Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) In light of Lumen Technologies, Inc.'s (the "Company") recent Chief
Executive Officer transition, and in support of certain ongoing strategic
initiatives and the Company's interest in ensuring the continued contributions
of certain members of our senior leadership team, on December 9, 2022, the Human
Resources and Compensation Committee (the "Committee") of the Company's Board of
Directors approved the grant of performance-based awards payable in cash (the
"Awards") for Shaun Andrews, the Company's Executive Vice President, Chief
Marketing Officer, and Stacey Goff, the Company's Executive Vice President,
General Counsel and Secretary (each an "Award Recipient" and collectively the
"Award Recipients").
Mr. Andrews's Award consists of $1,000,000 that shall vest in two equal
installments as follows: (a) 50% ($500,000) shall vest on April 1, 2023,
provided that as of such date certain strategic initiatives have been announced
by the Company; and (b) 50% ($500,000) shall vest on December 31, 2023.
Mr. Goff's Award consists of $1,125,000 that shall vest in full on April 1,
2024, provided that the Company's sale of its business conducted within Europe,
the Middle East and Africa to Colt Technology Services Group Limited (announced
on November 2, 2022) has been completed (or terminated) as of April 1, 2024. The
Awards are subject to the Award Recipients being continuously employed with the
Company as of the applicable vesting dates, and subject to other terms and
conditions, and the amounts will be paid upon vesting.
The foregoing summary of the Awards is qualified in its entirety by the full
text of a letter agreement to be provided to each of the Award Recipients
memorializing the terms of the Awards, copies of which we intend to file with
the Company's Annual report on Form 10-K for the twelve months ending
December 31, 2022.
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LUMEN TECHNOLOGIES, INC. 
