Exhibit 10
Appendix A
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Pursuant to Section 10 of the AT&T 2004 Long Term Incentive Program (the "Plan")
of AT&T Corp. ("AT&T" or the "Company"), and in accordance with the terms and
conditions of the Plan, a copy of which is available to you*, and your agreement
to the further terms, conditions and restrictions set forth below, you have been
granted, as of the date of grant set forth below, a number of restricted stock
units ("Restricted Stock Units"), as set forth below. Each Restricted Stock
Unit, upon termination of the restrictions related thereto will be converted
into one share of AT&T common stock ("Share").
The Plan is hereby incorporated by reference and made a part hereof. The grant
and this Agreement are subject to all terms and conditions of the Plan, and the
parties agree to be bound by the terms thereof. In the event of any conflict
between the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan shall control. The AT&T Board of Directors and the
Committee shall have the right, in its discretion, to alter or amend the Plan
and this Agreement, from time to time, consistent with the terms of the Plan.
The term "AT&T/SBC Board of Directors" as used in this Agreement (i) in the
event that you have continued as a member of the Board of Directors of SBC
Communications, Inc. ("SBC") after the consummation of the proposed acquisition
of AT&T by SBC, shall mean the SBC Board of Directors, and (ii) in all other
cases, shall mean the Board of Directors of AT&T.
Capitalized terms not otherwise defined herein shall have the same meanings
as in the Plan.
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Participant
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Social Security Number xxx-xx-xxxx
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Number of Restricted Stock
Units Granted
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Date of Grant
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Scheduled Subject to your continued tenure as a member of the AT&T/SBC
Vesting Dates Board of Directors and subject to early vesting ("Early
Vesting") in certain circumstances as set forth in this
Agreement, the Restricted Stock Units shall vest and become
nonforfeitable as follows (each, a "Scheduled Vesting Date"):
|X| 50% of this Restricted Stock Unit Award will vest on the
second anniversary date of this grant;
|X| 25% of this Restricted Stock Unit Award will vest on the
third anniversary date of this grant; and
|X| the final 25% of this Restricted Stock Unit Award will
vest on the fourth anniversary date of this grant.
All Shares will be rounded down to the nearest whole Share and
all rounded Shares will become vested in the final period.
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Effectiveness This Restricted Stock Unit Award Agreement (this "Agreement")
of Agreement shall be effective only if and when AT&T receives your
acceptance of the terms of this Agreement as required below.
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Fair Market Fair Market Value shall mean the average of the high and low
Value per Share sale prices of AT&T common stock trading on the New
York Stock Exchange on any date of determination (or, if no
sales are reported on such date, the average of the high and
low per Share sale prices of AT&T common stock trading on the
New York Stock Exchange on the next trading date).
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Book Entry As soon as administratively practicable after any Restricted
of Shares Stock Units vest, AT&T will deliver to you or your legal
representative a statement reflecting ownership of the
corresponding Shares in book entry form. You are responsible
for complying with any securities and exchange control laws or
any other legal requirements applicable to you in connection
with the vesting and/or distribution of Shares in respect of
the Restricted Stock Units.
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Dividend A cash payment in an amount equal to the dividend payable on
Equivalent one Share, on the record date for such dividend, will be made
Payments to you for each Restricted Stock Unit held by you that has not
been forfeited, cancelled or converted to a Share as soon as
reasonably practicable following such dividend record date.
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* copies of all applicable documents are included with this award agreement
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Termination of Your termination of tenure as a member of the AT&T/SBC Board
Tenure and this of Directors, will cause all Restricted Stock Units not
Restricted Stock previously vested to be cancelled effective with your
Unit Award termination date, except as described below:
Agreement
Retirement a) upon retirement from the AT&T/SBC Board of Directors, then
this Award shall be subject to Early Vesting in full.
Disability b) upon termination of tenure as a member of the AT&T/SBC
Board of Directors due to disability, then this Award
shall be subject to Early Vesting in full.
Death c) upon termination of tenure as a member of the AT&T/SBC
Board of Directors due to death, then this Award shall be
subject to Early Vesting in full.
Other d) upon consummation of the acquisition of AT&T by SBC, if
you do not continue as a member of the SBC Board of
Directors, then this Award shall be subject to Early
Vesting in full.
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Early Vesting Any portion of this Restricted Stock Unit that becomes subject
to vesting prior to a Scheduled Vesting Date in accordance
with Termination of Tenure and this Restricted Stock Unit
Award Agreement, above.
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Distribution In the case of your death, any distribution of Shares in
upon Death respect of the Restricted Stock Units granted hereunder shall
be made to your estate. You may, in accordance with
procedures established by the Committee, designate one or more
beneficiaries to receive all or part of any distribution to be
made hereunder in case of your death, and you may change or
revoke such designation at any time. In the event of your
death, any distribution hereunder that is subject to such a
designation (to the extent such designation is valid and
enforceable under applicable law) shall be made to such
beneficiary or beneficiaries in accordance with this
Agreement. If there shall be any question as to the legal
right of any beneficiary to receive a distribution hereunder,
the amount in question shall be distributed to your estate, in
which event neither AT&T nor any Affiliate shall have any
further liability to anyone with respect to such distribution.
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Change in Upon a Change in Control (as defined in Section 2(e) of the
Control Plan), other than the consummation of the acquisition of AT&T
by SBC pursuant to the Agreement and Plan of Merger dated
January 30, 2005, this Restricted Stock Unit Award will vest
immediately in full in accordance with Section 11(e) of the
Plan, and the Shares in respect of such Restricted Stock Units
will be distributed immediately.
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Transferability At all times prior to the vesting of a Restricted Stock Unit,
such Restricted Stock Unit shall be nontransferable and may
not be pledged, assigned or alienated in any way.
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* copies of all applicable documents are included with this award agreement
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Other Corporate Anything in this Agreement to the contrary notwithstanding,
Provisions if, at any time specified herein for the issuance of Shares to
you, any law, regulation or requirement of any governmental
authority having jurisdiction shall require either the Company
or you to take any action in connection with the Shares then
to be issued, the issuance of such Shares shall be deferred
until such action shall have been taken.
Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, this Agreement shall be determined
by the AT&T Board of Directors or the Committee in its
absolute and uncontrolled discretion, and any such
determination or any other determination by the AT&T Board of
Directors or the Committee under or pursuant to this Agreement
and any interpretation by the AT&T Board of Directors or the
Committee of the terms of this Agreement shall be final,
binding and conclusive on all persons affected thereby.
Any determinations or decisions made or actions taken arising
out of or in connection with the interpretation and
administration of this Agreement and the Plan by the AT&T
Board of Directors or the Committee shall be final and
conclusive.
The AT&T Board of Directors or the Committee may amend this
Agreement provided that no such amendment shall impair your
rights hereunder without your consent.
You shall not have the right to vote the Shares underlying the
Restricted Stock Units or, except as set forth above with
respect to dividend equivalents, any other rights as a holder
of Shares until such time as the Restricted Stock Units shall
have vested and the Shares underlying the vested Restricted
Stock Units shall have been delivered to you.
The validity, construction and effect of this Agreement shall
be determined in accordance with the laws of the State of New
York and applicable Federal law.
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Please indicate your acceptance of the terms of this Restricted Stock Unit Award
Agreement and acknowledge that you have reviewed copies of the Plan, and the
Guideline summary, in each case as currently in effect and available to you*, by
signing at the place provided and returning original of this Restricted Stock
Unit Award Agreement.
ACCEPTED AND AGREED:
/s/ Xxxxxx Xxxxxxxx-Xxxx
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AT&T Corp. Participant Signature
* copies of all applicable documents are included with this award agreement
