Exhibit 10v
XXXXXX X. XXXXXXX
TERM SHEET
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. The Employment Agreement, dated June 25,1996 (the "Employment Agreement"),
will be superseded by a new agreement conforming to this term sheet
. Xx. Xxxxxxx will voluntarily resign effective July 1, 1997 (the "Separation
Date")
. Until the Separation Date, Xx. Xxxxxxx will:
. retain Senior Manager status
. receive a base salary at a level not less than his existing base
salary
. receive a short term award for 1996 in accordance with the terms of
the plan
. retain his existing salary grade 33 (or a comparable compensation
band under any applicable post-merger compensation structure)
. continue participation in benefit plans through the Separation Date
. Until the Separation Date, Xx. Xxxxxxx will serve in a position in which his
responsibilities will include consolidating Bell Atlantic's video operations
and business interests, and such other duties assigned by the officer to whom
he reports.
. The merger-related stay incentive will be governed by the terms of the
Employment Agreement except:
. He will be eligible to receive the Stay Incentive (or the merger
cancellation payment) within 30 days of the earlier of the closing
(or cancellation) of the Merger or his Separation Date
. After resignation on the Separation Date:
. Separation payments will be governed by the terms of the Employment
Agreement, with two years' "pay" (as defined in the Employment
Agreement) payable in 24 monthly installments, subject to continuing
compliance with the stated non-compete, non-recruiting and
proprietary information rules.
. Eligibility to receive, in an amount to be determined and paid in
first quarter 1998, a cash payment equal to the 6/12ths prorated
short term award for 1997 (with all applicable customer service
thresholds and performance modifiers under the plan) which he would
have been eligible to receive if he had been retirement-eligible on
the Separation Date.
. Stock Options:
. Special 1994 options remain governed by their terms, and are
therefore potentially exercisable, subject to price hurdles,
until 2nd anniversary of Separation Date
. All other outstanding stock options are governed by their
terms, subject to the Employment Agreement provision which,
upon the Closing of the Merger, deems Xx. Xxxxxxx to have
exercise rights as though he remained active through the 2nd
anniversary of Xxxxxx closing, and then retired with up to 5
further years to exercise.
. Deferred Compensation:
. All balances deferred under the Plan will be fully vested and payable
in full as soon as practicable after the Separation Date in a single
sum, in accordance with the terms of the Plan applicable to
resignations without retirement eligibility .
. Pension:
. Upon attaining 5 years' service (in April 1997), accrued benefits
under the Cash Balance and Senior Management plan will vest.
. Benefits will be payable upon separation in accordance with the terms
of the plans.
. Savings Plan benefits were previously vested in 1995, and remain fully
vested.
. Eligibility to purchase 18 months of health continuation coverage under
COBRA.
. Xx. Xxxxxxx will continue to be protected, and legally defended, under the
terms and to the extent of the applicable indemnification provisions for
former officers under the By-Laws of the Company, and, in consideration for
the Company's performance under all the provisions of this Agreement, Xx.
Xxxxxxx will actively and fully cooperate with the Company in connection with
any legal disputes regarding matters of which he has knowledge. The Company
will reimburse Xx. Xxxxxxx for his expenses in connection with his providing
such active cooperation.
. The terms of this Agreement, and Xx. Xxxxxxx'x continuing employment, are
subject to the Company's customary requirements of continuing compliance with
the Business Code of Employee Conduct and other written corporate policies.
. The Agreement will contain other legal boilerplate commonly used in the
Company's separation agreements, such as the requirement that Xx. Xxxxxxx
tender resignations from corporate board and officer positions when
requested, and sign legal releases at the time of signing the Agreement and
on his Separation Date.
For Bell Atlantic Corporation
Signed: Xxxxx X. Xxxxxx, Vice Chairman
Signed: Xxxxx X. Xxxxx, Vice President - General Counsel
For Xx. Xxxxxxx
Signed: Xxxxxx X. Xxxxxxx
