Exhibit
10-rr
CINGULAR
WIRELESS
LONG
TERM COMPENSATION PLAN
(As
Amended and Restated
Effective
as of November 1, 2007)
1.0
Purpose.
The
purpose of the Cingular Wireless Long Term Compensation Plan
(the “Plan”) is to provide Executives and
Non-Executives with long term compensation as set forth in the
Plan and subject to additional objectives and requirements
that may be determined and set forth by the Administrator. The
Plan, originally effective January 1, 2002, was amended and
restated in its entirety effective January 1, 2003, and
January 1, 2004, and is further amended and restated in its
entirety effective January 1, 2005 as set forth
herein.
2.0
Definitions.
Each
term set forth in this Section 2.0 shall have the respective
meaning set forth opposite such term for purposes of this
Plan, and when the defined meaning is intended the term is
capitalized.
“Administrator”
means the Board, the Compensation Committee, or the Company
Administrator, as applicable.
“AT&T”
means AT&T Inc.
“Award”
means a final award payable under Section 6.0 following
approval by the Administrator.
“BellSouth”
means BellSouth Corporation.
“Beneficiary”
means the person designated by an Executive to receive any
Award paid following the Executive's death as determined
pursuant to Section 8.2.
"Board
" means the Board of Directors of the Cingular Wireless
Corporation.
“Cause”
means willful and gross misconduct on the part of a
Participant that is materially and demonstrably detrimental to
the Company (or any subsidiary or affiliate of the Company) as
determined by the Company in its sole discretion.
"Chief
Executive Officer" means the Chief Executive Officer of the
Company.
“Chief
Financial Officer” means the Chief Financial Officer of
the Company.
“Chief
Operating Officer” means the Chief Operating Officer of
the Company.
"Code"
means the Internal Revenue Code of 1986, as amended from time
to time.
"Compensation
Committee" means a committee of the Board which
satisfies the requirement of Section 162(m)(4)(C)(i) of the
Code and has responsibility for oversight of the
Company’s compensation and benefits
programs.
"Company"
means Cingular Wireless LLC, a Delaware limited liability
company.
“Company
Administrator” means the Chief Executive Officer or a
person designated by the Chief Executive Officer 1) to
administer the Plan for Executives other than the Chief
Executive Officer, the Chief Operating Officer, the Chief
Financial Officer and Executives who are direct reports to the
Chief Executive Officer, the Chief Operating Officer and the
Chief Financial Officer, and 2) to administer the Plan for
Non-Executives.
"Consolidated
EBITDA" means consolidated earnings before interest, taxes,
depreciation and amortization for the Plan Year for which an
Award based on Performance Units or Performance Stock Units is
paid, as determined through the audited consolidated statement
of income of the Company, adjusted to omit the effects of
extraordinary items, gain or loss on the disposal of a
business segment (other than provisions for operating losses
or income during the phase-out period), unusual or
infrequently occurring events and transactions that have been
publicly disclosed and the cumulative effects of changes in
accounting principles, all as determined in accordance with
generally accepted accounting principles.
“Corporation”
means Cingular Wireless Corporation, a Delaware
corporation.
“Covered
Employee” means a Participant whom the Compensation
Committee deems may be or become a “covered
employee,” as defined in Section 162(m)(3) of the Code,
for any Plan Year that such Award may result in remuneration
to the Participant and for which Plan Year such Participant
may receive remuneration over $1 million which would not be
deductible under Section 162(m) of the Code but for the
provisions of the Plan and any other “qualified
performance-based compensation” plan (as defined under
Section 162(m) of the Code of the Company; provided, however,
that the Compensation Committee may determine that a
Participant has ceased to be a Covered Employee prior to
payment of any Award.
“Disability”
means being eligible for and approved for Long Term Disability
benefits under the Company’s group long term disability
plan for employees.
“Dividend
Equivalent Payments” means a cash payment equal to the
dividends paid on a common share of BellSouth or AT&T
stock during the Performance Period. The
Administrator shall determine when dividend equivalent
payments are to be paid.
“Executive”
means any executive employee of the Company or any Subsidiary
who is a member of the executive compensation group under the
Company's compensation practices and who is identified by the
Administrator, in its sole discretion, as eligible to
participate in the Plan, and is notified by the Administrator
that he is eligible to participate in the Plan.
“Fair
Market Value” shall mean the closing price on the New
York Stock Exchange (“NYSE”) for Shares on the
relevant date, or if such date was not a trading day, the next
preceding trading date, all as determined by the
Administrator. A trading day is any day that the
Shares are traded on the NYSE. In lieu of the
foregoing, the Administrator may select any other index or
measurement to determine the Fair Market Value of the Shares
under the Plan.
“Grant or
Grants” means a grant of Performance Units, Performance
Stock Units, Restricted Stock Units or SA Units to a
Participant from the Administrator pursuant to the provisions
of Section 6.0 of the Plan.
“Non-Executive”
means any employee that is not a member of the executive
compensation group under the Company’s compensation
practices and who is identified by the Administrator , in its
sole discretion, as eligible to participate and who is
notified by the Administrator that his is an eligible
participant in the Plan.
“Participant”
means any Executive or Non-Executive who is eligible to
participate in this Plan as determined by the Administrator
and is notified in writing by the Administrator that he is
eligible to participate in the plan. Individuals
classified, according to the Company’s personnel or
other records, as leased employees, independent contractor,
temporary agency employees or temporary employees shall not be
eligible to participate in the Plan, even if they are deemed
to be common law employees.
“Performance
Stock Units” or “PS Units” shall mean units
granted to Participants with the value of each unit determined
by the stock prices of a Share of common stock of BellSouth
and AT&T as of the Valuation Date pursuant to Section 6.1
of the Plan. Each Performance Stock Unit shall be eligible to
receive Dividend Equivalent Payments as determined by the
Administrator. Performance Stock Units do not have
any ownership or voting rights related to the underlying
Shares of common stock of BellSouth or AT&T.
“Performance
Units” shall mean cash units awarded to Participants
pursuant to this Plan.
"Plan"
means this Cingular Wireless Long Term Incentive Plan, as
amended from time to time.
“Plan
Year” means the calendar year.
“Retirement”
means the termination of employment for reasons other than
Death or Disability, on or after the date on which (1) the
Participant is first eligible, upon Termination of Employment,
for retiree health coverage in accordance with the terms of
the Company’s health plan (or the health plans of
AT&T Inc. ("AT&T") or BellSouth Corporation
("BellSouth") with respect to certain Participants who
transferred from BellSouth and AT&T to Cingular Wireless
LLC ("Cingular") as part of the formation of Cingular and met
certain age and service requirements at the time of their
contribution to Cingular and whose retiree health coverage
will be provided by either BellSouth or AT&T) all as
determined by the Company’s health plan and the
administrator of such plan, in its sole discretion, (2) a
Participant (who is also a participant in the AT&T 2006
Incentive Plan) is considered by AT&T Inc. to be eligible
for “Retirement,” for purposes of the AT&T
2006 Incentive Plan or (3) the Participant is eligible to
retire under any other guidelines established by the
Administrator.
“Restricted
Stock Units” or “RS Units” shall mean units
granted to Participants with the value of each unit determined
by the stock prices of a Share of common stock of BellSouth
and AT&T as of the Valuation Date pursuant to Section 6.3
of the Plan. Each Restricted Stock Unit shall be eligible to
receive Dividend Equivalent Payments as determined by the
Administrator. Restricted Stock Units do not have
any ownership or voting rights related to the underlying
Shares of common stock of BellSouth or AT&T.
“SA
Units” or “Stock Appreciation Units” shall
mean the stock appreciation units granted to Participants
pursuant to Section 6.2 of the Plan.
“SA
Unit Exercise Date” means the date on which exercise of
a SA Unit occurs under the Plan.
“SA
Unit Exercise Price” means the Fair Market Value of a
Share on the SA Unit Exercise Date.
“SA
Unit Grant Date” means the date on which a SA Unit is
granted to a Participant under the Plan.
“SA
Unit Grant Price” means the Fair Market Value of a Share
on the SA Unit Grant Date.
“Shares”
means shares of common stock of BellSouth or AT&T, as
applicable, under Section 6.2 of the Plan. When
granting Restricted Stock Units, Performance Stock Units, or
SA Units, the Administrator, in its discretion, shall
determine the percentage of each Performance Stock Unit,
Restricted Stock Unit or SA Unit that is attributable to
BellSouth Shares and AT&T Shares,
respectively.
"Subsidiary"
means any corporation, joint venture or partnership in which
the Cingular Wireless owns directly or indirectly (i) with
respect to a corporation, stock possessing at least ten
percent ( 10% ) of the total combined voting power of all
classes of stock in the corporation, or (ii) in the case of a
joint venture or partnership, a ten percent ( 10% ) or more
interest in the capital or profits of such joint venture or
partnership.
“Termination
of Employment” means the event where the Participant is
no longer an employee of the Company or of any Subsidiary or
member of the Company’s controlled group of corporations
or entities as determined by the Code.
“Valuation
Date” shall mean the date on which the Valuation Price
of each Restricted Stock Unit or Performance Stock Unit is
determined.
“Valuation
Price” shall mean the value of each Restricted Stock
Unit or Performance Stock Unit based on the average of the
closing prices on the New York Stock Exchange
(“NYSE”) for Shares for the 10 trading days
preceding the Valuation Date. A trading day is any
day that the Shares are traded on the NYSE. In lieu
of the foregoing, the Administrator may select any other 10
day trading period to determine the value of each Restricted
Stock Unit or Performance Stock Unit.
3.0
Effective
Date.
The
Plan was originally effective beginning for Awards granted for
the 2002 Plan Year. The Plan was amended and
restated effective January 1, 2003 and January 1, 2004, and
further amended and restated as set forth herein effective
January 1, 2005 and shall remain in effect until terminated by
the Board.
4.0
Administration.
This
Plan shall be administered by the Board or Compensation
Committee, as applicable, for the Chief Executive Officer, the
Chief Operating Officer, the Chief Financial Officer and any
Executive who is a direct report to the Chief Executive
Officer, the Chief Operating Officer, and the Chief Financial
Officer. The Plan shall be administered by the
Company Administrator for all other Executives and
Non-Executives. The Administrator shall
(a) determine who is an eligible Participant under the Plan,
(b) determine the number of Grants made under the Plan to each
Participant, (c) determine the Performance Goals (as defined
in Section 6.1(d) for determining Awards, (d) determine the
terms and conditions of all Grants under the Plan, (e)
determine the Fair Market Value of Shares, (f) approve and
provide for payment for all Awards, (g) establish the
Valuation Date and the Valuation Price, (h) interpret the
Plan, and (i) make all other decisions relating to the
operation of the Plan. The Administrator’s actions and
determinations under the Plan shall be completely at its sole,
absolute and final discretion, and all such actions and
determinations shall be final and binding on all
persons. No Administrator shall be personally
liable for any action, determination, or interpretation with
respect to the Plan or Awards. All Administrators
shall be protected and indemnified by the Company, to the
fullest extent permitted by applicable law, in respect of any
such action, determination or interpretation. The
Administrator may adopt such regulations and guidelines as it
deems are necessary or appropriate for the administration of
the Plan.
5.0
Eligibility
.
Participants
shall be eligible for Awards under this Plan. Executives are
not rendered ineligible by reason of being a member of the
Board. The Administrator may establish such additional rules
for eligibility as it determines are appropriate. The actual
payment of an Award to any eligible Participant
shall be at the discretion of the Administrator as provided in
Sections
