{"id":39998,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/growth-share-plan-qwest-holding-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"growth-share-plan-qwest-holding-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/growth-share-plan-qwest-holding-corp.html","title":{"rendered":"Growth Share Plan &#8211; Qwest Holding Corp."},"content":{"rendered":"<pre>================================================================================\n\n\n\n                           QWEST HOLDING CORPORATION\n\n                               GROWTH SHARE PLAN\n\n                    (As Amended Effective October 1, 1996)\n\n\n\n================================================================================\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n\n\n \n \n                                                                                                               Page\n                                                                                                               ----\n                                                                                                          \nSection 1 -  Introduction.........................................................................................1\n       1.1      Establishment.....................................................................................1\n       1.2      Purposes..........................................................................................1\n       1.3      General Plan Description..........................................................................1\n\nSection 2 - Definitions...........................................................................................1\n       2.1      Definitions.......................................................................................1\n       2.2      Gender and Number.................................................................................6\n\nSection 3 - Plan Administration...................................................................................6\n       3.1      Administration by the Board.......................................................................6\n       3.2      Adoption of Rules.................................................................................6\n\nSection 4 - Participation in the Plan.............................................................................6\n       4.1      Eligibility for Participation.....................................................................6\n       4.2      Plan Agreement....................................................................................7\n\nSection 5 - Performance Cycle.....................................................................................7\n       5.1      Determination of Performance Cycle................................................................7\n       5.2      Normal Performance Cycle..........................................................................7\n\nSection 6 - Growth Share Grants...................................................................................7\n       6.1      Grants............................................................................................7\n       6.2      Maximum Number of Growth Shares...................................................................7\n       6.3      Establishment of Individual Growth Share Accounts.................................................8\n\nSection 7 - Vesting of Growth Shares..............................................................................8\n       7.1      Normal Vesting Schedule...........................................................................8\n       7.2      Vesting in Other Circumstances....................................................................8\n       7.3      Termination for Cause.............................................................................8\n       7.4      Voluntary Termination of Employment...............................................................8\n\nSection 8 - Payments to Participants..............................................................................9\n       8.1      Value of Growth Shares............................................................................9\n       8.2      Payments to Participants - In General.............................................................9\n       8.3      Form of Payment...................................................................................9\n       8.4      Use of Common Stock for Payment..................................................................10\n       8.5      Exceptional Payments.............................................................................10\n\nSection 9 - Rights of Employees..................................................................................11\n\nSection 10 - Designation of Beneficiaries........................................................................11\n \n\n                                       i\n\n \n \n<font size=\"2\">                                                                                                            \nSection 11 - Changes in Accounting Rules.........................................................................11\n\nSection 12 - Other Employee Benefits.............................................................................12\n\nSection 13 - Plan Amendment, Modification and Termination........................................................12\n\nSection 14 - Setoff..............................................................................................12\n\nSection 15 - Plan Funding........................................................................................12\n\nSection 16 - Non-Assignability of Rights.........................................................................12\n\nSection 17 - Withholding Taxes...................................................................................13\n\nSection 18 - Requirements of Law.................................................................................13\n       18.1     Requirements of Law..............................................................................13\n       18.2     Governing Law....................................................................................13\n\nSection 19 - Severability........................................................................................13\n<\/font> \n\n                                      ii\n\n \n                           QWEST HOLDING CORPORATION\n                               GROWTH SHARE PLAN\n                    (As Amended Effective October 1, 1996)\n\n\n                                   Section 1\n                                 Introduction\n                                 ------------\n\n      1.1  Establishment.  Qwest Holding Corporation (as defined in subsection\n           -------------                                                      \n2.1(i), the 'Company') previously adopted the Qwest Holding Corporation Growth\nShare Plan (the 'Plan'). The Plan permits the grant of Growth Shares (as defined\nin subsection 2.1(n)) to certain key employees of the Company.  In accordance\nwith the powers reserved under Section 13 of the Plan, the Plan is hereby\namended and restated in its entirety in this document, effective as of October\n1, 1996.  The provisions of the Plan, as so amended and restated, shall apply to\nGrowth Shares granted under the Plan on and after October 1, 1996.  Growth\nShares granted under the provisions of the Plan prior to October 1, 1996 shall\ncontinue to be governed by the provisions of the Plan in effect at the time of\nthe grant of such Growth Shares unless otherwise agreed in writing by a\nParticipant and the Company.\n\n      1.2  Purposes.  The purposes of the Plan are to provide the key employees\n           --------                                                            \nselected for participation in the Plan with added incentives to continue in the\nservice of the Company and to create in such employees a more direct interest in\nthe future success of the operations of the Company by relating incentive\ncompensation to the achievement of long-term growth and financial performance.\nThe Plan is also designed to attract key employees and to retain and motivate\nparticipating employees by providing an opportunity for such employees to\nparticipate in the long-term growth, profitability and performance of the\nCompany, thus enhancing the value of the Company.\n\n      1.3  General Plan Description.  Participants in the Plan will receive\n           ------------------------                                        \nGrowth Shares (as defined herein) in the Company.  The Growth Shares will\nentitle the holders to a portion of the gain in economic value of the Company,\nif any, as described in Section 8.  Except as otherwise provided in Sections 8.3\nand 8.4, the Growth Shares will not, however, entitle the holders to acquire\nactual securities of the Company, nor shall the holders of the Growth Shares\nhave actual ownership rights, such as voting rights, in the Company.\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) 'Affiliated Corporation' means any corporation which is\n                ----------------------\naffiliated with the Company through stock ownership or otherwise and is treated\nas a common employer under the provisions of Sections 414(b) and (c) of the\nInternal Revenue Code.\n\n                                       1\n\n \n           (b) 'Agreement' or 'Plan Agreement' means the written agreement\n                ---------      --------------\nentered into between the Company and the Participant to carry out the provisions\nof the Plan with respect to the Participant and in accordance with the Plan's\nterms and conditions.\n\n           (c) 'Appraised Value' means the fair market value of the Company\n                ---------------\n(including its subsidiaries), which shall be the cash price that would be paid\nfor all of the outstanding equity securities of the Company by an arm's length\npurchaser, determined by appraisal in accordance with the following provisions.\nWhen Appraised Value is to be used to determine the Ending Company Value, the\nAppraised Value shall be initially determined by an independent investment\nbanking firm nationally recognized in the telecommunications industry selected\nby the Board (the 'First Appraisal'). For purposes of this subsection 2.1(c), an\ninvestment banking firm shall be considered to be 'independent' regardless of\nwhether the investment banking firm has previously been retained by the Company\nor by an Affiliated Corporation to provide investment banking or other financial\nservices. The Company shall furnish the investment banking firm, and any\nadditional investment banking firm engaged in accordance with the provisions of\nthis subsection 2.1(c), with access to all financial records of the Company\nreasonably necessary for purposes of conducting the appraisal. The costs and\nexpenses of the First Appraisal shall be borne by the Company. The First\nAppraisal shall be completed and delivered to the Board and all Participants\nwithin forty-five (45) days following the applicable Triggering Event. If any\nParticipant or group of Participants does not agree with the Appraised Value of\nthe Company as so determined, the Participant or Participants may engage an\nindependent investment banking firm nationally recognized in the\ntelecommunications industry to conduct a second appraisal of the Company (the\n'Second Appraisal'). The costs and expenses of the Second Appraisal shall be\nborne pro rata by the Participant or Participants who elect to have the Second\nAppraisal. The Participant or Participants desiring a Second Appraisal must\nnotify the Board, in writing, of their election within forty-five (45) days\nfollowing receipt of the First Appraisal by the Participants. Within twenty (20)\nbusiness days after the Board receives written notice from a Participant or\nParticipants requesting a Second Appraisal, the Board shall notify all\nParticipants in writing that a Second Appraisal has been requested and any other\nParticipants may, within twenty (20) business days following the receipt of\nnotice from the Board, elect to participate in the Second Appraisal by\ndelivering a written election to the Board. Any Participant who does not elect\nto conduct a Second Appraisal shall have the Appraised Value determined pursuant\nto the First Appraisal used to determine the Ending Company Value with respect\nto his or her Growth Shares. The Second Appraisal must be completed and\ndelivered to the Board and the Participants within forty-five (45) days\nfollowing the notification to the Board of an election by Participants to\nconduct the Second Appraisal. If the Second Appraisal produces an Appraised\nValue of the Company that is not more than 15 percent higher than the First\nAppraisal, the First Appraisal determination of Appraised Value shall be used\nfor purposes of determining the Ending Company Value. If the Second Appraisal\nproduces an Appraised Value for the Company that is more than 15 percent higher\nthan the First Appraisal, then a third appraiser that is an independent\ninvestment banking firm nationally recognized in the telecommunications industry\nshall be selected by the first appraiser and the second appraiser to determine\nthe Appraised Value of the Company (the 'Third Appraisal'). The third appraiser\nshall be selected by the first appraiser and the second appraiser within ten\n(10) days after the completion of the Second Appraisal and shall complete the\nThird Appraisal and deliver it to the Board and the Participants within forty-\nfive (45) days following the date of its appointment. The Appraised Value that\nshall\n\n                                       2\n\n \nbe used to determine the Ending Company Value with respect to the Participants\nwho requested the Second Appraisal shall be the average of the two Appraised\nValues of the Company, as determined pursuant to the First Appraisal, the Second\nAppraisal and the Third Appraisal, that are closest in value. The costs and\nexpenses of the third appraiser shall be borne 50 percent by the Company and 50\npercent by the Participants, pro rata, who elected to have the Second Appraisal.\n\n     (d) 'Award' means the amount payable to the Participant in accordance with\n          -----                                                                \nthe terms and provisions of the Plan.\n\n     (e) 'Beginning Company Value' means such value as shall be specified by the\n          -----------------------                                               \nBoard for any grant of Growth Shares.  The Beginning Company Value with respect\nto a grant of Growth Shares shall be specified in the Plan Agreement with each\nEligible Employee.\n\n     (f) 'Board' means the Board of Directors of the Company.\n          -----                                              \n\n     (g) 'Cause' means willful misconduct, a willful failure to perform the\n          -----                                                            \nEligible Employee's duties, insubordination, theft, dishonesty, conviction of a\nfelony or any other willful conduct that is materially detrimental to the\nEligible Employee's performance of his or her duties or is materially\ndetrimental to the Company or an Affiliated Corporation or such other cause as\nthe Board in good faith reasonably determines provides cause for the discharge\nof an Eligible Employee.\n\n     (h) 'Change of Control' shall be deemed to have occurred if either (A) any\n          -----------------                                                    \nindividual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2)\nof the Securities Exchange Act of 1934, as amended (the 'Exchange Act')), other\nthan Anschutz Company, The Anschutz Corporation, or any entity or organization\ncontrolled by Philip F. Anschutz (collectively, the 'Anschutz Entities'),\nacquires beneficial ownership (within the meaning of Rule 13d-3 promulgated\nunder the Exchange Act) of twenty percent (20%) or more of either (i) the then-\noutstanding shares of common stock of the Company ('Outstanding Shares') or (ii)\nthe combined voting power of the then-outstanding voting securities of the\nCompany entitled to vote generally in the election of directors ('Voting Power')\nand such beneficial ownership (as so defined) by such individual, entity or\ngroup of twenty percent (20%) or more of the Outstanding Shares or the Voting\nPower, as the case may be, shall then exceed the beneficial ownership (as so\ndefined) by the Anschutz Entities of the Outstanding Shares or the Voting Power,\nrespectively, or (B) the Anschutz Entities no longer have beneficial ownership\n(as so defined) of twenty percent (20%) or more of either the Outstanding Shares\nor the Voting Power.\n\n     (i) 'Company' means Qwest Holding Corporation, a Colorado corporation, or\n          -------                                                             \nany company which is a successor thereto as a result of merger, consolidation,\nliquidation or other reorganization.\n\n     (j) 'Effective Date' means the effective date of the Plan, November 1,\n          --------------                                                   \n1993.\n\n     (k) [Intentionally omitted.]\n\n                                       3\n\n \n     (l) 'Eligible Employees' means those key employees (including, without\n          ------------------                                               \nlimitation, officers and directors who are also employees) of the Company or an\nAffiliated Corporation, together with non-employee members of the board of\ndirectors of the Company or an Affiliated Corporation, who are designated for\nparticipation in the Plan pursuant to Section 4.\n\n     (m) 'Ending Company Value' means the value of the Company used to determine\n          --------------------                                                  \nthe amount, if any, of an Award payable to a Participant, which will be\ndetermined based on the Triggering Event for the redemption of the Growth Shares\nin question, as follows:\n\n               (i)   If a Triggering Event is the end of the  Performance Cycle,\n     the Ending Company Value will be the Appraised Value of the Company at the\n     end of the Performance Cycle.\n\n               (ii)  If the Triggering Event is the  termination of the Plan\n     before the end of the Performance Cycle, the Ending Company Value will be\n     the Appraised Value as of the last day of the month coincident with or\n     immediately following the date as of which the termination of the Plan\n     occurs.\n\n               (iii) If the Triggering Event is a Change of Control of the\n     Company, the Ending Company Value will be the Appraised Value immediately\n     after the date of the Change of Control.\n\n          Notwithstanding the foregoing, if all classes of the Company's\noutstanding common equity securities are traded on an established securities\nmarket as of the time Ending Company Value is to be determined and the Company\nis subject to the reporting and disclosure requirements of the Exchange Act, the\nEnding Company Value will be determined by multiplying the per share Market\nValue of such outstanding equity securities on the date of the Triggering Event\nby the total number of such securities outstanding at the time of the Triggering\nEvent.\n\n     (n) 'Growth Share' means a unit of value as determined under the\n               ------------         \nprovisions of Section 8 of the Plan.\n\n     (o) 'Internal Revenue Code' means the Internal Revenue Code of 1986,\n               --------------------- \nas it may be amended from time to time.\n\n     (p) 'Market Value' means the average of the mean between the bid and\n               ------------                                                   \nthe asked prices of the Company's equity security(ies), or the closing price, as\napplicable, on the principal stock exchange, NASDAQ or other market on which\nsuch equity security is traded, over the 20 consecutive trading days ending on\nthe date specified by the relevant provision of the Plan as of which Market\nValue is to be determined.\n\n     (q) 'Measuring Period' means the time period between the date as of\n               ----------------                                              \nwhich Beginning Company Value is determined with respect to the grant of a\nGrowth Share to a Participant and the date as of which Ending Company Value is\ndetermined.\n\n                                       4\n\n \n          (r) 'Participant' means an Eligible Employee who has been selected for\n               -----------                                                      \nparticipation under the Plan pursuant to Section 4, who has executed a Plan\nAgreement and who has outstanding grants of Growth Shares under the Plan.\n\n          (s) 'Performance Cycle' means the period established by the Board at\n               -----------------                                              \nthe time of each grant of Growth Shares at the end of which Ending Company Value\nis determined (unless another Triggering Event has occurred prior to the end of\nthe Performance Cycle) for purposes of calculating the value of such Growth\nShares under the Plan.  The Performance Cycle with respect to each grant of\nGrowth Shares shall be determined by the Board at the time of grant and shall be\nspecified in the Plan Agreement with respect to such grant of Growth Shares.\n\n          (t) 'Permanent Disability' means any physical or mental condition\n               --------------------                                        \nwhich permanently prevents a Participant from performing the material duties of\nhis or her current employment.  If a Participant makes application for\ndisability benefits under the Company's long-term disability program, as now in\neffect or as hereafter amended, and qualifies for such benefits, the Participant\nshall be presumed to qualify as permanently disabled under this Plan.\n\n          (u) 'Plan' means the Qwest Holding Corporation Growth Share Plan as\n               ----                 \nset forth in this document.\n\n          (v) 'Retirement' means termination of employment with the Company and\n               ----------                                                      \nall Affiliated Corporations on or after reaching the normal retirement age of\nsixty-five.\n\n          (w) 'Termination Date' means the date of a Participant's severance\n               ----------------                                             \nfrom employment with the Company and all Affiliated Corporations for any reason,\nincluding but not limited to, death, Permanent Disability, Retirement,\nresignation, voluntary or involuntarily termination or otherwise.\n\n          (x) 'Triggering Event' means any event that triggers the redemption of\n               ----------------                                                 \nand payment for the Growth Shares and the determination of Ending Company Value,\nas follows:\n\n               (i)    end of the Performance Cycle;\n\n               (ii)   termination of the Plan; or\n\n               (iii)  Change of Control.\n\n          (y) 'Vested' or 'Vesting' means the portion of a Participant's Award\n               ------      -------                                            \npayable to the Participant in the case of termination of employment with the\nCompany and all Affiliated Corporations for reasons other than Cause as provided\nin Section 7.  A Participant shall be subject to separate Vesting with respect\nto each grant of Growth Shares under the Plan. A Participant shall forfeit any\nunvested Growth Shares on the date of termination of employment with the Company\nand all Affiliated Corporations and the Participant shall not become entitled to\npayment with respect to such forfeited Growth Shares as a result of any\nsubsequent Triggering Event, or otherwise.\n\n                                       5\n\n \n    2.2  Gender and Number.  Except when otherwise indicated by the context, the\n         -----------------                                                      \nmasculine gender shall also include the feminine gender, and the definition of\nany term herein in the singular shall also include the plural.\n\n\n                                   Section 3\n                              Plan Administration\n                              -------------------\n\n    3.1  Administration by the Board.  The Plan shall be administered by the\n         ---------------------------                                        \nBoard.  The Board shall have exclusive and final authority, without modifying or\nchanging the Plan, to interpret the Plan consistent with the intent of the Plan,\nto prescribe, amend, and rescind rules and regulations relating to the Plan, to\ndelegate such responsibilities or duties as are allowable under the Plan or by\nlaw and as it deems desirable, and if it so determines, to cause an audit of the\nPlan's operations to be conducted by an independent certified public accounting\nfirm selected by the Board, and to make all other determinations necessary or\nadvisable for the administration of the Plan.  In exercising its authority and\ndiscretion under the Plan, unless the context clearly provides otherwise, all\ndecisions of the Board shall be made in the sole and absolute discretion of the\nBoard.  If a Compensation Committee is established by the Board, the Board may,\nif it so determines, delegate all or any portion of its authority under the Plan\nto the Compensation Committee.\n\n    3.2  Adoption of Rules.  The Board may from time to time adopt such rules\n         -----------------                                                   \nand regulations for carrying out the purposes of the Plan as it may deem proper\nand in the best interests of the Company.  The Board may correct any defect,\nsupply any omission or reconcile any inconsistency in the Plan or in any\nagreement entered into hereunder in the manner and to the extent it shall deem\nexpedient and it shall be the sole and final judge of such expediency.  The\ndeterminations, interpretations and other actions of the Board pursuant to the\nprovisions of the Plan shall be binding and conclusive for all purposes and on\nall persons.\n\n\n                                   Section 4\n                           Participation in the Plan\n                           -------------------------\n\n    4.1  Eligibility for Participation.  The Board shall establish the criteria\n         -----------------------------                                         \nfor participation of Eligible Employees in the Plan, select the Participants,\ndetermine the number of Growth Shares to be granted to each Participant, and the\nprovisions applicable to such Growth Shares, which may include provisions in\naddition to or different than the provisions of the Plan.  The Board may\ndelegate the authority and responsibility to select Participants and determine\nthe number of Growth Shares to the Compensation Committee or to the Chairman of\nthe Board.   As a general matter, Plan participation shall be extended those\nEligible Employees of the Company and Affiliated Corporations who, in the\nopinion of the Board, have the opportunity to significantly impact the long-term\nfinancial success of the Company.  An Eligible Employee shall become a\nParticipant in the Plan upon designation as an Eligible Employee by the Board,\nand the execution by the Participant and the Company of a Plan Agreement.\n\n                                       6\n\n \n    4.2  Plan Agreement.  The Plan Agreement will specify the terms and\n         --------------                                                \nconditions of a grant of Growth Shares to a Participant, including the number of\nGrowth Shares granted, the date as of which Beginning Company Value shall be\ncalculated, and the amount of Beginning Company Value, for purposes of\ncalculating the value of the Growth Shares, the Performance Cycle associated\nwith the Growth Shares, the beginning date for the Measuring Period with respect\nto the Growth Shares, the Vesting arrangement that shall apply to the\nParticipant's Growth Shares, and any other provisions that shall apply to the\nParticipant's Growth Shares, which may include provisions in addition to or\ndifferent than the provisions of the Plan. The Plan Agreement must be signed by\nthe Participant and by an authorized officer of the Company (other than the\nParticipant).\n\n\n                                   Section 5\n                               Performance Cycle\n                               -----------------\n\n    5.1  Determination of Performance Cycle.  The Board shall determine at the\n         ----------------------------------                                   \ntime of each grant of Growth Shares hereunder when the Performance Cycle with\nrespect to the grant of such Growth Shares shall begin and end.\n\n    5.2  Normal Performance Cycle.  The normal Performance Cycle shall be a five\n         ------------------------                                               \n(5) year period, but the Board may specify shorter or longer Performance Cycles\nwith respect to any specific grant of Growth Shares.  The beginning and ending\nof the Performance Cycle will be specified for each grant of Growth Shares in\nthe Plan Agreement with each Participant.\n\n\n                                   Section 6\n                              Growth Share Grants\n                              -------------------\n\n    6.1  Grants.  Growth Shares shall be granted to a Participant based upon the\n         ------                                                                 \nBoard's assessment of the anticipated role and contribution of the Participant\nover the applicable Performance Cycle.  Growth Shares will ordinarily be granted\nto Participants only at the beginning of a Performance Cycle, provided, however,\nthat the Board in its sole discretion may grant additional Growth Shares with\nrespect to a Performance Cycle at any time during the Performance Cycle.  The\nBeginning Company Value of the Growth Shares as determined by the Board for each\ngrant will be specified in the Participant's Plan Agreement for purposes of\ncalculating the value of the Growth Shares.\n\n    6.2  Maximum Number of Growth Shares.  The total number of Growth Shares in\n         -------------------------------                                       \nthe Company is set at ten million.  The maximum number of Growth Shares\navailable for grant under the Plan is 850,000 or 8.5 percent of the total Growth\nShares.  The Board shall retain sole discretion to determine the total number of\nGrowth Shares to be granted at the beginning of any Performance Cycle and the\nnumber of Growth Shares to be awarded to any specific Participant. The Company\nanticipates that only a portion of the total Growth Shares allocated to the Plan\nwill be granted initially, so that a number of Growth Shares will be reserved\nfor grants to new Participants and for grants pursuant to new Performance\nCycles.  If a Growth Share has been redeemed and an Award made to a Participant\nin accordance with the provisions of Section 8, or\n\n                                       7\n\n \nif a Growth Share has been forfeited or canceled for any other reason, the\nGrowth Share shall again be available for grant under the Plan.\n\n    6.3  Establishment of Individual Growth Share Accounts.  The Company shall\n         -------------------------------------------------                    \nestablish, or shall cause to be established, individual accounts for each\nParticipant which will be unsecured and unfunded and will be maintained for each\ngrant of Growth Shares to a Participant under the Plan.  The account for each\nParticipant shall reflect the number of Growth Shares granted and held by such\nParticipant and the Beginning Company Value of each such Growth Share.\n\n\n                                   Section 7\n                            Vesting of Growth Shares\n                            ------------------------\n\n    7.1  Normal Vesting Schedule.  Growth Shares granted under the Plan shall\n         -----------------------                                             \nVest at the rate of 20 percent for each full year of employment with the Company\nor an Affiliated Corporation (or as specified in the Plan Agreement for a\nparticular Participant) completed after the effective date of the grant of the\nGrowth Shares unless the Board specifies a different Vesting arrangement with\nrespect to the grant of Growth Shares to a particular Participant.  The manner\nin which each Participant's Growth Shares shall Vest shall be set forth in the\nPlan Agreement with the Participant.  Different Vesting arrangements may apply\nwith respect to the grant of Growth Shares to different Participants.\n\n    7.2  Vesting in Other Circumstances.  Except as provided in Section 7.4, a\n         ------------------------------                                       \nParticipant shall become 100 percent Vested in all his or her Growth Shares in\nthe event of the Participant's death, Permanent Disability or Retirement.  A\nParticipant shall also become 100 percent Vested in all of his or her Growth\nShares upon the occurrence of a Triggering Event described in subsection\n2.1(x)(ii) or (iii).  The end of a Performance Cycle shall not cause any\nacceleration of Vesting for any Participant.\n\n    7.3  Termination for Cause.  If a Participant's employment is terminated for\n         ---------------------                                                  \nCause, he shall forfeit all of his or her Vested Growth Shares and shall not be\nentitled to any Award or payment under this Plan with respect to any Growth\nShares previously granted to such Participant.\n\n    7.4  Voluntary Termination of Employment.  Notwithstanding the foregoing\n         -----------------------------------                                \nprovisions of this Section 7, if a Participant voluntarily terminates his\nemployment with the Company and all Affiliated Corporations, twenty-five (25)\npercent of the Vested Growth Shares then held by the Participant shall be\nforfeited and the Participant shall not be entitled to any Award or payment\nunder this Plan with respect to any Growth Shares so forfeited.\n\n                                       8\n\n \n                                   Section 8\n                           Payments to Participants\n                           ------------------------\n\n          8.1  Value of Growth Shares.   The value of a Participant's Growth\n               ----------------------                                       \nShares will be calculated according to the following formula:  (A - B - C + D) \/\nE x F, as follows:  (A) Ending Company Value, less (B) Beginning Company Value,\nless (C) the amount of new capital contributions (either cash or the fair market\nvalue of assets at the date of contribution) or other additions to the capital\nof the Company, including but not limited to proceeds received by the Company\nfrom the issuance of stock or from the conversion of debt to equity, made over\nthe Measuring Period, together with an amount equal to 9% of the capital\ncontributions or additions to the capital of the Company made by the Anschutz\nEntities, compounded annually for the period beginning on the date of each such\ncapital contribution or other addition to the capital of the Company through the\nend of the Measuring Period, reduced appropriately for any returns of capital,\nplus (D) dividends paid on the common stock and any withdrawal of capital or\nredemptions of stock by the parent or shareholder(s) of the Company over the\nMeasuring Period, divided by (E) the total number of Growth Shares (ten\nmillion), and multiplied by (F) the number of Growth Shares granted to the\nParticipant for which value is being determined.  For purposes of clause (C)\nabove, a merger where the Company is the surviving entity shall be treated as\nthe acquisition of assets for Company stock.  The value of each Participant's\nGrowth Shares shall be determined as soon as practicable before or after the\napplicable Triggering Event, but in no event later than ninety (90) days after\nthe Triggering Event.\n\n          8.2  Payments to Participants - In General.  Except as otherwise\n               -------------------------------------                      \nprovided in this Section, a Participant in the Plan shall receive payment for\nhis or her Vested Growth Shares that are affected by the applicable Triggering\nEvent within thirty (30) days following the final determination of value\nreferenced in Section 8.1 above.  If a Participant is not 100% Vested at the\ntime of, or because of, a Triggering Event, the Participant shall receive\npayment for his or her Vested Growth Shares covered by such Triggering Event in\naccordance with the provisions of this Section 8.2 and shall receive payment\nwith respect to the unvested Growth Shares at such time as such Growth Shares\nbecome Vested in accordance with the provisions of the Plan.  If payment is made\nto a Participant who is still employed by the Company at a time when the\nParticipant is less than 100% Vested, an amount equal to 25% of the amount\notherwise payable to the Participant at such time shall be withheld by the\nCompany and shall be subject to forfeiture in accordance with the provisions of\nSection 7.4.  The amount of any payment that is delayed in accordance with the\nforegoing provisions shall be equal to the payment that would have been made to\nthe Participant if the Vested Growth Shares with respect to which the\nParticipant becomes entitled to payment had, in fact, been Vested at the time of\nthe Triggering Event and the delayed payment shall be made in the same medium\n(cash or common stock of the Company) used for the payment to Participants at\nthe time of the Triggering Event.  If a Participant does not become Vested with\nrespect to any Growth Shares that are unvested at the time of a Triggering\nEvent, the Participant shall not be entitled to any payment with respect to such\nGrowth Shares.\n\n          8.3   Form of Payment.  Except as provided below, payment shall be\n                ---------------                                             \nmade to the Participant either in a cash lump sum or in shares of the Company's\ncommon stock, as determined by the Board, subject to applicable withholding of\nincome tax and other amounts, no later than thirty (30) days after the final\ndetermination of the value of the Growth Shares.\n\n                                       9\n\n \nNotwithstanding the foregoing, if at the time of the Triggering Event the shares\nof the Company's common stock satisfy the requirements of Section 8.4(b),\npayment shall be made in shares of the Company's common stock with a Market\nValue as of the date of the Triggering Event equal to the value of the\nParticipant's Growth Shares determined under Section 8.1.  A participant who is\nnot 100% Vested at the time of a Triggering Event for which payment is made in\nshares of the Company's common stock shall receive payment for his Vested Growth\nShares, at the time specified in Section 8.2, of the same number of shares of\nthe Company's common stock that would have been issued to him at the time of the\nTriggering Event with respect to such number of Vested Growth Shares.\n\n          8.4  Use of Common Stock for Payment.  (a)  If the Board elects to\n               -------------------------------                              \nmake payment of amounts due under this Plan in shares of the Company's common\nstock at a time when such common stock is not actively traded on an established\nsecurities market and the Company is not subject to the reporting and disclosure\nrequirements of the Exchange Act, the Company will take such actions as it may\ndetermine to be necessary to comply with applicable federal and state securities\nlaws with respect to such participant.  If the shares of the Company's common\nstock to be received by a Participant hereunder may not be immediately sold by\nthe Participant because of restrictions imposed by federal or state securities\nlaws, the Board shall permit the Participant to elect to pay the applicable\nincome and other taxes required to be withheld by causing the Company to\nwithhold from the shares otherwise issuable to the Participant sufficient shares\nto satisfy the withholding obligation.  The value of the Company's common stock\nfor purposes of determining the number of shares of such common stock to be\nissued to Participants in payment for their Growth Shares for purposes of this\nSection 8.4(a) shall be determined by appraisal in accordance with the\nprovisions of Section 2.1(c) as of the last day of the Measuring Period.\n\n               (b) Shares of the Company's common stock shall be used in payment\nof amounts due under this Plan if such common stock is actively traded on an\nestablished securities market and the Company is subject to the reporting and\ndisclosure requirements of the Exchange Act. Prior to the issuance of shares of\nthe Company's common stock as payment hereunder, the Company shall file a\nregistration statement (on Form S-8 or other form selected by the Company) and\ntake such other actions as may be reasonably required to permit the Participants\nto sell immediately such shares. If the shares of the Company's common stock to\nbe received by a Participant hereunder may not be immediately sold by the\nParticipant because of restrictions imposed by federal or state securities laws,\nthe Board shall permit the Participant to elect to pay the applicable income and\nother taxes required to be withheld by causing the Company to withhold from the\nshares otherwise issuable to the Participant sufficient shares to satisfy the\nwithholding obligation.\n\n          8.5  Exceptional Payments.  Notwithstanding the foregoing provisions\n               --------------------                                           \nof this Section 8, the Board may cause any payments due hereunder to be made in\ntwo equal annual installments.  As provided in Section 8.2 above, the first such\npayment shall be made within thirty (30) days after the final determination of\nthe value of the Growth Shares payable to the Participant and the subsequent\nannual payment shall be made on the anniversary of such date, together with\ninterest thereon at the consolidated prime rate, as published in the Wall Street\nJournal, in effect on the date of the payment of the first annual installment,\nplus one percentage point.  Notwithstanding the foregoing, payment of amounts\nrequired as a result of a sale of the\n\n                                       10\n\n \nCompany (or its assets) that constitutes a Change of Control and a Triggering\nEvent shall be made immediately prior to the effective time of the applicable\nTriggering Event.  Such payment may be made by the Company or by the principal\nshareholder of the Company, as determined in the sole discretion of such\nshareholder.\n\n                                   Section 9\n                              Rights of Employees\n                              -------------------\n\n          Nothing contained in the Plan or in any Growth Share granted under the\nPlan shall confer upon any Participant any right with respect to the\ncontinuation of his or her employment by the Company or Affiliated Corporation,\nor interfere in any way with the right of the Company or Affiliated Corporation,\nsubject to the terms of any separate employment agreement to the contrary, at\nany time to terminate such employment or to increase or decrease the\ncompensation of the Participant.  Whether an authorized leave of absence, or\nabsence in military or government service, shall constitute a termination of\nemployment for any purpose of this Plan shall be determined by the Board,\nsubject to the requirements of applicable law, if any.\n\n\n                                  Section 10\n                         Designation of Beneficiaries\n                         ----------------------------\n\n          A Participant may designate a beneficiary or beneficiaries to receive\nall or part of the amounts earned by the Participant under the Plan in case of\ndeath.  A designation of beneficiary may be replaced by a new designation or may\nbe revoked by the Participant at any time.  A designation or revocation shall be\non a form to be provided by the Company for this purpose and shall be signed by\nthe Participant and delivered to the Company prior to the Participant's death.\nIn the case of the Participant's death, the amounts to be distributed to the\nParticipant under the Plan with respect to which a designation of beneficiary\nhas been made (to the extent it is valid and enforceable under applicable law)\nshall be distributed in accordance with the Plan to the designated beneficiary\nor beneficiaries.  The amount distributable to a Participant upon death and not\nsubject to a valid beneficiary designation shall be distributed to the\nParticipant's estate.  If there shall be any question as to the legal right of\nany beneficiary to receive a distribution under the Plan, the amount in question\nmay be paid to the estate of the Participant, in which event the Company shall\nhave no further liability with respect to such amount.\n\n\n                                  Section 11\n                          Changes in Accounting Rules\n                          ---------------------------\n\n          Notwithstanding any other provision of the Plan to the contrary, if,\nduring the term of the Plan, any changes in the financial or tax accounting\nrules applicable to Growth Shares shall occur which, in the sole judgment of the\nBoard, may have a material adverse effect on the reported earnings, assets or\nliabilities of the Company, the Board shall have the right and power to modify\nas necessary any then outstanding Growth Shares, provided, however, that no such\nmodification shall in any manner adversely affect any Growth Shares theretofore\ngranted under the Plan without the consent of the Participant holding such\nGrowth Shares.\n\n                                       11\n\n \n                                  Section 12\n                            Other Employee Benefits\n                            -----------------------\n\n          The amount of any compensation deemed to be received by a Participant\nas a result of the receipt of Growth Shares or cash payments for such Growth\nShares shall not constitute 'earnings' with respect to which any other employee\nbenefits of such employee are determined, including without limitation benefits\nunder any pension, profit sharing, 401(k), life insurance or salary continuation\nplan.\n\n\n                                  Section 13\n                 Plan Amendment, Modification and Termination\n                 --------------------------------------------\n\n          The Board may at any time terminate, and from time to time may amend\nor modify the Plan.  The Plan shall terminate upon the sale of all or\nsubstantially all of the assets of the Company, a distribution of all or\nsubstantially all of the assets of the Company to its shareholders, or the\nmerger or reorganization of the Company if the Company is not the surviving\nentity.  Upon termination of the Plan, no further Growth Shares shall be issued,\nbut the provisions of the Plan shall remain applicable to all Growth Shares then\noutstanding at the time of Plan termination.  No amendment, modification or\ntermination of the Plan shall in any manner adversely affect any Growth Shares\ntheretofore granted under the Plan, without the consent of the Participant\nholding such Growth Shares.\n\n\n                                  Section 14\n                                    Setoff\n                                    ------\n\n          All or part of any amount otherwise due and payable to a Participant\nunder the Plan may be setoff or applied by the Company against any liability or\nreimbursement then due and payable by the Participant to the Company.\n\n                                  Section 15\n                                 Plan Funding\n                                 ------------\n\n          Obligations to Participants under the Plan will not be funded,\ntrusteed, insured or secured in any manner.  The Participants under the Plan\nshall have no security interest in any assets of the Company, shall have no\ninterest or right as a shareholder in the Company and shall be only general\ncreditors of the Company.\n\n\n                                  Section 16\n                          Non-Assignability of Rights\n                          ---------------------------\n\n          Except as provided in the Plan, no grant, right, benefit or account of\na Participant under this Plan shall be subject to anticipation, alienation,\nsale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate,\nalienate, sell, assign, pledge, encumber, or charge the same\n\n                                       12\n\n \nshall be void.  No right or benefit under the Plan shall in any manner be liable\nfor or subject to the debts, contracts, liabilities, or torts of the person\nentitled to such benefits except as expressly provided herein.  If any\nParticipant should become bankrupt or attempt to anticipate, alienate, sell,\nassign, pledge, encumber, or charge any right or benefit hereunder, then such\nright or benefit shall, in the discretion of the Company, cease, and in such\nevent, the Company may hold or apply the Participant's Growth Shares or any part\nthereof for the benefit of the Participant or the Participant's spouse,\nchildren, or other dependents, or any of them in such manner and in such\nproportions as the Board shall deem proper.\n\n\n                                  Section 17\n                               Withholding Taxes\n                               -----------------\n\n          The Company shall have the right to deduct from all amounts payable to\na Participant any taxes or other impositions required by law to be withheld upon\nsuch payment.\n\n\n                                  Section 18\n                              Requirements of Law\n                              -------------------\n\n          18.1  Requirements of Law.  The issuance of Growth Shares and the\n                -------------------                                        \npayment of cash pursuant to the Plan shall be subject to all applicable laws,\nrules and regulations.\n\n          18.2  Governing Law.  The Plan and all agreements hereunder shall be\n                -------------                                                 \nconstrued in accordance with and governed by the laws of the State of Colorado.\n\n                                  Section 19\n                                 Severability\n                                 ------------\n\n          In the event that any provision of the Plan is held invalid, void or\nunenforceable, the same shall not affect, in any respect whatsoever, the\nvalidity of any other provision of the Plan.\n\n\n                                         QWEST HOLDING CORPORATION\nATTEST:\n\n\n______________________________           By:____________________________________\n\n\nDated: ________________________\n\n                                       13\n\n \n                           QWEST HOLDING CORPORATION\n\n                          GROWTH SHARE PLAN AGREEMENT\n\n\n          THIS AGREEMENT is made and entered into as of _________________,\n19___, by and between Qwest Holding Corporation  (the 'Company') and\n___________________________ (the 'Participant').\n\n          WHEREAS, the Company has adopted the Qwest Holding Corporation Growth\nShare Plan as amended effective October 1, 1996 (the 'Plan'), and\n\n          WHEREAS, the Plan requires that an Agreement be entered into between\nthe Company and the Participant setting out certain terms and benefits of the\nPlan as they apply to the Participant;\n\n          NOW, THEREFORE, the Company and the Participant hereby agree as\nfollows:\n\n          1.  The Plan is hereby incorporated into and made a part of this\nAgreement as though set forth in full herein.  Capitalized terms that are used\nherein shall have the meanings assigned to such terms by the Plan, unless\nanother definition is specified in this Agreement.  The parties shall be bound\nby, and have the benefit of, each and every provision of the Plan, including but\nnot limited to the provisions relating to amendment and termination of the Plan\nwhich are set forth in the Plan.\n\n          2.  The beginning of the Performance Cycle for Growth Shares granted\nunder this Agreement will be ______________________.\n\n          3.  The end of the Performance Cycle for Growth Shares granted under\nthis Agreement will be ____________________.\n\n          4.  The Participant is hereby granted _____________ Growth Shares\nunder this Agreement.\n\n          5.  The Beginning Company Value for the purpose of determining the\nvalue of the grant is [$____________].\n\n          6.  The Measuring Period with respect to the Growth Shares granted\nunder this Agreement will begin on _________________.\n\n          7.  Growth Shares granted under this Agreement will vest according to\nthe following schedule:\n\n                                       14\n\n \n      Period of Time Since\n       [Effective Date of\n         Grant] (Years)      Annual Vesting  Cumulative Vesting\n     ----------------------  --------------  ------------------\n\n\n\n\n\n\n\n       8.  This Agreement shall inure to the benefit of, and be binding upon,\nthe Company, its successors and assigns, and the Participant and his\nBeneficiaries.\n\n       9.  This Agreement may be modified or amended only by means of a written\ninstrument executed by the parties hereto.\n\n       IN WITNESS WHEREOF, the parties hereto have entered into this Agreement\non the date first above written.\n\n                                              QWEST HOLDING CORPORATION\n\n\n                                              By:_____________________________\n\n\n                                              PARTICIPANT\n\n\n                                              ________________________________\n\n                                       15\n\n \n                    DESIGNATION OF BENEFICIARY FOR PAYMENTS\n                      DUE UNDER QWEST HOLDING CORPORATION\n                               GROWTH SHARE PLAN\n\n  The undersigned is a Participant in the Qwest Holding Corporation Growth Share\nPlan as amended effective October 1, 1996 (the 'Plan') established by Qwest\nHolding Corporation (the 'Company').\n\n  Pursuant to Section 10 of the Plan, the undersigned hereby designates the\nfollowing persons or entities as primary and secondary beneficiaries and primary\nand secondary appointees as my legal representative of any amount due to me\nunder the Plan with respect to the grant of Growth Shares effective as of\n_________________ and payable by reason of my death or disability, respectively:\n\n \n \n\n                                     DEATH\n                                     -----\nPrimary Beneficiary:\n--------------------\n                                                       \n \n         Name:                       Address:                Relationship:\n \n-------------------------------    ------------------        -------------------\n \n                                   ------------------                           \n\nSecondary (Contingent) Beneficiary:\n-----------------------------------\n \n         Name:                       Address:                Relationship:\n \n-------------------------------    ------------------        -------------------\n \n                                   ------------------                           \n\n \n                                   DISABILITY\n                                   ----------\n\nPrimary Appointee:\n-----------------\n                                                       \n \n         Name:                       Address:                Relationship:\n \n-------------------------------    ------------------        -------------------\n \n                                   ------------------                           \n\n \nSecondary (Contingent) Appointee:\n-----------------------------------\n \n         Name:                       Address:                Relationship:\n \n-------------------------------    ------------------        -------------------\n \n                                   ------------------                           \n \n\n                                       16\n\n \nTHE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY OR APPOINTEE DESIGNATION IS HEREBY\nRESERVED.  ALL PRIOR DESIGNATIONS (IF ANY) OF BENEFICIARIES AND APPOINTEES, OF\nANY KIND, ARE HEREBY REVOKED.\n\n          The Company shall pay all sums payable under the Plan by reason of my\ndeath to the Primary Beneficiary, if he or she survives me, and if no Primary\nBeneficiary shall survive me, then to the Secondary Beneficiary, and if no named\nbeneficiary survives me, then the Company shall pay all amounts in accordance\nwith Section 10 of the Plan.  In the event that a named beneficiary survives me\nand dies prior to receiving the entire amount payable under the Plan, then and\nin that event, the remaining unpaid amount, payable according to the terms of\nthe Plan, shall be payable to the personal representative of the estate of said\ndeceased beneficiary, who survives me, but dies prior to receiving the total\namount due under the Plan.  This same payment scheme shall apply to Primary and\nSecondary Appointees except that no amount payable under the Plan shall be paid\nto the estate of a Primary or Secondary Appointee.  Should the Secondary\nAppointee not survive me and not receive the full amount payable under the Plan,\nthen such remaining amount shall be payable to my guardian or conservator as\nappointed by a court of competent jurisdiction.\n\n          IN WITNESS WHEREOF, the undersigned has executed this document on the\nday and year hereinafter indicated, in the presence of the witnesses indicated\nbelow who each signed as witnesses in the presence of the undersigned and each\nother.\n\n\n                                              ----------------------------------\n                                                            Name\n\n\n                                              ----------------------------------\n                                                            Signature\n\n                                              ----------------------------------\n                                                            Date\nWITNESSES:\n\n\n------------------------------ \n           Name\n\n------------------------------ \n         Signature\n\n------------------------------ \n           Name\n\n------------------------------ \n         Signature\n\n\n\nNOTE:  In preparing this Designation of Beneficiary, you should consult with\n----   your attorney to determine the appropriate method of designation  \n       consistent with your personal estate plan.\n\n                                       17\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":[9539,9546],"class_list":["post-39998","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39998","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=39998"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39998"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39998"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39998"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}