PAYMENT OF VESTED UNITS Subject to any elected or required deferral period related to the Award, AT&T Wireless, within a reasonable period after the Restricted Stock Units are vested, will deliver to you or your legal representative a statement...
Exhibit 10.14
[AT&T WIRELESS LOGO]
AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN
EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT AND TERMS AND CONDITIONS
(Capitalized terms not otherwise defined in this Agreement have the same
meanings as in the Plan.)
Pursuant to the AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN (the
"Plan"), you have been granted an award (the "Award") of restricted stock units
(the "Restricted Stock Units"). Each Restricted Stock Unit, upon termination of
the restrictions related thereto and any elected or required deferral period
related to the Award, will be converted into one common share (a "Share") of
AT&T Wireless Services, Inc. ("AT&T Wireless"). The Award is subject to the
terms and conditions of the Plan, and to the additional terms and conditions set
forth in this Agreement.
NAME
Address Line 1 Social Security Number (US only) xxx-xx-xxxx
Address Line 2 Plan ID
Address Line 3
Address Xxxx 0
Xxxx, Xxxxx, Xxx
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AWARD DATE 12/01/02
NUMBER OF UNITS AWARDED 50,000
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AWARD VESTING DATES 12/1/03 20,000
(date Award vests and becomes
payable) 12/1/04 20,000
12/1/05 10,000
The Restricted Stock Units will vest and
become payable in accordance with this
section. The period beginning on the Award
Date and ending on the day prior to the
date on which any Restricted Stock Unit
becomes payable (the "Vesting Date") is
herein referred to as the "Restriction
Period" with respect to any Restricted
Stock Unit.
[SHARES AVAILABLE ON VESTING [All Shares will be rounded down to the
DATES] nearest whole Share, and all rounded
Shares will become payable in the final
period.] [NOTE: ONLY USE THIS PROVISION IF
YOU ARE USING PERCENTAGE VESTING -- I.E.,
25% VESTS ON 12/1/03. IF USING WHOLE
VESTING SUCH AS IN THIS SAMPLE, THIS
PROVISION IS NOT NECESSARY.]
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TERMINATION AND ACCELERATION Any Restricted Stock Units that have not
PROVISIONS vested in accordance with the schedule
listed above will become fully vested
and payable upon
(a) your death,
(b) termination of your employment
under an AT&T Wireless
approved disability plan (as
determined by the Committee in
its sole discretion), or
(c) your retirement upon
attainment of age 55 and AT&T
Wireless net credit service
requirements (as determined by
the Committee in its sole
discretion) of 10 years.
ALL OTHER TERMINATIONS Upon your termination of employment for
any reason other than as described above,
whether voluntary or involuntary, the
Award will be IMMEDIATELY CANCELLED TO THE
EXTENT NOT THEN VESTED AND PAYABLE.
PAYMENT OF VESTED UNITS Subject to any elected or required
deferral period related to the Award, AT&T
Wireless, within a reasonable period after
the Restricted Stock Units are vested,
will deliver to you or your legal
representative a statement reflecting
ownership of Shares in the form of book
entry or certificates for the number of
Shares with respect to which the
Restricted Stock Units are vested. Neither
you nor your legal representative will be,
or have any of the rights and privileges
of, a shareowner of AT&T Wireless in
respect of any Shares distributable upon
vesting of the Restricted Stock Units
unless and until book entry for such
Shares has been made or certificates have
been issued.
TRANSFERS AND LEAVES Transfer to or from AT&T Wireless and any
Affiliate will not be considered a
termination of employment for purposes of
this Agreement, nor will it be considered
a termination of employment for purposes
of this Agreement if you are placed on a
military leave or other approved leave of
absence, unless the Committee determines
otherwise.
DISCHARGE FOR CAUSE Upon your termination of employment for
Cause (as defined below), the Award will
be immediately cancelled.
COMPETITION The Award will be forfeited and cancelled
if, without the consent of AT&T Wireless,
while employed by or providing services to
AT&T Wireless or after termination of such
employment or services, you establish a
relationship with a competitor of AT&T
Wireless or engage in activity that is in
conflict with or adverse to the interest
of AT&T Wireless, as determined in
accordance with AT&T Wireless
Noncompetition Guidelines.
CHANGE IN CONTROL Pursuant to the authority granted to the
Committee under Section 11(a) of the Plan,
the Restricted Stock Units that continue
after a Change in Control, including any
restricted stock units that result from
the assumption of or substitution for the
Restricted Stock Units in connection with
the Change in Control, will not become
fully vested and payable as of the date a
Change in Control is determined to have
occurred; provided, however, that such
Restricted Stock Units will become fully
vested and payable if, within two years of
the Change in Control, your employment is
terminated by AT&T Wireless or a successor
company without Cause or if you terminate
your employment for Good Reason.
For purposes of this Agreement, "Cause"
means the first occurrence of any of the
following:
(1) Your conviction (including a plea of
guilty or nolo contendere) of a
felony involving theft or moral
turpitude or relating to the
business of AT&T Wireless or a
successor company, other than a
felony predicated on your vicarious
liability.
(2) Your willful and continued failure
to perform substantially your duties
with AT&T Wireless or a successor
company (other than any such failure
resulting from incapacity due to
mental or physical illness or
injury).
(3) Your illegal conduct or gross
misconduct that is materially and
demonstrably injurious to AT&T
Wireless or a successor company.
(4) Any conduct that would constitute a
material violation of the standards
set forth in any severance plan or
program then in effect applicable to
you, including, but not limited to,
any material failure to devote all
of your productive time, ability,
attention and effort to the business
and affairs of AT&T Wireless or a
successor company and to the
discharge of the responsibilities
assigned to you, and to use your
best efforts to perform faithfully
and efficiently in such
responsibilities.
For purposes of this Agreement, "Good
Reason" means the occurrence of any of the
following events following a Change in
Control, without your prior written
consent, which is not cured by AT&T
Wireless or a successor company within 20
days of your giving AT&T Wireless or a
successor company written notice thereof
and which results in your termination of
employment within 90 days of such event:
(1) A reduction of at least 5% below
your Required Compensation in your
base salary or your target annual
incentive bonus percentage.
(2) A reduction of at least 5% below
your Required Compensation in the
targeted value of your stock
options, restricted stock units,
restricted stock, performance shares
and/or other equity incentive
awards.
(3) A discontinuance of benefits
provided to you under pension,
welfare and fringe benefit plans,
programs, policies and agreements
that, in the aggregate, reduces the
actuarial equivalent value of such
benefits by at least 5%.
(4) A change in your work location that
adds more than 50 miles to your
daily round-trip commute as of the
Change in Control.
(5) A substantial and adverse change in,
or a substantial reduction of, your
duties and responsibilities or a
substantial diminution of your
authority following the Change in
Control including, but not limited
to, (a) a change in duties or
responsibilities or a diminution of
authority that is the result of your
ceasing to be an employee of an
entity that is at least 55%
publicly-traded (based on the then
outstanding shares of common stock
of AT&T Wireless or a successor
company and the combined voting
power of the then outstanding voting
securities of AT&T Wireless or a
successor company entitled to vote
generally in the election of
directors) or your becoming an
employee of a subsidiary of AT&T
Wireless or a successor company or
(b) an adverse change in your
reporting relationship with respect
to the Chairman, Chief Executive
Officer or President of AT&T
Wireless or a successor company;
provided, however, that there will
not be a demotion for purposes of
this paragraph based on isolated or
inadvertent action which is remedied
by AT&T Wireless or a successor
company promptly after receipt of
notice thereof from you.
For purposes of this Agreement, "Required
Compensation" means:
(1) The higher of (a) your base salary
and target annual incentive bonus
percentage in effect immediately
prior to the Change in Control and
(ii) your highest base salary and
target annual incentive bonus
percentage in effect any time
thereafter; and
(2) The higher of (a) the aggregate
targeted value of stock options,
restricted stock units, restricted
stock, performance shares and/or
other equity incentive awards made
available to officers in positions
that are similarly situated to yours
immediately prior to the Change in
Control and (ii) the highest
aggregate targeted value of stock
options, restricted stock units,
restricted stock, performance shares
and/or other equity incentive awards
made available to officers in
positions that are similarly
situated to yours at any time
thereafter.
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DIVIDENDS A cash payment in an amount equal to the
dividend payable on one Share will be made
to you on the record date for such
dividend for each Restricted Stock Unit
held by you that has not been forfeited,
cancelled or converted to a Share and
distributed.
WITHHOLDING AT&T Wireless will have the right to
deduct or cause to be deducted from, or
collect or cause to be collected with
respect to, any distribution hereunder any
federal, state or local taxes required by
law to be withheld or paid with respect to
such distribution, as may be necessary, in
AT&T Wireless's opinion, to satisfy such
obligations. Upon AT&T Wireless's consent,
you may elect to satisfy such withholding
tax obligations by requesting that AT&T
Wireless withhold Shares otherwise
deliverable upon any distribution
hereunder.
TRANSFERABILITY At all times during the Restriction Period
and any deferral period, the Restricted
Stock Units awarded hereunder are
nontransferable, and may not be pledged,
assigned or alienated in any way.
-2-
BENEFICIARY 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) will be made to such
beneficiary or beneficiaries in accordance
with this Agreement. Any other
distribution hereunder will be made to
your estate. If there is any question as
to the legal right of any beneficiary to
receive a distribution hereunder, the
amount in question may be paid to your
estate, in which event neither AT&T
Wireless nor any Affiliate will have any
further liability to anyone with respect
to such amount.
EMPLOYMENT RIGHTS Neither the Plan nor the Award will be
construed as giving you the right to be
retained in the employ of AT&T Wireless or
any Affiliate.
OTHER CORPORATE PROVISIONS If AT&T Wireless determines, on advice of
counsel, that the listing, registration or
qualification of the Shares on any
securities exchange or under any state or
federal law, or the consent or approval of
any governmental or regulatory agency or
authority, is necessary or desirable as a
condition of or in connection with a
distribution hereunder, no portion of the
Award may be distributed until or unless
such listing, registration, qualification,
consent or approval has been effected or
obtained.
Any determination 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 Wireless Board or the
Committee will be final and conclusive.
This Agreement may be amended by the AT&T
Wireless Board or the Committee, provided
that no such amendment may impair your
rights hereunder without your consent.
The validity, construction and effect of
this Agreement will be determined in
accordance with the laws of the State of
Washington, without giving effect to
principles of conflict of laws, and
applicable federal law.
PLAN SUMMARY The plan summary for the Plan is available
for you to view and/or print on AT&T
Wireless's Intranet site at
xxxx://xxxxxx.xxxx.xxxxx.xxx/Xxx/Xxxxx
Options/docs/LongTermIncentiveAdjustment
Plan.doc. You may also request a hard copy
of the plan summary by calling (425)
580-5973.
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By your signature below, you agree that the Restricted Stock Units are granted
under and governed by the terms of this Agreement, the Plan and the AT&T
Wireless Noncompetition Guidelines. By your signature below, you also consent to
the receipt of the Plan, the plan summary, the proxy statement and the annual
report through AT&T Wireless's Intranet site.
ACCEPTED BY: AT&T WIRELESS SERVICES, INC.
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Employee Date
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