Exhibit
10-jj
AT&T PENSION
BENEFIT
MAKE UP PLAN NO.
1
Effective: January 1,
2005
Revised September 1,
2005
Amended and Restated December 31,
2008
AT&T PENSION BENEFIT MAKE
UP PLAN NO. 1
SECTION
1: Purpose and History
1.1.
Purpose . The primary purpose of the AT&T Pension
Benefit Make Up Plan No. 1 (the “Plan”) is to
supplement the benefits a Participant is entitled to receive under
a pension plan that is qualified under Code Section 401(a) and is
sponsored by AT&T Inc. (“AT&T” or the
“Company”) or one of its Subsidiaries (collectively,
the “Pension Plans”). This Plan recognizes
compensation earned by an individual who is eligible to participate
in this Plan as provided in Section 2 (a “Participant”)
that is not recognized in the determination of benefits under the
Participant’s Pension Plan, and this Plan is intended to make
up benefits that would otherwise be lost because of such Pension
Plan limitations.
The Plan is
intended to provide deferred compensation benefits by recognizing
compensation earned by a Participant that is in excess of the
amount that is recognized under Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the “Code”), and to
provide benefits to the extent such Participant’s Pension
Plan benefits are limited by the provisions of Code Section
415.
1.2.
History . The Plan is effective as of January 1,
2005, and constitutes an amendment and restatement of
the plans listed in Attachment A (the “Predecessor
Plans”). AT&T and companies whose equity
interests are owned 100%, directly or indirectly, by AT&T
(“Subsidiary”) sponsored the Predecessor Plans for the
benefit of their respective eligible employees. No
additional benefits shall accrue under the Predecessor Plans after
December 31, 2004, and benefits of Participants who terminate
employment on or after January 1, 2005 shall be paid solely under
this Plan. The Predecessor Plans were intended to
supplement participants’ Pension Plan benefits by (i)
recognizing compensation that is not eligible to be recognized for
purposes of calculating Pension Plan benefits, either as a result
of statutory limitations or Pension Plan limitations, and/or (ii)
providing benefits in excess of the limitations of Code Section
415. This Plan is intended to aggregate all of such
Predecessor Plans and provide substantially similar benefits, on a
going forward basis. Further, this Plan is intended to
satisfy the requirements of Code Section 409A, effective with
respect to amounts deferred after December 31,
2004. During the period from January 1, 2005 to
December 31, 2008, the Plan has been operated in good faith
compliance with the provisions of Code Section 409A, Internal
Revenue Service Notice 2005-1, and the final Treasury Regulations
for Code Section 409A, and any other generally applicable guidance
published in the Internal Revenue Service Bulletin with an
effective date prior to January 1, 2009. On or after
January 1, 2009, this Plan shall be interpreted and construed
consistent with the requirements of Code Section 409A and all
applicable guidance issued thereunder.
SECTION
2: Eligibility and Participation
2.1.
Eligibility . Benefit accrual in this Plan is limited to
each employee of any Subsidiary of AT&T who:
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(a)
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participates in
a Pension Plan;
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(b)
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is a General
Management level or above employee;
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(c)
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is not eligible
for benefits under the 2005 AT&T Supplemental Employee
Retirement Plan; and
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(d)
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receives types
of compensation that are used to determine the employee’s
Pension Plan benefit (e.g., base salary or short term incentive
compensation) in any calendar year, but that compensation is not
recognized for purposes of determining such employee’s
Pension Plan benefit, or whose Pension Plan benefit is limited by
Code Section 415.
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(e)
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is not an
employee of a company acquired by AT&T on or after September 1,
2005 unless designated as eligible by AT&T’s highest
ranking officer specifically responsible for human resource
matters; provided, however, effective January 1, 2009, this section
2.1(e) shall not apply to any employee who satisfies the
eligibility provisions of this section 2.1 (a), (b), (c), and (d)
and is employed by AT&T Inc. or any of its Subsidiaries on or
after January 1, 2009, other than an employee who is a participant
in the BellSouth Corporation Supplemental Executive Retirement
Plan, the AT&T Corp. Nonqualified Pension Plan, or the AT&T
Corp. Excess Pension Plan.
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2.2.
Construction of Eligibility Provisions . The eligibility
provisions of Section 2.1, above, shall be interpreted in the
broadest possible sense in order that this Plan can recognize all
base salary and short term incentive compensation, whenever earned,
for the purpose of making up any benefit that would otherwise be
lost due to the fact that the Pension Plan is unable to recognize
any such compensation in determining retirement
benefits.
2.3.
Loss of Eligibility . In the event that any Participant
ceases to satisfy the eligibility conditions of Section 2.1, such
Participant shall nevertheless continue to be eligible to receive
benefits under this Plan, however, no additional benefits shall
accrue under the Plan unless and until he or she shall re-attain
eligibility hereunder.
2.4.
Ineligible Participant . Notwithstanding any
other provision of this Plan to the contrary, if any Participant is
determined not to be “in a select group of management or
highly compensated employees” within the meaning of the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or the regulations thereunder, such
Participant shall not be eligible to continue to accrue a benefit
under this Plan on or after such date to the extent benefits
hereunder are attributable to compensation in excess of the amount
under Code Section 401(a)(17) and not attributable to the
limitations imposed by the provisions of Code Section
415.
2.5
No Duplication of Benefits . Notwithstanding any
provision of this Plan to the contrary, if a Participant ceases to
accrue benefits under this Plan and becomes eligible to receive the
equivalent of his/her benefit under this Plan pursuant to the
Pension Benefit Make Up Plan No. 2, to the extent such benefit is
paid pursuant to such other plan, no duplication of such payment
shall be made pursuant to this Plan.
SECTION
3: Amount of Plan Benefits
3.1.
Amount of Plan Benefits . Subject to the terms and
conditions of the Plan, the Plan benefits payable to, or on account
of, a Participant under the Plan as of any date shall be an amount
equal to:
(a) the
amount of the Participant’s benefit under the Pension Plan in
which he or she participates on the date of his or her termination
of employment that would have been payable to or on account of the
Participant under such Pension Plan as of that date, determined
without regard to the limitations imposed by either Code Section
401(a)(17) or 415 and determined as if all types of compensation
that are used to determine the employee’s Pension Plan
benefit (e.g., base salary and short-term incentive compensation
that the Participant is eligible to receive) were recognized for
purposes of calculating such amount;
REDUCED BY
(b) the
amount of the Participant’s benefit actually paid under the
Pension Plan in which he participates on the date of his
termination of employment.
The amount
determined under subsection (a), above, shall be calculated in the
same manner that is used for calculating the amount under
subsection (b), using the benefit calculation methodology and the
factors in effect under such Pension Plan as of the date of his
termination of empl
