Exhibit 10.10
AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN
EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT AND TERMS AND CONDITIONS
(Capitalized terms not otherwise defined in this Agreement have the same
meanings as in the Plan.)
Pursuant to the AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN (the
"Plan"), a copy of which has been delivered to you, you have been granted an
award (the "Award") of restricted stock units (the "Restricted Stock Units").
Each Restricted Stock Unit, upon termination of the restrictions related thereto
and any elected or required deferral period related to the Award, will be
converted into one common share of AT&T Wireless Services, Inc. (a "Share"). The
Award is subject to the terms and conditions of the Plan, and to the additional
terms and conditions set forth in this Agreement.
NAME
Address Line 1 Social Security Number (US only) xxx-xx-xxxx
Address Line 2 Plan ID
Address Line 3
Address Xxxx 0
Xxxx, Xxxxx, Xxx
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AWARD DATE
NUMBER OF UNITS AWARDED
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AWARD VESTING DATES [date] [amount vested]
(date Award vests and
becomes nonforfeitable) [date] [amount vested]
[date] [amount vested]
The Restricted Stock Units will vest and become
nonforfeitable in accordance with this section.
The period beginning on the Award Date and ending
on the day prior to the date on which any
Restricted Stock Unit becomes nonforfeitable (the
"Vesting Date") is herein referred to as the
"Restriction Period" with respect to any
Restricted Stock Unit.
SHARES AVAILABLE ON All Shares will be rounded down to the nearest
VESTING DATES whole Share, and all rounded Shares will become
payable in the final period.
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TERMINATION AND Any Restricted Stock Units that have not vested
ACCELERATION PROVISIONS in accordance with the schedule listed above will
become vested and nonforfeitable upon
(a) your death,
(b) termination of your employment under an
AT&T Wireless approved disability plan (as
determined by the Committee in its sole
discretion), or
(c) your retirement upon attainment of age 55
and AT&T Wireless net credit service
requirements (as determined by the
Committee in its sole discretion) of 10
years.
CORPORATE TRANSACTION In the event of a Corporate Transaction in which
the Award is assumed or substituted for by a
successor company, the Award will become fully
vested and nonforfeitable if, within two years of
the Corporate Transaction, your employment is
terminated by the successor company without Cause
or if you terminate employment for Good Reason.
For purposes of this Agreement
"Cause" means
(a) Your conviction (including a plea of
guilty or nolo contendere) of a felony
involving theft or moral turpitude or
relating to the business of the successor
company, other than a felony predicated on
your vicarious liability. Vicarious
liability means, and means only, any
liability that is based on acts of the
successor company for which you are
charged solely as a result of your offices
with the successor company and in which
either (I) you were not directly involved
or did not have prior knowledge of such
actions or inactions or (ii) counsel had
advised that the action or inaction was
permissible.
(b) You engage in conduct that constitutes
willful gross negligence or willful gross
misconduct in carrying out your duties as
an employee of the successor company,
resulting, in either case, in material
economic harm to the successor company and
its subsidiaries and divisions.
"Good Reason" means any termination of your
employment, initiated by you, resulting from any
of the following events, without your express
written consent, that are not cured by the
successor company within 20 days of your giving
the successor company written notice thereof:
(a) A reduction in your base salary and target
annual incentive bonus percentage or the
failure of the successor company to
provide you with stock options, restricted
stock units and/or other equity incentive
awards available to AT&T Wireless
executives at a level comparable with your
position.
(b) The assignment to you of any duties
inconsistent with, or any substantial
alteration in, your status or
responsibilities (other than as a result
of your mental or physical incapacity) as
in effect immediately prior thereto.
(c) A change in your work location of more
than 50 miles from the work location as of
the Corporate Transaction.
(d) A change in your reporting relationship
that differs from the reporting
relationship you had prior to the
Corporate Transaction; provided, however,
that subject to your written consent, you
may be reassigned to an operating position
or status comparable to this position as
of the Corporate Transaction reporting to
a comparable officer.
(e) A diminution in title or a material
diminution in duties, authority or
responsibilities.
(f) A material breach of any provisions hereof
by the successor company.
You must notify the successor company within 60
days following knowledge of an event you believe
constitutes Good Reason, or such event will not
constitute Good Reason hereunder.
ALL OTHER TERMINATIONS Upon your termination of employment for any
reason other than as described above, whether
voluntary or involuntary, the Award will be
IMMEDIATELY CANCELLED TO THE EXTENT NOT THEN
VESTED AND NONFORFEITABLE.
PAYMENT OF VESTED UNITS Subject to any elected or required deferral
period related to the Award, AT&T Wireless,
within a reasonable period after the Restricted
Stock Units are vested, will deliver to you or
your legal representative a statement reflecting
ownership of Shares in the form of book entry or
certificates for the number of Shares with
respect to which the Restricted Stock Units are
vested. Neither you nor your legal representative
will be, or have any of the rights and privileges
of, a shareowner of AT&T Wireless in respect of
any Shares distributable upon vesting of the
Restricted Stock Units unless and until book
entry for such Shares has been made or
certificates have been issued.
TRANSFERS AND LEAVES Transfer to or from AT&T Wireless and any
Affiliate will not be considered a termination of
employment for purposes of this Agreement, nor
will it be considered a termination of employment
for purposes of this Agreement if you are placed
on a military leave or other approved leave of
absence, unless the Committee determines
otherwise.
DISCHARGE FOR CAUSE Upon your termination of employment for Cause,
the Award will be immediately cancelled.
COMPETITION The Award will be forfeited and cancelled if,
without the consent of AT&T Wireless, while
employed by or providing services to AT&T
Wireless or after termination of such employment
or services, you establish a relationship with a
competitor of AT&T Wireless or engage in activity
that is in conflict with or adverse to the
interest of AT&T Wireless, as determined in
accordance with AT&T Wireless noncompetition
requirements applicable to you.
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DIVIDENDS A cash payment in an amount equal to the dividend
payable on one Share will be made to you on the
record date for such dividend for each Restricted
Stock Unit held by you that has not been
forfeited, cancelled or converted to a Share and
distributed.
WITHHOLDING AT&T Wireless will have the right to deduct or
cause to be deducted from, or collect or cause to
be collected with respect to, any distribution
hereunder any federal, state or local taxes
required by law to be withheld or paid with
respect to such distribution, as may be
necessary, in AT&T Wireless, Inc.'s opinion, to
satisfy such obligations. You may elect to
satisfy such withholding tax obligations by
requesting that AT&T Wireless withhold Shares
otherwise deliverable upon any distribution
hereunder; provided, however, that the value of
such withheld Shares does not exceed the
employer's minimum required tax withholding rate.
TRANSFERABILITY At all times during the Restriction Period and
any deferral period, the Restricted Stock Units
awarded hereunder are nontransferable, and may
not be pledged, assigned or alienated in any way.
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BENEFICIARY You may, in accordance with procedures
established by the Committee, designate one or
more beneficiaries to receive all or part of any
distribution to be made hereunder in case of your
death, and you may change or revoke such
designation at any time. In the event of your
death, any distribution hereunder that is subject
to such a designation (to the extent such
designation is valid and enforceable under
applicable law) will be made to such beneficiary
or beneficiaries in accordance with this
Agreement. Any other distribution hereunder will
be made to your estate. If there is any question
as to the legal right of any beneficiary to
receive a distribution hereunder, the amount in
question may be paid to your estate, in which
event neither AT&T Wireless nor any Affiliate
will have any further liability to anyone with
respect to such amount.
EMPLOYMENT RIGHTS Neither the Plan nor the Award will be construed
as giving you the right to be retained in the
employ of AT&T Wireless or any Affiliate.
OTHER CORPORATE If AT&T Wireless determines, on advice of
PROVISIONS counsel, that the listing, registration or
qualification of the Shares on any securities
exchange or under any state or federal law, or
the consent or approval of any governmental or
regulatory agency or authority, is necessary or
desirable as a condition of or in connection with
a distribution hereunder, no portion of the Award
may be distributed until or unless such listing,
registration, qualification, consent or approval
has been effected or obtained.
Any determination or decisions made or actions
taken arising out of or in connection with the
interpretation and administration of this
Agreement and the Plan by the AT&T Wireless Board
or the Committee will be final and conclusive.
This Agreement may be amended by the AT&T
Wireless Board or the Committee provided that no
such amendment may impair your rights hereunder
without your consent.
The validity, construction and effect of this
Agreement will be determined in accordance with
the laws of the State of Washington, without
giving effect to principles of conflict of laws,
and applicable federal law.
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By your signature below, you agree that the Restricted Stock Units are granted
under and governed by the terms of this Agreement, the Plan and the AT&T
Wireless noncompetition requirements applicable to you. By your signature below,
you also acknowledge receipt of copies of the Plan and the plan summary.
ACCEPTED BY: AT&T WIRELESS SERVICES, INC.
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Employee Date
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