Exhibit 10aaa
BELLSOUTH CORPORATION STOCK PLAN
FORM OF RESTRICTED SHARES AWARD AGREEMENT
[used for 2000 awards]
BellSouth Corporation ("BellSouth") and _______________("Executive"),
in consideration of the mutual covenants set forth and for other good
and valuable consideration, receipt of which is hereby acknowledged,
and intending to be legally bound, hereby agree to the terms of this
Restricted Shares Award Agreement ("Agreement") effective as of
_________________ , 2000:
1. Award Grant. XxxxXxxxx, acting pursuant to action of its
Board of Directors and in accordance with the BellSouth Corporation
Stock Plan (the "Plan"), hereby grants to Executive, and Executive
hereby accepts, one hundred thousand (100,000) Restricted Shares of
BellSouth Corporation $1.00 par value common stock (the "Shares"),
effective as of the date above. This Award is subject to the terms and
conditions of this Agreement, to the further terms and conditions
applicable to Restricted Shares as set forth in the Plan and to
applicable terms and conditions regarding change in control in the
Executive Severance Agreement dated ________________ between BellSouth
and Executive (the "CIC Agreement").
2. Restriction Period.
(a) Vesting Schedule. Executive's interest in the Shares shall
vest in accordance with the following schedule:
Vesting Date Number of Shares
__________, 2003 [one-third of the shares granted]
__________, 2004 [one-third of the shares granted]
__________, 2005 [one-third of the shares granted]
(b) Death or Disability. Executive's interest in the Shares
also will vest upon any earlier termination of employment by Executive
with the Company or any Subsidiary, or any employer described in
paragraph 9 (also referred to herein as a "Subsidiary"), by reason of
(i) death or (ii) disability, provided as a result of such disability
Executive is eligible for disability benefits under the BellSouth
Corporation Long Term Disability Plan or disability benefits under an
alternative plan maintained by Executive's employer which BellSouth
determines to be comparable to such disability benefits.
(c) Change in Control. Executive's interest in the Shares also
will vest at any earlier time upon which Executive's general executive
benefits vest under paragraph (d)
of Article III of the CIC Agreement in the same manner as if
Executive's interest in the Shares was specifically listed in such
paragraph (d).
(d) Forfeiture. In the event Executive terminates employment
with BellSouth and its Subsidiaries before his interest in the Shares
is fully vested under this Paragraph (2) above, Executive shall forfeit
all of his interest in the Shares to the extent not then vested.
3. Share Certificates. The certificates for the Shares (the
"Certificates") shall be registered in the name of Executive.
Executive, immediately upon receipt of the Certificates, shall execute
with BellSouth an escrow agreement provided by BellSouth for this
purpose substantially in the form attached hereto (the "Escrow
Agreement") and deposit the Certificates with the escrow agent under
such agreement (the "Escrow Agent") together with stock powers
appropriately endorsed in blank. After Executive becomes vested in
Shares as provided in Paragraph 2 above, the Escrow Agent shall release
the applicable Certificate representing the number of vested Shares to
Executive (or to his Beneficiary or his legal representative, if
appropriate). In the event of Executive's forfeiture of Shares under
Paragraph 2 above, the Escrow Agent shall release the applicable
Certificate representing the number of forfeited Shares to BellSouth.
4. Stockholder Status. Executive shall have all of the rights
of a stockholder with respect to the Shares prior to any forfeiture,
including the right to vote the Shares and to receive all regular cash
dividends paid with respect to the Shares, subject to terms of this
Agreement, the Escrow Agreement and the Plan. Notwithstanding the
above, Executive shall have no right to sell, assign, transfer,
exchange or encumber or make subject to any creditor's process, whether
voluntary or involuntary or by operation of law, any of his interest in
Shares to the extent not then vested under Paragraph 2 above, and any
attempt to do so shall be of no effect. In addition, all shares of
capital stock or other securities issued with respect to or in
substitution of any Shares not then vested under Paragraph 2 above,
whether by BellSouth or by another issuer, any cash or other property
received on account of a redemption of such Shares or with respect to
such Shares upon the liquidation, sale or merger of BellSouth, and any
other distributions with respect to such Shares with the exception of
regular cash dividends, shall remain subject to the terms and
conditions of this Agreement.
5. Employment and Termination. Neither the Plan, this
Agreement nor the Escrow Agreement shall give Executive the right to
continued employment by BellSouth or by any Subsidiary or shall
adversely affect the right of any such company to terminate Executive's
employment with or without cause at any time.
6. Securities Law Restrictions. Executive certifies that he is
acquiring the Shares for his own account and that he has no present
intention to sell or otherwise dispose of any of the Shares. Executive
acknowledges that the Shares shall be subject to such restrictions and
conditions on any resale and on any other disposition as BellSouth
shall deem necessary or desirable under any applicable laws or
regulations or in light of any stock exchange requirements and that the
Certificates shall bear legends as determined to be appropriate by
BellSouth.
7. Tax Withholding. BellSouth or any Subsidiary shall have the
right to withhold from any payment to Executive, require payment from
the Executive, or take such other action which such company deems
necessary to satisfy any income or other tax withholding or reporting
requirements arising from this Award of Restricted Shares, and
Executive shall provide to any such company such information, and pay
to it upon request such amounts, as it determines are required to
comply with such requirements.
8. Jurisdiction and Venue. Executive consents to the
jurisdiction and venue of the Superior Court of Xxxxxx County, Georgia,
and the United States District Court for the Northern District of
Georgia for all purposes in connection with any suit, action, or other
proceeding relating to this Agreement or the Escrow Agreement,
including the enforcement of any rights under this Agreement or the
Escrow Agreement and any process or notice of motion in connection with
such situation or other proceeding may be serviced by certified or
registered mail or personal service within or without the State of
Georgia, provided a reasonable time for appearance is allowed.
9. Certain Employment Transfers. In the event Executive is
transferred to any company or business in which BellSouth directly or
indirectly owns an interest but which is not a "subsidiary" as defined
in the Plan, then Executive shall not be deemed to have terminated his
employment under this Agreement until such time, if any, as Executive
terminates employment with such organization and, if applicable, fails
to return to BellSouth or a Subsidiary in accordance with the terms of
Executive's assignment, or Executive otherwise fails to meet the terms
of Executive's assignment, at which time Executive's deemed termination
of employment shall be treated in the same manner as a termination of
employment from BellSouth or a Subsidiary under this Agreement.
10. Miscellaneous
(a) Executive's rights under this Agreement can be modified,
suspended or canceled only in accordance with the terms of the Plan.
(b) This Agreement shall be subject to the applicable
provisions, definitions, terms and conditions set forth in the Plan,
all of which are incorporated by this reference in this Agreement and,
unless defined in this Agreement, any capitalized terms in this
Agreement shall have the same meaning assigned to those terms under the
Plan.
(c) The Plan and this Agreement shall be governed by the laws
of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
BELLSOUTH CORPORATION:
By: _____________________________________
EXECUTIVE:
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[NAME]
