Exhibit 10.3
September 12, 2003
VIA HAND DELIVERY
Xx. Xxxxx Xxxxx
AT&T Wireless
00000 Xxxxxxxxx 00xx Xxx
Xxxxxxx, XX 00000
RE: AMENDMENT TO OFFER LETTER
Dear Andre:
This letter amends the terms and conditions of the retirement provision of your
original offer letter dated May 16, 2001 (the "Offer Letter"), including a prior
amendment to that provision which was made via an agreement dated May 29, 2002
(the "Prior Amendment"). Your retirement provision as set forth in the Prior
Amendment consists of two distinct benefits - a special retirement payment and
the Executive Life Program Split Dollar Agreement (the "Split Dollar
Agreement"). For the reasons that you and I have discussed, the Split Dollar
Agreement will be replaced in its entirety by the benefits and in the manner
described below.
The Split Dollar Agreement will continue in force until March 16, 2004, at which
time it will terminate in accordance with Section 6 thereof. Notwithstanding any
provision of Section 6 to the contrary, you will assign the ownership of the
related insurance policy (The Travelers Life Insurance Company Policy Number
C0083C0101) to AT&T Wireless, including the total amount of the then current
cash surrender value under such policy. We will present to you the necessary
documentation to accomplish this assignment and any related transactions.
Effective no later than March 16, 2004, AT&T Wireless will purchase a joint and
survivor annuity from Metropolitan Insurance and Annuity Company
("Metropolitan"). This annuity will provide an annual benefit of $125,000
payable in monthly installments for your life, beginning on or about March 16,
2007, and a 100% survivor benefit for the life of your spouse at the time of
issue. The cost of this annuity will be paid in full by AT&T Wireless at the
time of purchase. At AT&T Wireless' discretion, the annuity may be issued by an
insurance company issuing products similar in terms to the annuity
described here, but only if the issuing company is of similar size and ratings
to those held by Metropolitan as of this date. As previously agreed, AT&T
Wireless will make three annual payments of $125,000 commencing on or about
March 16, 2004. In addition, to replace in general the death benefit that your
beneficiaries would have received under the Split Dollar Agreement, AT&T
Wireless will purchase a general account, second-to-die life insurance policy on
the lives of you and your current spouse that will be owned by you or your
designee, with a death benefit of $1,000,000. This policy will be paid in full
at the time of purchase assuming the current interest and expense rates as of
the date of this letter, and it is intended to stay in effect at least until the
insureds attain age 99. As you know, the purchase of this policy will require
medical underwriting for both you and your spouse.
AT&T Wireless will report all compensation and benefits related to this
amendment in accordance with all applicable laws and regulations. Any such
amounts, as a result of purchasing the annuity and second to die life insurance
policy, that are reported to the Internal Revenue Service as taxable income to
you will be grossed-up in accordance with our tax allowance policy then in
effect for executive imputed income.
Except as expressly provided herein, this amendment amends and supercedes all of
the provisions of the Prior Amendment (including, without limitation, the Split
Dollar Agreement) and, to the extent the Offer Letter is inconsistent with this
amendment, the Offer Letter.
Andre, we trust this amendment will be satisfactory to you. If you agree, please
sign in the space provided below and return the original to me, after retaining
a copy for your records.
Sincerely,
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Executive Vice President,
Human Resources
I accept and agree to the terms and conditions of the amendment described in
this letter, which I have read and understand.
/s/ Xxxxx Xxxxx September 29, 2003
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Xxxxx Xxxxx Date
