AT&T 2004 Long Term Incentive Program
Restricted Stock Unit Award Agreement
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****EMPLOYEE MUST ACCEPT ELECTRONICALLY ON OR BEFORE [date] OR
FORFEIT THIS AWARD****
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 and any elected
deferral period related to this grant, 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 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.
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 This data is specific to participant and
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Number of Restricted Stock is located on award listing in
Units Granted electronic account.
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Date of Grant
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Subject to your continued employment with AT&T or one of its
Affiliates 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"):
Scheduled o 50% of this Restricted Stock Unit Award will vest on
Vesting the second anniversary date of this grant;
Dates o 25% of this Restricted Stock Unit Award will vest on
the third anniversary date of this grant; and
o 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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This Restricted Stock Unit Award Agreement (this
Effectiveness "Agreement") shall be effective only if and when AT&T
of Agreement receives your electronic acceptance of the terms of this
Agreement as required below.
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Fair Market Value shall mean the average of the high and low
per Share sale prices of AT&T common stock trading on the
Fair Market New York Stock Exchange on any date of determination (or, if
Value 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), or
as defined under applicable law for non-U.S. jurisdictions.
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As soon as administratively practicable after any Restricted
Stock Units vest (or to the extent applicable, expiration of
any elected deferral period for vested Restricted Stock
Units), and subject to the income tax withholding provisions
Book Entry described below, AT&T will deliver to you or your legal
of Shares 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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A cash payment in an amount equal to the dividend payable on
one Share, on the record date for such dividend, will be
made to you for each Restricted Stock Unit held by you that
has not been forfeited, cancelled or converted to a Share in
accordance with ordinary payroll practices as soon as
Dividend reasonably practicable following such dividend record date,
Equivalent provided that in non-U.S. jurisdictions where such payment
Payments may result in negative tax consequences to the participant,
then at the Company's election, a single cash payment may be
made for the entire dividend equivalent amount payable in
respect of this award of Restricted Stock Units upon the
expiration of the final Scheduled Vesting Date or applicable
Early Vesting. Applicable withholding taxes shall be
deducted from any such dividend equivalent payments.
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* AT&T employees should access the Corporate Forms Library in the AT&T Workforce
Services web site for these documents.
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You may irrevocably elect, in accordance with policies
adopted by the Committee, to defer the distribution of all
Deferral or any portion of the Restricted Stock Unit that you
Election otherwise would have become entitled to receive upon each
Scheduled Vesting Date pursuant to the terms of this
Agreement.
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You agree that the Company is not responsible for the tax
consequences to you of the granting or vesting of the
Restricted Stock Units and the distribution of Shares in
respect thereof, and that it is your responsibility to
consult with a personal tax advisor regarding all matters
with respect to the tax consequences of the granting and
vesting of the Restricted Stock Units and the distribution
of Shares in respect thereof. Upon vesting of Restricted
Income Tax Stock Units (or to the extent applicable, upon distribution
Withholding following an elected deferral period), AT&T (or your local
Requirements employer, as applicable) shall determine and report to the
(Applicable to proper taxing authorities the ordinary income recognized by
all participants) you based on the number of Restricted Stock Units vesting on
such date multiplied by the Fair Market Value on such date.
AT&T (and your local employer, as applicable) shall have the
right to deduct or cause to be deducted from, or collect or
cause to be collected with respect to, the vesting of any
Restricted Stock Units granted hereunder, distribution of
Shares or payment of dividend equivalent amounts, any
federal, state, or local taxes and/or social insurance
contributions required by law to be withheld or paid with
respect to such vesting, distribution and or payment, and
you or your legal representative or beneficiary hereby
consent to such deductions.
Subject to applicable securities laws, AT&T (and your local
employer, as applicable) is authorized to automatically
withhold an appropriate number of vested Shares to satisfy
such tax and/or social insurance withholding and distribute
only the net number of Shares to you.
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Termination of Your termination of employment from the Company or one of
Employment and its Affiliates, will cause all Restricted Stock Units not
this Restricted previously vested to be cancelled effective upon your
Stock Unit Award termination date, except as described below:
Agreement
normal retirement a) upon termination of employment after the attainment of
age and AT&T service equal to:
Age and AT&T service of
Any age 30 years
50 25 years
55 20 years
65 10 years;
the Restricted Stock Units shall be subject to Early Vesting
in part and be cancelled in part. The portion of the
Restricted Stock Units that will be subject to Early Vesting
will be calculated by using the proration provision set
forth below, and the remaining portion of the Restricted
Stock Units will be cancelled effective on the date of
termination.
under an FMP, b) upon termination of employment, under the AT&T Force
sale, divestiture, Management Program or the AT&T E-Band and Officer Level
or outsourcing separation plans; or due to the sale, divestiture or
outsourcing of your business unit or position from
AT&T, the Restricted Stock Units shall be subject to
Early Vesting in part and be cancelled in part. The
portion of the Restricted Stock Units that will be
subject to Early Vesting will be calculated by using
the proration provision set forth below, and the
remaining portion of the Restricted Stock Units will be
cancelled effective on the date of termination.
Death c) Upon termination of employment due to death, or
or disability disability entitling you to Company provided long term
disability benefits under a Company provided long term
disability plan, the Restricted Stock Units will be
subject to Early Vesting in part and be cancelled in
part. The portion of the Restricted Stock Units that
will be subject to Early Vesting will be calculated by
using the proration provision described below; and the
remaining portion of the Restricted Stock Units will be
cancelled effective on the date of termination.
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Not withstanding anything to the contrary, any portion of
this Restricted Stock Unit that becomes subject to vesting
prior to a Scheduled Vesting Date in accordance with the
Early termination of employment provisions of this Agreement, as
Vesting set forth above, will be determined weekly by AT&T and
processed by the recordkeeper as soon as practicable
following verification of termination of employment by AT&T.
No distribution of Shares with respect to such Early Vesting
of Restricted Stock Units shall occur prior to verification
of termination of employment by AT&T.
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Effective upon your qualifying termination of employment
from the Company or one of its Affiliates, as set forth
above in the termination of employment provisions of this
Agreement, the portion of the Restricted Stock Units that
Proration of are subject to Early Vesting will be calculated by (i)
this Restricted multiplying the total number of Restricted Stock Units
Stock Award Unit granted under this Agreement by a fraction the numerator of
which is equal to the full number of months** of employment
from the date of grant to the date of your termination of
employment, and the denominator of which is number of months
from the date of grant of this Restricted Stock Unit to the
final Scheduled Vesting Date, (ii) and then subtracting any
portion of the Restricted Stock Units that had previously
vested.
** Terminations on or after the 16th of a month will be
treated as occurring at the end of the month for the
proration calculation; terminations prior to the 16th of a
month will be treated as occurring at the end of the
previous month for the proration calculation. Fractional
Shares will be rounded up to the nearest whole Share.
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In the case of your death, any distribution of Shares in
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
Distribution you may change or revoke such designation at any time. In
upon Death 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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Transfer to or from AT&T and any Affiliate, shall not be
Transfer or considered a termination of employment for purposes of this
Leave of Agreement. Nor shall it be considered a termination of
Absence employment for purposes of this Agreement if you are placed
on a military leave or other approved leave of absence,
unless the Committee shall otherwise determine.
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At all times prior to the vesting of a Restricted Stock Unit
(or to the extent applicable, the expiration of any elected
Transferability deferral period), such Restricted Stock Unit shall be
nontransferable and may not be pledged, assigned or
alienated in any way.
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Restricted Stock Units granted under this Agreement shall be
forfeited and cancelled if, prior to any Scheduled Vesting
Dates of such Restricted Stock Units, without the consent of
Competition AT&T, while employed by AT&T, you establish a relationship
with a competitor of the Company or engage in activity which
is in conflict with or adverse to the interest of AT&T, as
determined in accordance with the AT&T Non-Competition
Guideline (the "Guideline"), a copy of which is available to
you.*
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Upon a Change in Control (as defined in Section 2(e) of the
Change in Plan), this Restricted Stock Unit Award will vest
Control 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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Employment Neither the Plan nor this Agreement shall be construed as
Rights giving you the right to be retained in the employ of AT&T or
any Affiliate.
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* AT&T employees should access the Corporate Forms Library in the AT&T Workforce
Services web site for these documents.
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You hereby explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form,
of your personal data as described in this document by and
among, as applicable, your employer and AT&T and its
Subsidiaries and its Affiliates for the exclusive purpose of
implementing, administering and managing your participation
in the Plan. You understand that AT&T and your employer hold
certain personal information about you, including, but not
limited to, your name, home address and telephone number,
date of birth, social insurance number or other
identification number, salary, nationality, job title, any
shares of stock or directorships held in AT&T, details of
all Restricted Stock Units or any other entitlement to
shares of stock awarded, canceled, vested, unvested or
outstanding in your favor, for the purpose of implementing,
Data Privacy administering and managing the Plan ("Data"). You understand
that Data may be transferred to any third parties assisting
in the implementation, administration and management of the
Plan, that these recipients may be located in your country,
or elsewhere, and that the recipient's country may have
different data privacy laws and protections than your
country. You authorize the recipients to receive, possess,
use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and
managing your participation in the Plan, including any
requisite transfer of such Data as may be required to a
broker or other third party with whom you deposit any Shares
acquired upon distribution of the vested Restricted Stock
Units. You understand that Data will be held only as long as
is necessary to implement, administer and manage your
participation in the Plan. You understand that you may, at
any time, view Data, request additional information about
the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by
contacting in writing your local human resources
representative. You understand that withdrawal of consent
may affect your ability to realize benefits from the
Restricted Stock Units.
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Anything in this Agreement to the contrary notwithstanding,
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 Committee in its absolute and uncontrolled
discretion, and any such determination or any other
determination by the Committee under or pursuant to this
Agreement and any interpretation by the Committee of the
Other Corporate terms of this Agreement shall be final, binding and
Provisions 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, as provided to you electronically, 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 checking the appropriate acceptance box
within your Restricted Stock Unit account on this web site. You should print and
retain a copy of this document for your personal records. IF YOU FAIL TO ACCEPT
THE TERMS OF THIS RESTRICTED STOCK UNIT AWARD AGREEMENT ELECTRONICALLY FOR ANY
REASON WHATSOEVER ON OR BEFORE [date], YOU WILL BE DEEMED TO HAVE REJECTED YOUR
RESTRICTED STOCK UNIT AWARD AND YOUR AWARD WILL BE NULL AND VOID.
ACCEPTED AND AGREED:
/s/ Xxxxxx Xxxxxxxx-Xxxx
------------------------------ Employee accepts electronically, no
Xxxxxx Xxxxxxxx-Xxxx signature required
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AT&T Corp. Employee Signature
* AT&T employees should access the Corporate Forms Library in the AT&T Workforce
Services web site for these documents.
