The benefits
under this Plan are offered by AT&T Inc.
(“AT&T”) to persons who have been identified by
AT&T as executive officers under Rule 3b-7 of the Securities
Exchange Act of 1934 (“Executive Officers”).
Administration of Plan . The Plan or the benefits hereunder
may be modified or terminated by the Human Resources Committee in
its sole discretion at any time.
Except to the
extent otherwise provided herein, the Vice President responsible
for Human Resources (or the successor to such position) shall be
the Administrator of the Plan and will administer the Plan,
interpret, construe and apply its provisions in accordance with its
terms. The Administrator, in his or her sole discretion,
may establish, adopt or revise rules, as he or she may deem
necessary or advisable for the administration of the Plan,
including the allocation or limitation of benefits.
The
Administrator may adopt another plan, not to exceed the benefits
included herein, for the benefit of such other employees or former
employees of Employers as the Administrator may determine in his or
her sole discretion, on such terms and conditions as the
Administrator shall determine. The Administrator may,
from time to time, revise the plan solely to increase the financial
limits on benefits, not to exceed the corresponding proportional
increase in the consumer price index from January 1, 2003,
through the date of change.
All decisions
of the Administrator shall be final and binding unless the Board of
Directors or its delegate should determine otherwise.
No
Employment Rights . Nothing herein shall constitute a
contract of continuing employment or in any manner obligate
AT&T or any Executive Officer to continue the employment
relationship of, or obligate an Executive Officer to continue in
the service of AT&T or any Affiliate.
Non-Transferability . No recipient of benefits under this
Plan nor any other person shall have any right to sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey any of the benefits hereunder, or
any part thereof, which are, and all rights to which are, expressly
declared to be unassignable and non-transferable.
Notice . Any notice required or permitted to
be given to the Administrator under the Plan shall be sufficient if
in writing and hand delivered, or sent by certified mail, to the
principal office of AT&T, directed to the attention of the
Senior Executive Vice President-Human Resources. Any
notice required or permitted to be given to any other person shall
be sufficient if in writing and hand delivered, or sent by
certified mail, to the person at the person's last known mailing
address as reflected on the records of his or her employing
company. Notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on
the postmark or on the receipt for certification.
Validity . In the event any provision of this
Plan is held invalid, void or unenforceable, the same shall not
affect, in any respect whatsoever, the validity of any other
provision of this plan.
Applicable
Law . This
Plan shall be governed and construed in accordance with the laws of
the State of Texas to the extent not preempted by the Employee
Retirement Income Security Act of 1974, as amended, and regulations
thereunder ("ERISA").
Automobile . Each Executive Officer may receive
the use of a four-door automobile or an automobile allowance and
expenses associated with the operation of the
automobile. The Administrator shall determine the amount
of the allowance for each Executive Officer provided that the
allowance shall not exceed $2,000 per month.
Executive
Protection . Based upon the concern for the
security of Executive Officers, the need to secure their optimum
availability for business purposes and to permit uninterrupted
communications between them, the Executive Officers are authorized
to receive home security services, and, whenever feasible, to use
AT&T provided aircraft in connection with business travel and
to use such aircraft for the personal travel of Executive Officers
where the Chief Executive Officer, in his or her sole discretion,
deems such use appropriate because of similar
considerations.
Retirement. Upon the Retirement of an Executive
Officer, he or she may receive up to an additional amount for
financial consulting reasonably in connection with his/her
Retirement, as follows: In any given year, 1. for
retirements occurring from January 1 through June 30 (inclusive),
the amount will be $20,000 in the calendar year of retirement; 2.
for retirements occurring from July 1 through November 30
(inclusive), the amount will be $10,000 in the calendar year of
retirement and $10,000 in the immediately following calendar year;
and 3. For retirements occurring from December 1 through December
31 (inclusive), the amount will be $20,000 in the year following
retirement. After the Retirement of an Executive Officer
he or she shall continue to receive the communications, financial
counseling and estate planning benefits until his or her
death. After the death of an Executive Officer or
Retired Executive Officer, his or her survivor shall receive the
communications benefit for 6 billing cycles and shall receive the
financial counseling and estate planning benefits for the remainder
of the year of death and the immediately following calendar year.
LOYALTY CONDITIONS
This Section
applies to Executive Officers who are actively employed on or after
January 1, 2010.
Executive
Officers acknowledge that no coverage and benefits would be
provided under this Plan on and after January 1, 2010 but for the
loyalty conditions and covenants set forth below, and that the
conditions and covenants herein are a material inducement to
AT&T’s willingness to sponsor the Plan and to offer Plan
coverage and benefits for the Executive Officers on or after
January 1, 2010. Accordingly, as a condition of
receiving coverage and any Plan benefits on or after January 1,
2010, each Executive Officer is deemed to agree that he shall not,
without obtaining the written consent of AT&T in advance,
participate in activities that constitute engaging in competition
with AT&T or engaging in conduct disloyal to AT&T, as those
terms are defined in this Section. Further,
notwithstanding any other provision of this Plan, all coverage and
benefits under this Plan on and after January 1, 2010 with respect
to an Executive Officer and his or her Dependents shall be subject
in their entirety to the enforcement provisions below if the
Executive Officer, without the Administrator’s consent
partici
