{"id":39775,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-compensation-plan-for-non-employee-directors-qwest.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-compensation-plan-for-non-employee-directors-qwest","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/equity-compensation-plan-for-non-employee-directors-qwest.html","title":{"rendered":"Equity Compensation Plan for Non-Employee Directors &#8211; Qwest Communications International Inc."},"content":{"rendered":"<pre>================================================================================\n\n\n                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n\n                           EQUITY COMPENSATION PLAN\n                                      FOR\n                            NON-EMPLOYEE DIRECTORS\n\n\n\n                          EFFECTIVE DECEMBER 1, 1997\n\n\n================================================================================\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n                                                                            Page\n                                                                            ----\n\nSECTION 1 - INTRODUCTION...................................................   1\n   1.1     Establishment...................................................   1\n   1.2     Purposes........................................................   1\n \nSECTION 2 - DEFINITIONS....................................................   1\n   2.1     Definitions.....................................................   1\n   2.2     Gender and Number...............................................   2\n \nSECTION 3 - PLAN ADMINISTRATION............................................   2\n \nSECTION 4 - STOCK SUBJECT TO THE PLAN......................................   2\n   4.1     Number of Shares................................................   2\n   4.2     Other Shares of Stock...........................................   2\n   4.3     Adjustments for Stock Split, Stock Dividend, Etc. ..............   2\n   4.4     Other Changes in Stock..........................................   3\n   4.5     General Adjustment Rules........................................   3\n   4.6     Determination by the Committee, Etc. ...........................   3\n \nSECTION 5 - STOCK AWARDS...................................................   3\n   5.1     Elective Grant of Stock.........................................   3\n   5.2     Date of Grant, Number of Shares.................................   3\n   5.3     Award in the Event of Death.....................................   4\n \nSECTION 6 - RIGHTS OF DIRECTORS............................................   4\n   6.1     Retention as Director...........................................   4\n   6.2     Nontransferability..............................................   4\n \nSECTION 7 - GENERAL RESTRICTIONS...........................................   4\n   7.1     Compliance with Securities Laws.................................   4\n   7.2     Changes in Accounting Rules.....................................   4\n   7.3     Withholding of Tax..............................................   4\n \nSECTION 8 - PLAN AMENDMENT, MODIFICATION AND TERMINATION...................   5\n \nSECTION 9 - REQUIREMENTS OF LAW............................................   5\n   9.1     Requirements of Law.............................................   5\n   9.2     Federal Securities Law Requirements.............................   5\n   9.3     Governing Law...................................................   5\n \nSECTION 10 - DURATION OF THE PLAN..........................................   5\n\n                                       i\n\n \n                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n                           EQUITY COMPENSATION PLAN\n                                      FOR\n                            NON-EMPLOYEE DIRECTORS\n\n                          EFFECTIVE DECEMBER 1, 1997\n\n\n\n                                  SECTION 1\n                                 INTRODUCTION\n                                 ------------\n\n      1.1 Establishment.  Qwest Communications International Inc., a Delaware\n          -------------                                                      \ncorporation (the 'Company'), hereby establishes the Qwest Communications\nInternational Inc. Equity Compensation Plan for Non-Employee Directors (the\n'Plan') effective December 1, 1997, for those Directors (as defined herein) of\nthe Company who are neither officers nor employees of the Company and who are\nselected for participation in the Plan by the Board (as defined herein).\n\n      1.2 Purposes.  The purposes of the Plan are to encourage the Directors to\n          --------                                                             \nown shares of the Company's stock and thereby to align their interests more\nclosely with the interests of the other shareholders of the Company, to\nencourage the highest level of Director performance by providing the Directors\nwith a direct interest in the Company's attainment of its financial goals, and\nto provide a financial incentive that will help attract and retain the most\nqualified Directors.\n\n\n                                   SECTION 2\n                                  DEFINITIONS\n                                  -----------\n\n      2.1 Definitions.  The following terms shall have the meanings set forth\n          -----------                                                        \nbelow:\n\n          (a) 'Board' means the Board of Directors of the Company.\n               -----                                              \n\n          (b) 'Committee' means a committee consisting of members of the Board\n               ---------                                                      \nwho are empowered hereunder to take actions in the administration of the Plan.\nThe Committee shall be so constituted at all times as to permit the Plan to\ncomply with Rule 16b-3.  Members of the Committee shall be appointed from time\nto time by the Board, shall serve at the pleasure of the Board and may resign at\nany time upon written notice to the Board.  If the Board does not appoint a\nseparate committee to serve as the Committee hereunder, the full Board shall\nconstitute the Committee.\n\n          (c) 'Director' means a member of the Board who is neither an officer\n               --------                                                       \nnor an employee of the Company and who has been selected for participation in\nthis Plan by the Committee.   For purposes of the Plan, an employee is an\nindividual whose wages are subject to the withholding of federal income tax\nunder section 3401 of the Internal Revenue Code, and an officer is an individual\nelected or appointed by the Board or chosen in such other manner as may be\nprescribed in the bylaws of the Company to serve as such.\n\n \n          (d) 'Fair Market Value' means the average of the highest and lowest\n               -----------------                                             \nprices of the Stock as reported on the National Association of Securities\nDealers Automated Quotation System ('NASDAQ') on a particular date.  If there\nare no Stock transactions on such date, the Fair Market Value shall be\ndetermined as of the immediately preceding date on which there were Stock\ntransactions.  If the price of the Stock is not reported on NASDAQ, the Fair\nMarket Value of the Stock on the particular date shall be as determined by the\nCommittee using a reference comparable to the NASDAQ system.\n\n          (e) 'Internal Revenue Code' means the Internal Revenue Code of 1986,\n               ---------------------                                          \nas it may be amended from time to time.\n\n          (f) 'Stock Award' means an award of Stock granted to a Director\n               -----------                                               \npursuant to Section 6.\n\n          (g) 'Stock' means the $0.01 par value common stock of the Company.\n               -----                                                        \n\n      2.2 Gender and Number.  Except when otherwise indicated by the context,\n          -----------------                                                  \nthe masculine gender shall also include the feminine gender, and the definition\nof any term herein in the singular shall also include the plural.\n\n\n                                   SECTION 3\n                              PLAN ADMINISTRATION\n                              -------------------\n\n     The Committee shall be responsible for the administration of the Plan.  The\nCommittee shall select the Directors who will be eligible to receive Stock\nAwards.  The Committee, by majority action thereof, is authorized to interpret\nthe Plan, prescribe, amend and rescind rules and regulations relating to the\nPlan, provide for conditions and assurances deemed necessary or advisable to\nprotect the interests of the Company and make all other determinations necessary\nor advisable for the administration of the Plan, but only to the extent not\ncontrary to the express provisions of the Plan.  No member of the Committee\nshall be liable for any action or determination made in good faith.  The\ndeterminations, interpretations and other actions of the Committee pursuant to\nthe provisions of the Plan shall be binding and conclusive for all purposes and\non all persons.\n\n\n                                   SECTION 4\n                           STOCK SUBJECT TO THE PLAN\n                           -------------------------\n\n      4.1 Number of Shares.  Twenty-five thousand (25,000) shares of Stock are\n          ----------------                                                    \nauthorized for issuance under the Plan in accordance with the provisions of the\nPlan and subject to such restrictions or other provisions as the Committee may\nfrom time to time deem necessary.  This authorization may be increased from time\nto time by approval of the Board and by the shareholders of the Company if, in\nthe opinion of counsel for the Company, such shareholder approval is required.\nShares of Stock which are issued as Stock Awards shall be applied to reduce the\nmaximum number of shares of Stock remaining available for use under the Plan.\nThe Company shall at all times during the term of the Plan retain as authorized\nand unissued Stock at least the number of shares from time to time required\nunder the provisions of the Plan, or otherwise assure itself of its ability to\nperform its obligations hereunder.\n\n                                       2\n\n \n      4.2 Other Shares of Stock.  Any shares of Stock that  for any other reason\n          ---------------------                                                 \nare not issued to a Director shall automatically become available for use under\nthe Plan.\n\n      4.3 Adjustments for Stock Split, Stock Dividend, Etc.  If the Company\n          ------------------------------------------------                 \nshall at any time increase or decrease the number of its outstanding shares of\nStock or change in any way the rights and privileges of such shares by means of\nthe payment of a stock dividend or any other distribution upon such shares\npayable in Stock, or through a stock split, subdivision, consolidation,\ncombination, reclassification or recapitalization involving the Stock, then in\nrelation to the Stock that is affected by one or more of the above events, the\nnumbers, rights and privileges of the following shall be increased, decreased or\nchanged in like manner as if they had been issued and outstanding, fully paid\nand nonassessable at the time of such occurrence:  (i) the shares of Stock as to\nwhich  Stock Awards may be granted under the Plan; and (ii) the shares of the\nStock then included in each outstanding Stock Award granted hereunder.\n\n      4.4 Other Changes in Stock.  In the event there shall be any change, other\n          ----------------------                                                \nthan as specified in Section 4.3, in the number or kind of outstanding shares of\nStock or of any stock or other securities into which the Stock shall be changed\nor for which it shall have been exchanged, and if the Committee shall in its\ndiscretion determine that such change equitably requires an adjustment in the\nnumber or kind of shares subject to outstanding Stock Awards or which have been\nreserved for issuance pursuant to the Plan but are not then subject to a Stock\nAward, then such adjustments shall be made by the Committee and shall be\neffective for all purposes of the Plan and on each outstanding Stock Award that\ninvolves the particular type of stock for which a change was effected.\n\n      4.5 General Adjustment Rules.  No adjustment or substitution provided for\n          ------------------------                                             \nin this Section 4 shall require the Company to issue a fractional share of\nStock, and the total substitution or adjustment with respect to each Stock Award\nshall be limited by deleting any fractional share. In the case of any such\nsubstitution or adjustment appropriate adjustments shall be made to Stock Awards\nto reflect any such substitution or adjustment.\n\n      4.6 Determination by the Committee, Etc.  Adjustments under this Section 4\n          -----------------------------------                                   \nshall be made by the Committee, whose determinations with regard thereto shall\nbe final and binding upon all parties thereto.\n\n\n                                  SECTION 5\n                                 STOCK AWARDS\n                                 ------------\n\n      5.1 Elective Grant of  Stock.  Each Director may make an election (the\n          ------------------------                                          \n'Quarterly Election') to receive any or all of the amount of annual director's\nfees and meeting fees payable with respect to a calendar quarter in the form of\na Stock Award (the 'Grant'). A Director may make an election pursuant to this\nSection with respect to each calendar quarter during his or her term as a\nDirector. The Quarterly Election must be in writing and must be delivered to the\nSecretary of the Company no later than the seventh day following the last day of\nthe last month of each calendar quarter, provided, however, that a Director may\nmake an election on or before January 7, 1998 with respect to all annual\ndirector's fees and meeting fees payable for 1997. Any Quarterly Election made\nby a Director pursuant to this Section 5.1 shall be irrevocable. If a Director\ndoes not make a Quarterly Election with respect to a calendar quarter, all\nannual director's fees and meeting\n\n                                       3\n\n \nfees attributable to such calendar quarter shall be paid to the Director in cash\nimmediately after the end of such calendar quarter.\n\n      5.2 Date of Grant, Number of Shares.  The Grant with respect to each\n          -------------------------------                                 \ncalendar quarter pursuant to Quarterly Elections made by Directors in accordance\nwith Section 5.1 shall occur as soon as practicable after the end of each\ncalendar quarter.  The total number of shares of Stock included in each Stock\nAward shall be determined by dividing the amount of the Director's annual fees\nand meeting fees with respect to a calendar quarter that is to be paid in Stock\nby the Fair Market Value of a share of Stock on the last business day of such\ncalendar quarter. In no event shall the Company be required to issue fractional\nshares.  Whenever under the terms of this Section 5 a fractional share of Stock\nwould otherwise be required to be issued, an amount in lieu thereof shall be\npaid in cash.\n\n      5.3  Award in the Event of Death.  If a Director has made a Quarterly\n           ---------------------------                                     \nElection to receive Stock and dies prior to the receipt of such Stock, the Stock\nshall be issued to the estate of the Director or to such person or persons who\nmay have been designated by the Director in a writing acceptable to the\nCommittee prior to the death of the Director.\n\n\n                                   SECTION 6\n                              RIGHTS OF DIRECTORS\n                              -------------------\n\n      6.1  Retention as Director.  Nothing contained in the Plan or in any Stock\n           ---------------------                                                \nAward granted under the Plan shall interfere with or limit in any way the right\nof the shareholders of the Company to remove any Director from the Board\npursuant to the bylaws of the Company, nor confer upon any Director any right to\ncontinue in the service of the Company.\n\n      6.2  Nontransferability.  No right or interest of any Director in a Stock\n           ------------------                                                  \nAward (prior to the issuance of Stock pursuant to a Director's Election),\ngranted pursuant to the Plan, shall be assignable or transferable during the\nlifetime of the Director, either voluntarily or involuntarily, or subjected to\nany lien, directly or indirectly, by operation of law, or otherwise, including\nexecution, levy, garnishment, attachment, pledge or bankruptcy.   If in the\nopinion of the Committee a person entitled to payments or to exercise rights\nwith respect to the Plan is disabled from caring for his affairs because of\nmental condition, physical condition or age, payment due such person may be made\nto, and such rights shall be exercised by, such person's guardian, conservator\nor other legal personal representative upon furnishing the Committee with\nevidence satisfactory to the Committee of such status.\n\n\n                                   SECTION 7\n                              GENERAL RESTRICTIONS\n                              --------------------\n\n\n      7.1  Compliance with Securities Laws.  Each Stock Award shall be subject\n           -------------------------------                                    \nto the requirement that, if at any time counsel to the Company shall determine\nthat the listing, registration or qualification of the shares subject to such\nStock Award upon any securities exchange or under any state or federal law, or\nthe consent or approval of any governmental or regulatory body, is necessary as\na condition of, or in connection with, the issuance of shares thereunder, such\nStock Award may not be granted in whole or in part unless such listing,\nregistration, qualification, consent \n\n                                       4\n\n \nor approval shall have been effected or obtained on conditions acceptable to the\nCommittee. Nothing herein shall be deemed to require the Company to apply for or\nto obtain such listing, registration or qualification.\n\n      7.2  Changes in Accounting Rules.  Notwithstanding any other provision of\n           ---------------------------                                         \nthe Plan to the contrary, if, during the term of the Plan, any changes in the\nfinancial or tax accounting rules applicable to Stock Awards shall occur which,\nin the sole judgment of the Committee, may have a material adverse effect on the\nreported earnings, assets or liabilities of the Company, the Committee shall\nhave the right and power to modify as necessary any then outstanding Stock\nAwards as to which the applicable restrictions have not been satisfied.\n\n      7.3  Withholding of Tax.  To the extent required by applicable law and\n           ------------------                                               \nregulation, each Director must arrange with the Company for the payment of any\nfederal, state or local income or other tax applicable to the Stock Award\ngranted hereunder before the Company shall be required to deliver to the\nDirector a certificate for such Stock.\n\n\n                                   SECTION 8\n                  PLAN AMENDMENT, MODIFICATION AND TERMINATION\n                  --------------------------------------------\n\n     The Board may at any time terminate, and from time to time may amend or\nmodify the Plan provided, however, that no amendment or modification may become\neffective without approval of the amendment or modification by the shareholders\nif shareholder approval is required to enable the Plan to satisfy any applicable\nstatutory or regulatory requirements, or if the Company, on the advice of\ncounsel, determines that shareholder approval is otherwise necessary or\ndesirable.\n\n     No amendment, modification or termination of the Plan shall in any manner\nadversely affect any Stock Awards theretofore granted under the Plan without the\nconsent of the Director holding such Stock Awards.\n\n\n                                   SECTION 9\n                              REQUIREMENTS OF LAW\n                              -------------------\n\n      9.1  Requirements of Law.  The issuance of stock and the payment of cash\n           -------------------                                                \npursuant to the Plan shall be subject to all applicable laws, rules and\nregulations.\n\n      9.2  Federal Securities Law Requirements.  Awards granted hereunder shall\n           -----------------------------------                                 \nbe subject to all conditions required under Rule 16b-3 to qualify the Stock\nAward for any exception from the provisions of Section 16(b) of the 1934 Act\navailable under that Rule.\n\n      9.3  Governing Law.  The Plan and all agreements hereunder shall be\n           -------------                                                 \nconstrued in accordance with and governed by the laws of the State of Delaware.\n\n                                       5\n\n \n                                   SECTION 10\n                              DURATION OF THE PLAN\n                              --------------------\n\n     The Plan shall terminate at such time as may be determined by the Board of\nDirectors, and no Stock Award shall be granted after such termination.\n\n\nDated: February 20, 1998\n\n\n                                   QWEST COMMUNICATIONS\nATTEST:                             INTERNATIONAL  INC.\n\n\n \/s\/                                   \/s\/\n_____________________________      By:__________________________________________\n\n\n                                       6\n\n\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":[9539,9543],"class_list":["post-39775","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39775","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=39775"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39775"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39775"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39775"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}