0001193125-06-158292 Sample Contracts

EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENT
Equity Incentive Plan • August 1st, 2006 • Embarq CORP • Telephone communications (no radiotelephone)

This Award Agreement is governed by the laws of the State of Delaware without giving effect to the principles of the conflict of laws to the contrary. This Award Agreement may be modified only by written instrument signed by you and the Company; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided in the Plan. Neither this Award Agreement, nor the Award, may be transferred, sold, assigned, pledged or otherwise alienated or hypothecated by you in any way other than by will, or by the laws of descent and distribution. Except as specifically provided in this Award Agreement, this Award Agreement binds and will inure to the benefit of the heirs, legal representatives, successors and assigns of the Company and you.

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EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENT
Award Agreement • August 1st, 2006 • Embarq CORP • Telephone communications (no radiotelephone)

Subject to the Embarq Corporation 2006 Equity Incentive Plan (the “Plan”) and this Award Agreement, including Attachment A (the “Award Agreement”), and your Employment Agreement dated June 7, 2005, between you, the Company, and Embarq Management Company (the “Employment Agreement”), the Company is granting to you an award of Restricted Stock Units (“RSUs”) and Stock Options (“Options”) under the Plan (this “Award”). The number of RSUs, the number of Shares subject to Options, the Grant Date, the Regular Annual Grant Date, and the settlement/vesting dates for such RSUs and Options, respectively, are as follows:

EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENT
Award Agreement • August 1st, 2006 • Embarq CORP • Telephone communications (no radiotelephone)

Subject to the Embarq Corporation 2006 Equity Incentive Plan (the “Plan”) and this Award Agreement, including Attachment A (the “Award Agreement”), the Company is granting to you an award of Restricted Stock Units (“RSUs”) and Stock Options (“Options”) under the Plan (this “Award”). The number of RSUs, the number of Shares subject to Options, the Grant Date, the Regular Annual Grant Date, and the settlement/vesting dates for such RSUs and Options, respectively, are as follows:

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