<PAGE>
EXHIBIT 10zz
FORM
OF BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN
2006 PERFORMANCE SHARES AWARD
TERMS AND CONDITIONS
(total shareholder return)
1. General. These Terms and Conditions constitute a part of the
2006
Performance Shares Award Agreement (this "Agreement") pursuant to
which Employee
is granted Performance Shares under the BellSouth Corporation Stock
and
Incentive Compensation Plan as amended June 28, 2004.
2. Performance Cycle. The Performance Cycle with respect to the
Award
shall be the three consecutive calendar year period commencing
January 1, 2006,
and ending December 31, 2008.
3. Performance Objectives. The Performance Objectives applicable to
the
Award shall be those financial performance criteria, and the
targeted level or
levels of performance with respect to such criteria, as set forth
on Exhibit "A"
attached hereto and incorporated herein by this reference.
4. Payments.
(a) Administrator's Determination. At the end of the
Performance Cycle, the Administrator shall determine the number
of
Performance Shares earned under this Agreement, between zero (0)
and
1.5 times the number of Performance Shares in the Award, based upon
the
levels of achievement of the Performance Objectives during the
Performance Cycle (the "Performance Shares Earned"). The
Compensation
Committee shall make this determination, which shall be certified
in
writing and shall be final, conclusive and binding upon BellSouth
and
Employee.
(b) Payment for Performance Shares Earned. Employee shall be
paid in cash an amount determined by multiplying the number of
Performance Shares Earned by the end of period share price defined
as
the average of closing prices quoted on the New York Stock
Exchange
(NYSE) for all trading days during the period beginning on October
1,
2008 and ending on December 31, 2008 (the "EOP Share Price").
The
amount so determined shall be paid as soon as administratively
practicable after the certification by the Compensation Committee,
but
in no event later than two and one-half (2 1/2) months following
the
end of the Performance Cycle.
(c) Dividends. In addition, Employee shall be paid an amount
determined by multiplying the number of Performance Shares Earned
by
the amount of cash dividends that were paid on one Share (acquired
on
the first day of the Performance Cycle) during the Performance
Cycle.
This amount shall be
paid as soon as administratively practicable
1
<PAGE>
after the certification by the Compensation Committee, but in no
event
later than two and one-half (2 1/2) months following the end of
the
Performance Cycle.
5. Death, Disability or Retirement. In the event of a termination
of
Employee's employment with BellSouth or any Subsidiary, or any
employer
described in Paragraph 11 (also referred to herein as a
"Subsidiary"), during
the Performance Cycle by reason of: (i) death of Employee; (ii)
"Disability" (as
defined in the Plan); or (iii) retirement which entitles Employee
to a service
pension or service benefit under the terms of the BellSouth
Personal Retirement
Account Pension Plan or the BellSouth Supplemental Executive
Retirement Plan,
respectively, or a retirement pension under any alternative plan
maintained by
Employee's employer which BellSouth determines to be comparable to
such a
service pension or service benefit, and not for "Cause" (as defined
in the
Plan), Employee or his or her Beneficiary, as the case may be,
shall be entitled
to prorated payments under this Agreement. Such payments shall
equal the sum of
(a) and (b):
(a) the product of (x) the amount described in Paragraph 4(b)
above, multiplied by (y) a fraction, the numerator of which is
the
number of whole or partial calendar months elapsed between January
1,
2006, and the date of Employee's termination of employment, and
the
denominator of which is thirty-six (36); such amount to be paid at
the
times described in Paragraph 4(b) above; and
(b) the amount determined by multiplying the number of
Performance Shares Earned by the amount of cash dividends that
were
paid on one Share (acquired on the first day of the Performance
Cycle)
through the date of Employee's termination of employment; such
amount
to be paid at the time described in Paragraph 4(c) above.
6. Change in Control. Notwithstanding anything to the contrary in
this
Agreement, in the event of a "Change in Control" (as defined in the
Plan), (i)
the Performance Cycle described in Paragraph 2 above shall end on
the last day
of the calendar quarter most recently preceding (or coincident
with) the
occurrence of the Change in Control (referred to hereinafter as the
"Modified
Performance Cycle"), (ii) Employee shall be entitled to a payment
equal to the
amount determined for the Modified Performance Cycle pursuant to
Paragraph 4(b)
above, with the EOP Share Price for purposes of this Paragraph 6
defined as the
average of closing prices quoted on the NYSE for all trading days
during the
90-day period immediately preced
