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EXHIBIT 10.12
CONFIDENTIAL
Employee Name
Employee Address
Dear [First Name]:
As you know, on July 27, 1998, GTE Corporation entered into an
Agreement and Plan of Merger (the "Definitive Agreement") with Bell Atlantic
Corporation ("Bell Atlantic"). In line with this decision, the businesses of the
two companies will be merged (the "Merger") on a date yet to be determined ("the
Closing Date"). It is crucial that we continue to conduct business as usual
during the period preceding the Closing Date and that we retain people like
yourself whose skill is essential to our ongoing business efforts and/or the
Merger. This Agreement is intended to provide you with an incentive to continue
your employment through the Closing Date.
1. MERGER BONUS. On or about 45 days following the Closing Date, you
will receive a merger implementation and retention bonus (a "Merger Bonus")
equal (before withholding of applicable taxes) to one and one half times the sum
of (i) your base annual salary as of the Closing Date and (ii) the prior
three-year average corporate rating (as of the date of shareholder approval of
the Merger) under GTE's Executive Incentive Plan ("EIP") for your grade level as
of the Closing Date multiplied by an amount equal to 100% of norm for that grade
level under EIP.
2. INVOLUNTARY TERMINATION WITHOUT CAUSE. If your employment is
terminated involuntarily without Cause (and for reasons other than your death or
disability) prior to the Closing Date, you will receive a payment equal to the
Merger Bonus to which you would have been entitled had your employment continued
through the Closing Date. Payment will be made at the same time such bonuses are
paid to other eligible employees. Under no circumstances will your resignation
from employment or retirement for any reason constitute an involuntary
termination without Cause for purposes of this Agreement.
3. DEATH OR DISABILITY. Should the Merger be concluded as anticipated
and you die or become disabled (within the meaning of GTE's Long Term Disability
Plan) prior to the Closing Date, you, or, in the event of your death, your
estate, will receive a prorated Merger Bonus based on the ratio of (i) the
number of days you remained actively employed between the date of this Agreement
and the Closing Date to (ii) the number of days between the date of this
Agreement and the Closing Date. The prorated Merger Bonus payable under
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this paragraph shall be paid at the same time the Merger Bonus is paid to other
eligible employees.
4. CIRCUMSTANCES WHEN NO BONUS WILL BE PAID. You will not receive a
Merger Bonus if the Closing Date does not occur. Should you resign or retire for
any reason prior to the Closing Date or should you at any time engage in conduct
that would constitute Cause, you will not be eligible to receive any portion of
the Merger Bonus. For purposes of this Agreement, Cause means (i) failure to
perform satisfactorily the duties assigned to you; (ii) breach of any of the
terms of this Agreement; (iii) violation of a law (other than a traffic
violation or minor civil offense), whether or not there has been a conviction;
or (iv) breach of any written company policy or agreement, including, but not
limited to, the Employee Agreement Relating to Intellectual Property (Policy
412) or its equivalent (the "Employee Agreement Relating to Intellectual
Property"), or the Standards of Business Conduct, as each is amended from time
to time.
5. PROHIBITION AGAINST RECRUITING OR HIRING. Commencing on the date of
this Agreement, and, in the event your employment is terminated for any reason,
for one year following such termination, you agree that you will not, without
the prior written consent of the Executive Compensation and Organizational
Structure Committee of GTE Corporation's Board of Directors, its designee, its
successor, or its successor's designee (the "ECC"):
(i) Recruit or solicit any employee of GTE (which, for purposes of
this Agreement, includes GTE Corporation, any corporate
subsidiary or other company affiliated with GTE Corporation, any
company in which GTE Corporation owns directly or indirectly an
equity interest of at least ten percent, and the successors and
assigns of any such company, including, following the Merger,
Bell Atlantic Corporation, its subsidiaries, affiliates, and
other related entities and their successors and assigns) for
employment or retention as a consultant or provider of services;
(ii) Hire, or participate with another entity or third party in the
process of hiring, any employee of GTE;
(iii) Provide names or other information about GTE employees to any
person or business under circumstances that you know or should
know could lead to the use of that information for purposes of
recruiting or hiring; or
(iv) Interfere with the relationship between GTE and any of its
employees, agents, or representatives.
6. PROHIBITION AGAINST SOLICITING GTE CUSTOMERS. Commencing on the date
of this Agreement, and, in the event your employment with GTE is terminated for
any reason, for one year following such termination, you agree that you will not
solicit or contact, directly or indirectly, any customer, client, or prospect of
GTE with whom you or any of the GTE employees reporting to you had any contact
at any time during the year preceding your termination for the purpose of
inducing such customer, client, or prospect to cease being, or to not become, a
customer or client of GTE or to divert business from GTE.
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7. CONFIDENTIALITY. You agree that you will not disclose or discuss
either the existence or the terms of this Agreement under any circumstances
where such information could reasonably be expected to, directly or indirectly,
come to the attention of any present or former employee, contractor, or
consultant of GTE. You further agree that you will require anyone with whom you
share information regarding this Agreement to adhere to the same standard of
confidentiality.
8. PROPRIETARY INFORMATION. You agree that you will at all times comply
with your obligations under the Employee Agreement Relating to Intellectual
Property and preserve the confidentiality of all Proprietary Information and
trade secrets of GTE and the Proprietary Information and trade secrets of third
parties, including customers, that are in the possession of GTE by not
disclosing the same to any other party or using the same, or any portion
thereof, for the benefit of anyone other than GTE. "Proprietary Information"
means information obtained or developed by you or to which you had access during
your employment with GTE, including, but not limited to, customer information
and other trade secrets and Proprietary Information of GTE and third parties
that has not been fully disclosed in a writing generally circulated by GTE to
the public at large without any restrictions on use or disclosure. You agree
that you will return all copies, in whole or in part, in any form, of trade
secrets and Proprietary Information in your possession or control in the event
of your termination of employment or upon request by GTE, whichever occurs
earlier, without making or retaining a copy.
9. SURVIVAL OF AND CONSIDERATION FOR COVENANTS. You acknowledge and
agree that any payment made pursuant to this Agreement includes consideration
for the covenants contained in paragraphs 5, 6, 7 and 8 of this Agreement and
that the obligations set out in paragraphs 5, 6, 7, and 8 of this Agreement
survive any cancellation, termination, or expiration of this Agreement or the
termination of your employment with GTE.
10. DEFERRAL. Amounts otherwise payable to you under this Agreement may
be deferred under GTE's EIP deferral regulations, or any successor arrangement,
in accordance with the terms of those regulations. Amounts deferred under this
Agreement shall not, however, be eligible for match under GTE's Equity
Participation Plan.
11. PAYMENT TAXABLE/NOT BENEFIT BEARING. Applicable taxes will be
withheld from any payment made pursuant to this Agreement. Amounts payable under
this Agreement shall not be treated as compensation for purposes of computing or
determining any benefit under any pension, savings, insurance, or other employee
compensation or benefit plan maintained by GTE.
12. NO DUPLICATION OF BENEFITS. Except for grants and agreements
specifically approved by the ECC, there shall be no duplication between any
payment provided for by this Agreement and any other retention incentive program
that provides for payment of a retention bonus for continued employment during
any part of the same time period covered by this Agreement. As a result, any
payment otherwise due under this Agreement shall be reduced by any amounts due
under any such retention incentive program.
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13. BUSINESS DISCRETION OF GTE. Nothing in this Agreement is intended
to limit the discretion of GTE to take any action with regard to the Merger that
GTE may consider appropriate, including, without limitation, postponing the
Closing Date or terminating the Definitive Agreement. This Agreement does not
entitle you to remain in the employ of GTE for any minimum or prescribed period
of term and does not modify the at-will status of your employment.
14. ASSIGNMENT BY GTE. GTE may assign this Agreement without your
consent to any company that acquires all or substantially all of the stock or
assets of GTE, or into which or with which GTE is merged or consolidated. This
Agreement may not be assigned by you, and no person other than you (or your
estate) may assert your rights under this Agreement.
15. DISPUTE RESOLUTION. You agree that the ECC shall have sole
discretion to interpret this Agreement and to resolve any and all disputes under
this Agreement, including, but not limited to, issues arising under paragraphs
2, 4, 5, 6, 7 and 8. You further agree that the ECC's determination shall be
final and binding.
16. WAIVER. The waiver by GTE of any breach of this Agreement shall not
be construed as a waiver of any subsequent breach.
17. GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of New York, disregarding its choice of
law rules.
18. REMEDIES. You acknowledge that irreparable injury to GTE will
result in the event of any breach by you of any of the covenants or obligations
under this Agreement, including other obligations referenced herein. In the
event of a breach of any of your covenants and commitments under this Agreement,
including any other obligations referenced herein, GTE shall not be obligated to
make any payment otherwise required under this Agreement and may, at GTE's
discretion, require you to repay any amounts already paid to you, including
amounts that may have been deferred. In addition, GTE reserves all rights to
seek any and all remedies and damages permitted under law, including, but not
limited to, injunctive relief, equitable relief, and compensatory and punitive
damages.
19. DEFINITIONS/RELATIONSHIP TO OTHER AGREEMENTS. The definitions
contained in this Agreement, including but not limited to the definition of
Cause, shall be controlling for purposes of this Agreement. These definitions
shall not be modified by, nor shall they modify, definitions for terms in any
other agreement to which you may be a party.
20. ENTIRE AGREEMENT. You acknowledge and agree that this Agreement
sets forth the entire understanding of the parties with regard to the subject
matter addressed herein and that this Agreement supersedes all prior agreements
and communications, whether written or oral, pertaining to the incentive
described herein. This Agreement shall not be modified except by written
agreement duly executed by you and GTE.
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I hope that the terms of this Agreement and the incentive just
described will provide you with a level of comfort as you continue your valuable
contributions to GTE. GTE believes you have made and will continue to make a
difference in our future -- we are truly pleased to have you on our team. If
this Agreement meets with your satisfaction, please sign below and return the
original to me within fifteen (15) business days.
Sincerely,
I have read, understand and agree to the foregoing.
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Employee's Signature
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Date
