timing and Form of Distribution. (a) Except as provided otherwise\nin this Article VI, each of the Participant's Accounts shall be distributed or\ncommence to be distributed to the Participant on, or as soon as administratively\npracticable after, the earlier of the distribution date specified for such\nAccount by the Participant or the termination of the Plan. Subject to subsection\n6.1(c) below, the Participant shall specify the date on which each of his or her\nAccounts shall be distributed or shall commence to be distributed at the time he\nor she makes, and as a part of, an election to defer the Director's Fees\ncredited to that Account. The Participant may make a separate election with\nrespect to each of his or her Accounts.\n\n         (b) Except as provided otherwise in this Article VI, each of the\nParticipant's Accounts shall be distributed to the Participant in the form\nelected for such Account by the Participant. The Participant may elect to have\nan Account distributed in either a cash lump sum, annual cash installments over\na period not to exceed ten (10) years or such other form as the Administrator\nmay approve. Subject to subsection 6.1(c) below, the Participant shall specify\nthe form in which \n\n\n\n                                       4\n   6\n\n\neach of his or her Accounts is to be distributed at the time such Participant\nmakes, and as a part of, an election to defer the Director's Fees credited to\nthat Account. The Participant may make a separate election with respect to each\nof his or her Accounts.\n\n         (c) A Participant may change the timing and\/or form of distribution for\none or more of his or her Accounts at any time, so long as such change is\nrequested in writing (and such request is filed with the Company) at least six\nmonths prior to the date on which any of the Accounts to which it relates is\nscheduled to be distributed or to commence to be distributed; provided, however,\nthat the Participant may not make more than one such change with respect to his\nor her Accounts in any sixty consecutive month period. Any change that is\nrequested by a Participant within six months of the date on which any of the\nAccounts to which it relates is scheduled to be distributed or to commence to be\ndistributed, or within sixty months of a previous change to the timing and\/or\nform of distribution for any of the Participant's Accounts, shall be null and\nvoid.\n\n         6.2 Disability. Notwithstanding Section 6.1 above, if a Participant\nbecomes disabled and ceases to be a Director as a result, or if the Participant\nbecomes disabled after he or she ceases to be a Director, then the Committee\nmay, in its sole discretion, direct that his or her undistributed Account\nbalances be distributed to such Participant in a lump sum on, or at any time\nafter, the later of the date on which he or she ceases to be a Director and the\ndate on which a determination of disability is made by the Committee. For\npurposes of the Plan, a Director shall be considered to be disabled if, as a\nresult of an illness, injury or similar incapacity, such Director is unable to\nperform those daily activities that he or she was performing immediately prior\nto the illness, injury or other incapacity, and such condition is expected to\nlast for a period of at least six (6) months. The existence of a disability\nshall be determined by the Committee, and shall be based upon such medical and\nother evidence as the Committee deems appropriate; provided, however, that a\nParticipant shall be considered to be disabled if he or she is totally and\npermanently disabled within the meaning of Code section 22(e)(3).\n\n         6.3 Competition. Notwithstanding Section 6.1 above, if a Participant\nceases to be a Director and becomes a proprietor, officer, partner or employee\nof, or otherwise becomes affiliated with, any business that is in competition\nwith the Company or any of its subsidiaries, or becomes employed by a\ngovernmental agency having jurisdiction over the activities of the Company or\nany of its subsidiaries, as determined by the Committee in its sole discretion,\nthen such Participant's undistributed Account balances shall be distributed to\nhim or her in a cash lump sum on, or as soon as administratively practicable\nafter, the date on which he or she ceases to be a Director.\n\n         6.4 Change of Control. (a) Notwithstanding Section 6.1 above, upon a\n\"Change of Control,\" as defined in subsection 6.4(b) below, the Participant's\nundistributed Account balances shall be funded into a trust or distributed to\nthe Participant in a lump sum within thirty days after such Change of Control.\n\n         (b) For purposes of this Section 6.4, a \"Change of Control\" shall be\ndeemed to have occurred if either (i) any individual, entity, or group (within\nthe meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), other than\nAnschutz Company, The Anschutz Corporation, any entity or organization\ncontrolled by Philip F. Anschutz (collectively, the \"Anschutz Entities\") or a\ntrustee or other fiduciary holding securities under an employee benefit plan of\nthe Company, acquires beneficial ownership (within the meaning of Rule 13d-3\npromulgated under the 1934 Act) of fifty percent (50%) or more of either (A) the\nthen-outstanding shares of Stock (\"Outstanding Shares\") or (B) the combined\nvoting power of the then-outstanding voting securities of the Company \n\n\n\n                                       5\n   7\n\n\nentitled to vote generally in the election of directors (\"Voting Power\") or (ii)\nat any time during any period of three consecutive years (not including any\nperiod prior to the Effective Date), individuals who at the beginning of such\nperiod constitute the Board (and any new director whose election by the Board or\nwhose nomination for election by the Company's stockholders was approved by a\nvote of at least two-thirds of the directors then still in office who either\nwere directors at the beginning of such period or whose election or nomination\nfor election was previously so approved) cease for any reason to constitute a\nmajority thereof.\n\n         6.5 Unforeseeable Emergency. Any Participant, who the Committee\ndetermines has experienced (or would experience, if a withdrawal were not\npermitted) an Unforeseeable Emergency, shall be entitled to withdraw such amount\nfrom his or her Accounts as reasonably is needed to satisfy the emergency need.\nA Participant shall be required to submit a written request for such a\nwithdrawal, together with such supporting documentation as the Committee may\nrequire, to the Committee for review and approval. Such request may specify the\nAccount(s) from which the Participant wishes to make the withdrawal. If the\nrequest fails to do so, or if the balances in the specified Account(s) are\ninsufficient to cover such withdrawal, then any amounts for which no designation\nhas been made (or which are in excess of the designated balances) shall be\nwithdrawn from the Participant's Accounts, from oldest to newest, until the\nwithdrawal amount is satisfied. Upon the approval of a Participant's request for\nsuch a withdrawal, the Participant's deferrals under the Plan shall be suspended\nand the Participant shall be precluded from making further deferrals under the\nPlan until the first day of the following calendar year. A distribution under\nthis Section 6.5 shall occur as soon as administratively practicable after the\nCommittee approves the Participant's request. Notwithstanding the foregoing,\ndistribution under this Section 6.5 may not be made to the extent that the\nhardship is or may be relieved through reimbursement or compensation by\ninsurance or otherwise, by liquidation of the Participant's assets (to the\nextent the liquidation would not itself cause severe financial hardship) or by\ncessation of deferrals under the Plan.\n\n         6.6 Other In-Service Distributions. A Participant shall be entitled to\nwithdraw all or any portion of his or her undistributed Account balances under\nthe Plan at any time; provided, however, that there shall be deducted from any\nsuch withdrawal and forfeited to the Company an amount equal to ten percent of\nthe amount withdrawn. A Participant shall be required to submit a written\nrequest for any such in-service withdrawal to the Administrator for review and\napproval. Such request may specify the Account(s) from which the Participant\nwishes to make the withdrawal. If the request fails to do so, or if the balances\nin the specified Account(s) are insufficient to cover such withdrawal, then any\namounts for which no designation has been made (or which are in excess of the\ndesignated balances) shall be withdrawn from the Participant's Accounts, from\noldest to newest, until the withdrawal amount is satisfied. Upon the approval of\nthe Participant's request for such a withdrawal, the Participant's deferrals\nunder the Plan shall be suspended and the Participant shall be precluded from\nmaking further deferrals under the Plan until the first day of the second\ncalendar year beginning after the calendar year in which the withdrawal occurs.\nA distribution under this Section 6.6 shall occur as soon as administratively\npracticable after the Administrator approves the Participant's request.\n\n         6.7 Payment of Benefits Following Death. (a) Upon the death of a\nParticipant, any undistributed balances in the Participant's Accounts shall be\ndistributed or commence to be distributed to the Participant's Beneficiary(ies)\nas soon as administratively practicable in the form specified by the\nParticipant. A Participant shall designate a Beneficiary(ies) and the form(s) in\nwhich his or her undistributed Account balances shall be distributed to such\nBeneficiary(ies) on \n\n\n\n\n                                       6\n   8\n\n\nsuch form (filed with the Company) as the Administrator shall prescribe. The\nParticipant may change a Beneficiary designation at any time by filing a new\nBeneficiary designation with the Company. Any such change shall be effective\nonly if the Participant is alive at the time the Company receives such change.\nThe most recent Beneficiary designation on file with the Company shall be\ncontrolling.\n\n         (b) The forms of distribution that may be designated by a Participant \npursuant to this Section 6.7 are as follows:\n\n         (i)  For any Accounts with respect to which distributions have\n              commenced prior to the Participant's death, the Participant\n              may specify either that the form(s) in which such Accounts are\n              being distributed to him or her at the time of death shall\n              continue with respect to his or her Beneficiary(ies) or that\n              any undistributed Account balances shall be accelerated and\n              distributed to such Beneficiary(ies) in a cash lump sum.\n\n         (ii) For any Accounts with respect to which distributions have not\n              commenced prior to the Participant's death, the Participant\n              may specify that the balances in such Accounts shall be\n              distributed either in a cash lump sum or in such other form of\n              distribution as the Administrator may approve.\n\nIf a Participant fails to specify in his or her Beneficiary designation the\nform(s) in which his or her undistributed Account balances are to be distributed\nupon his or her death, then such Account balances shall be distributed to the\nParticipant's Beneficiary(ies) in a cash lump sum.\n\n         6.8 Distribution in Event of Taxation. Notwithstanding any provision in\nthe Plan to the contrary, if the Internal Revenue Service or a court determines\nthat any amounts credited to a Participant's Accounts under the Plan are\ncurrently taxable under the Code, the Committee may, in its discretion, cause\nsuch taxable amounts to be distributed to the Participant during the year in\nwhich such amounts are taxable or during any subsequent year.\n\n\n                                   ARTICLE VII\n\n                                 ADMINISTRATION\n\n         7.1 Plan Administration. (a) The Administrator shall have and exercise\nall discretionary and other authority to control and manage the operation and\nadministration of the Plan, except such authority as is specifically allocated\notherwise by or under the terms hereof, and shall have the power to take any\naction necessary or appropriate to carry out such responsibilities. Without\nlimiting the foregoing, and in addition to the authority and duties specified\nelsewhere herein, the Administrator shall have the discretionary authority to\nconstrue, interpret and apply the terms and provisions of the Plan; to prescribe\nsuch rules and regulations, and issue such directives, as it deems necessary or\nappropriate for the administration of the Plan; and to make all other\ndeterminations and decisions as it deems necessary or appropriate for the\nadministration of the Plan. The Administrator may correct any defect or supply\nany omission or reconcile any inconsistency in the Plan in the manner and to the\nextent it deems expedient. Decisions of the Administrator shall be final and\nbinding upon the Participants, and their legal representatives and\nbeneficiaries.\n\n\n                                       7\n   9\n\n\n         (b) No Director may decide, determine or act on any matter that affects\nthe distribution, nature or method of settlement of solely his or her Accounts\nunder the Plan, except in exercising an election available to that Director in\nhis or her capacity as a Participant.\n\n         7.2 Claims Procedure. A Participant or Beneficiary, as applicable,\nshall file any claim for payments under the Plan with the Administrator, which\nshall consider such claim and notify the claimant of its decision with respect\nthereto within ninety (90) days (or within such longer period, not to exceed one\nhundred eighty (180) days, as the Administrator determines is necessary to\nreview the claim; provided that the Administrator notifies the claimant of the\nextension within the original ninety (90) day period). If the claim is denied,\nin whole or in part, the claimant may appeal such denial to the Committee,\nprovided he or she does so within sixty (60) days of receiving the\nAdministrator's determination. The Committee shall consider the appeal and\nnotify the claimant of its decision with respect thereto within sixty (60) days\n(or within such longer period, not to exceed one hundred twenty (120) days, as\nthe Committee determines is necessary to review the appeal; provided that the\nCommittee notifies the claimant of the extension within the original sixty (60)\nday period). The Committee's decision upon any appeal shall be final and binding\non all parties.\n\n         7.3 Expenses. All expenses and costs incurred in connection with the \nadministration and operation of the Plan shall be borne by the Company.\n\n                                  ARTICLE VIII\n\n                     AMENDMENT, MODIFICATION AND TERMINATION\n\n         This Plan may be amended, modified or terminated at any time by the\nCommittee; provided, however, that no such amendment, modification or\ntermination may adversely affect the rights of any Participant, without his or\nher consent, to any benefit under the Plan to which he or she was entitled prior\nto the effective date (or, if later, the adoption date) of such amendment,\nmodification or termination. In the event of the termination of this Plan\npursuant to this Article VIII, a Participant's Accounts shall be distributed to\nthe Participant pursuant to Article VI above.\n\n                                   ARTICLE IX\n\n                                  MISCELLANEOUS\n\n         9.1 Unfunded Plan. The Plan shall be unfunded and all benefits under\nthe Plan shall be paid solely from the Company's general assets. The Plan\nconstitutes a mere promise by the Company to make benefit payments in the\nfuture. No Participant or Beneficiary shall have any preferred claim to the\namounts credited to a Participant's Accounts or to any assets of the Company on\naccount of a Participant's participation in the Plan prior to the time such\namounts are actually paid to the Participant or Beneficiary, and then only to\nthe extent of any such payment. Participants and Beneficiaries shall have the\nstatus of general unsecured creditors of the Company.\n\n         9.2 Withholding for Taxes and Other Deductions. The Company shall have\nthe right to deduct from any deferral to be made or any distribution or\nwithdrawal to be paid under the Plan \n\n\n\n                                       8\n   10\n\n\nany applicable taxes that it is required by law to withhold and any amounts owed\nby the Participant to the Company.\n\n         9.3 No Right to Directorship. Nothing contained in the Plan or in any\nDeferral Agreement executed by a Participant in connection herewith shall be\nconstrued to (a) confer upon any Director any right to continue as a Director,\n(b) restrict in any way any right the Company may have to terminate or change\nthe terms or conditions of any Director's directorship at any time, or (c)\nconfer upon any Director or any other person any claim or right to any\ndistribution under the Plan except in accordance with its terms.\n\n         9.4 Alienation Prohibited. Neither the Participant nor any Beneficiary\nshall have any right or ability to alienate, sell, transfer, assign, pledge or\nencumber, either voluntarily or involuntarily, any amount due or expected to\nbecome due under the Plan. Nor shall any such amounts be subject to garnishment,\nexecution, levy or other seizure by any creditor of a Participant or\nBeneficiary.\n\n         9.5 General Limitation of Liability. Subject to applicable law and the\nCertificate of Incorporation and Bylaws of the Company, as in effect from time\nto time, neither the Company, the Board, the Committee, the Administrator nor\nany other person shall be liable, either jointly or severally, for any act or\nfailure to act or for anything whatsoever in connection with the Plan, or the\nadministration thereof, except, and only to the extent of, liability imposed\nbecause of willful misconduct, gross negligence or bad faith. All benefit\npayments shall be made solely from the Company's general assets.\n\n         9.6 Applicable Law. The Plan shall be construed and its validity \ndetermined in accordance with the laws of the State of Colorado to the extent \nsuch laws are not preempted by federal law.\n\n         9.7 Successors and Assigns. The terms and conditions of the Plan, as\namended and in effect from time to time, shall be binding upon the Company's\nsuccessors and assigns, including without limitation any entity into which the\nCompany may be merged or with which the Company may be consolidated.\n\n\nDated:                        , 2000.\n      ------------------------\n\n                                QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n\n\n                                By:\n                                   ---------------------------------------------\n\n\n                                       9\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9542],"class_list":["post-38751","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38751","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38751"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38751"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38751"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38751"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}