Common use of LTIP Clause in Contracts

LTIP. Subject to ECC approval, in the spring of 1998, you will be eligible for a standard grant of Stock Options, and you also will be eligible for a Performance Bonus Award for the 1998-2000 award cycle under the GTE Long-Term Incentive Plan ("LTIP"). You will not receive grants of Stock Options or Performance Bonus Awards under LTIP after the initial spring of 1998 grants. Your outstanding Stock Options will vest immediately upon your separation at the end of the Special Assignment Period (subject to applicable release requirements), and you will have until the earlier of: (i) five years from your date of separation or (ii) the expiration date of the Option to exercise those Stock Options ("Special Exercise Period"). The Special Assignment Period will be counted for prorating your existing Performance Bonus Awards. As such, your participation in LTIP Performance Bonus Cycles will be as follows: 1995-1997 (Full Participation), 1996-1998 Cycle (30/36 Participation), 1997-99 (18/36 Participation), and 1998-2000 (6/36 Participation). You will not receive any Performance Bonus Award in 1999 or thereafter. Achievement of targets, determination of the amount of Performance Bonus Awards, and determination of the number of shares covered by your grant of Stock Options will be established in the sole discretion of the ECC. Each Performance Bonus Award will be payable at the same time LTIP awards are payable to other LTIP participants. You will be eligible to defer, and thus receive a match pursuant to the EPP, only those of your LTIP Performance Bonus Awards payable while you are still employed by GTE (in this case, only the 1995-97 Performance Bonus Award). For purposes of this Letter Agreement, your 1998 Stock Option and Performance Bonus Award grants are collectively referred to as "LTIP Grants." Note that the ECC reserves the right not to make Stock Option or Performance Bonus Awards in 1998, and, if so, you will be treated in the same manner as other executives at your salary level.