Exhibit 10f
AGREEMENT
THIS AGREEMENT is made this 14th day of December, 1999, by and between
BellSouth Corporation (the "Company") and Xxxxx Xxxxxxx (the "Executive");
W I T N E S S E T H:
WHEREAS, the Executive is employed by the Company, or a subsidiary or
affiliate of the Company (each, a "BellSouth Company");
WHEREAS, the Executive and the Company entered into a retirement
agreement on January 26, 1995 (the "Prior Agreement") which requires the
Executive's retirement during the calendar year in which the Executive's
sixtieth (60th) birthday occurs;
WHEREAS, the Executive and the Company now desire to replace the Prior
Agreement by amending and restating it in its entirety to, among other things,
set the date of the Executive's retirement; and
WHEREAS, the Executive now elects to retire under the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. RETIREMENT DATE. The Executive shall terminate employment and resign
from each position the Executive holds with the Company and any BellSouth
Company on March 1, 2000 (the "Retirement
Date").
2. SEPARATION ALLOWANCE. As soon as is reasonably practicable after the
Executive's Retirement Date, the Company shall pay to the Executive as a
separation allowance a single lump-sum cash payment equal to the sum of (1)
twice the Executive's Base Salary in effect on the Retirement Date plus (2) the
standard award amount applicable to the Executive under the BellSouth
Corporation Officer Short Term Incentive Award Plan ("STIAP") for the year in
which the Retirement Date occurs, less withholdings, or so much of such sum as
shall not be the subject of a deferral agreement between the parties hereto. For
purposes of this Agreement, "Base Salary" shall refer to the gross annual base
salary payable to the Executive including the amount of any before-tax
contributions made by the Executive from such salary to the BellSouth Retirement
Savings Plan, any other qualified cash or deferred arrangement sponsored by the
Company or a BellSouth Company, or a successor to any such plan, as the case may
be, and the amount of any other deferrals of such salary under any nonqualified
deferred compensation plans maintained by the Company or a BellSouth Company.
3. SHORT TERM INCENTIVE AWARD. The Executive shall be entitled to an
award under the STIAP based on performance results for the year in which the
Executive's Retirement Date occurs, prorated to the Executive's Retirement Date.
The payment described in this Section 3 shall be subject to all other terms and
conditions of STIAP.
4. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Executive shall be
entitled to benefits under the BellSouth Corporation Supplemental Executive
Retirement Plan ("SERP") adjusted in the following manner:
(a) the Executive's annual benefit shall be based on
seventy percent (70%) of Included Earnings (as such
term is defined in SERP) instead of the formula
described in section 4.4(a)(i) of SERP;
(b) such benefit shall be calculated as if the Executive
(A) had continued in active employment with the
Company through December 31, 2000, (B) had continued
to receive Base Salary at the rate in effect
immediately prior to the Retirement Date through
December 31, 2000, and (C) had received a full,
nonprorated bonus for 2000 under STIAP based on
actual performance results for 2000; and
(c) the benefit so determined shall commence effective as
of the Retirement Date.
5. STOCK OPTIONS.
(a) The Executive shall be entitled to a grant of
non-qualified stock options to purchase shares of Company stock under the
BellSouth Corporation Stock Plan, or its successor (the "Stock Plan"), as his
normal annual grant during the year in which the Retirement Date occurs, equal
to no less than one hundred fifteen percent (ll5%) of the standard grant
otherwise applicable to the Executive for such grant. Such grant shall be made
at the time the normal annual grants are made to the Company's executives
during the year in which the Retirement Date occurs.
(b) The Executive shall also be entitled to a grant of
non-qualified stock options to purchase shares of
Company stock under the Stock Plan, as of the day preceding the Executive's
Retirement Date, equal to the sum of (i) the number of such options granted to
the Executive as part of the normal annual grant during the year in which the
Retirement Date occurs (referred to in subsection (a) of this Section 5), plus
(ii) 100,000.
The grants described in this Section 5 shall be subject to all
other terms and conditions of the Stock Plan.
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6. FINANCIAL COUNSELING. The Executive shall be entitled to benefits
described in the BellSouth Corporation Financial Counseling Plan through his
sixty-seventh (67th) birthday, such benefits to be provided by the Company as if
eligibility therefor extended to such date under the terms of such plan.
Benefits described in this Section 6 shall be subject to all other terms and
conditions of the Financial Counseling Plan.
7. COMPANY AUTOMOBILE. The Executive may, at his election, purchase
from the Company (or BellSouth options Company) any Company-owned automobile
provided to him for its wholesale price determined by the Company as of his
Retirement Date, if the Executive notifies the Company of his intention to do so
within thirty (30) days of his Retirement Date.
8. DEATH OF EXECUTIVE. If the Executive should die at any time prior to
retiring on the Retirement Date, in lieu of the benefits described in Sections
2, 3, 5, 6, and 7, the Company shall pay to the Executive's estate in a single
lump sum cash payment, less withholdings, the sum of:
(i) an amount equal to the separation allowance described in
Section 2 of this Agreement (substituting in Section 2 the date of the
Executive's death for the Retirement Date);
(ii) an amount equal to the STIAP award described in Section 3
of this Agreement (to the extent such amount is not otherwise payable
under STIAP); and
(iii) an amount equal to (i) the value of the non-qualified
stock options to purchase shares of Company stock under the Stock Plan
granted to the Executive as part of the normal annual grant most
recently preceding his date of death, plus (ii) the value of 100,000
non-qualified stock options to purchase shares of Company stock under
the Stock Plan. The parties to this Agreement agree that such value
shall be deemed to be the value ascribed to options by the Company in
determining the amount of such normal annual option grant to executives
and other managers.
In addition, if the Executive should die at any time prior to
retiring on the Retirement Date, in lieu of the benefits described in Section 4,
the Executive's surviving spouse, if any, shall be entitled to a survivor
annuity under the SERP based on the enhanced SERP formula described in Section 4
of this Agreement.
9. DISCHARGE AND WAIVER. The Company's obligations under this
Agreement, and the Executive's entitlement to the compensation and benefits
described herein (other than the grant of stock options described in Section
5(a) and the amounts payable in the event of the Executive's death as described
in Section 8), are expressly conditioned upon execution by Executive of a waiver
and release and agreement not to xxx, in form and substance reasonably
acceptable to Company, pursuant to which Executive fully releases and forever
discharges Company and Affiliated Companies, and any employee, officer,
director, representative, agent, successor or assign of Company and Affiliated
Companies (both in their personal and official capacities), and all persons
acting by, through and
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under or in concert with any of them, from any and all claims, demands, causes
of action, remedies, obligations, costs and expenses of whatever nature, whether
under the common law, state law, federal law (including but not limited to the
Age Discrimination in Employment Act of 1967) or otherwise, through the
Retirement Date, including those arising from or in connection with the terms
and conditions of employment with the Company and any BellSouth Company or the
termination of that employment. This paragraph is not intended to affect
benefits to which Executive may be entitled under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) or any pension or benefit plan in which
Executive is a participant.
10. EMPLOYMENT RIGHTS. The Company and the Executive understand that
this Agreement constitutes a binding commitment to provide the benefits set
forth herein upon the Executive's retirement or death. The Agreement does not
constitute, and should not be construed as an employment contract. The Executive
acknowledges that he is and shall remain an employee at will who may be
terminated by the Company or a BellSouth Company for any reason and at any time
prior to the Retirement Date. Similarly, the Company acknowledges that the
Executive may resign for any reason at any time prior to his Retirement Date.
The Executive understands that he, like any other employee, has been and will be
subject to the Company's performance standards as well as its disciplinary
rules.
11. SEVERABILITY. In the event one or more of the provisions of this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the same shall not affect any other provisions of this
Agreement, but this Agreement shall be construed as if such invalid or illegal
or unenforceable provisions had never been contained herein.
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of
the parties hereto relating to the subject matter hereof. No amendment or
modification of this Agreement shall be valid or binding upon the parties unless
made in writing and signed by the parties hereto.
13. RESPONSIBILITY; BINDING EFFECT. The Company shall be responsible
for all payments and benefits described in this Agreement; provided that, if at
the Executive's Retirement Date, the Executive is not employed by the Company
but is employed by a BellSouth Company, such BellSouth Company shall be
responsible for all payments and benefits described in this Agreement and
thereafter all references in this Agreement to the "Company" shall be deemed to
be references to such BellSouth Company. This Agreement shall be binding upon
the parties hereto and their respective heirs, representatives, successors,
transferees and assigns.
14. GOVERNING LAW; CONSULTATION WITH COUNSEL. This Agreement shall be
construed under and governed by the laws of the State of Georgia. Executive has
been advised to consult with an attorney, acknowledges having had ample
opportunity to do so and fully understands the binding
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effect of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
EXECUTIVE: COMPANY:
/s/ Xxxxx Xxxxxxx By: /s/ X.X. Xxxxxxxx
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Signature Signature
Chairman of the Board and
Xxxxx Xxxxxxx Chief Executive Officer
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Name Title
