Exhibit 10.13
[AT&T WIRELESS LOGO]
AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN
EXECUTIVE NONSTATUTORY STOCK OPTION AGREEMENT AND TERMS AND CONDITIONS
(Capitalized terms not otherwise defined in this Option 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 option (the "Option") to purchase Shares of
AT&T Wireless common stock from AT&T Wireless Services, Inc. ("AT&T Wireless")
at the per Share price indicated in this Option Agreement. The Option is subject
to the terms and conditions of the Plan, and to the additional terms and
conditions set forth in this Option Agreement.
▇▇▇▇ ▇▇▇ OPTIONEE ID XXXXXXXXX
Address Line 1 SOCIAL SECURITY NUMBER (US ONLY) xxx-xx-xxxx
Address Line 2 PLAN ID
Address Line 3
Address ▇▇▇▇ ▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇
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GRANT DATE Month/Date/Year
▇▇▇▇▇ ▇▇▇▇▇ $xx.xxxx
NUMBER OF SHARES GRANTED X,xxx
GRANT EXPIRATION DATE Month/Date/Year
(This "Grant Expiration Date" is generally
ten years from the grant date and is the
date upon which the Option expires unless
it sooner terminates upon certain
terminations of your employment as
provided in this Option Agreement.)
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GRANT VESTING DATE(S) Six Months After
(date optionee can first exercise a Grant Date 25%
portion of the Option)
At the End of Each
Quarter Thereafter 6.25%
SHARES AVAILABLE ON VESTING All Shares will be rounded down to the
DATE(S) nearest whole Share, and all rounded
Shares will become exercisable in the
final period.
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TERMINATION PROVISIONS The Option may vest, expire or be
forfeited on or prior to the Grant
Expiration Date as follows:
RETIREMENT Upon your termination of employment or
services, prior to the Grant Expiration
Date, due to retirement upon attainment of
age and AT&T Wireless net credit service
(as determined by the Committee in its
sole discretion) requirements as follows:
Age AND AT&T Wireless net credit service of
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55 10 years
the Option will continue to VEST AND BE
EXERCISABLE UNTIL THE GRANT EXPIRATION
DATE.
DISABILITY Upon your termination of employment or
services, prior to the Grant Expiration
Date, under an AT&T Wireless approved
disability plan (as determined by the
Committee in its sole discretion), the
Option will continue to VEST AND BE
EXERCISABLE UNTIL THE GRANT EXPIRATION
DATE.
DEATH Upon your termination of employment or
services by reason of death, or if you die
following a termination of employment or
services due to retirement or disability,
then your estate or legal representative
will have the right to exercise any
portion of the Option that is outstanding
(whether or not then exercisable) on the
date of your death, UNTIL THE EARLIER OF
36 MONTHS FROM YOUR DATE OF DEATH OR THE
GRANT EXPIRATION DATE.
REDUCTION IN FORCE OR OTHER Upon your termination of employment or
RESTRUCTURING services, prior to the Grant Expiration
Date, due to a reorganization or other
organizational change or restructuring of
AT&T Wireless operations that results in
the elimination of your position, the
VESTED PORTION OF THE OPTION AS OF THE
DATE OF YOUR TERMINATION WILL BE
EXERCISABLE UNTIL THE EARLIER OF 36 MONTHS
FROM THE DATE OF YOUR TERMINATION OR THE
GRANT EXPIRATION DATE.
LEAVE OF ABSENCE If you are placed on a military leave or
other approved leave of absence (as
determined by the Committee in its sole
discretion), the Option will continue to
vest and be exercisable under its terms as
if you remained an active employee, unless
the Committee in its sole discretion
determines otherwise.
ALL OTHER TERMINATIONS Upon your termination of employment for
any reason other than as described above,
whether voluntary or involuntary, the
Option will be IMMEDIATELY CANCELLED TO
THE EXTENT NOT THEN VESTED AND
EXERCISABLE. ANY PORTION OF THE OPTION
THAT IS VESTED AND EXERCISABLE UPON YOUR
TERMINATION DATE WILL REMAIN EXERCISABLE
UNTIL THE EARLIER OF THE NINETIETH DAY
AFTER THE DATE OF TERMINATION OR THE GRANT
EXPIRATION DATE, unless the Committee in
its sole discretion determines otherwise.
It is your responsibility to be aware of
the date on which the Option terminates.
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IMPORTANT: CONTINUED ON REVERSE
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TRANSFER BETWEEN AT&T This will not be considered a termination
WIRELESS AND AN AFFILIATE OR of your employment.
VICE VERSA
DISCHARGE FOR CAUSE Upon your termination of employment or
services for Cause, or if the Committee
determines that you engaged in misconduct
in connection with your employment or
services, the Option will be immediately
cancelled.
COMPETITION The Option 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 which 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,
if the Option continues after a Change in
Control, the Option, including any option
that results from the assumption of or
substitution for the Option in connection
with the Change in Control, will not
become fully vested and exercisable as of
the date a Change in Control is determined
to have occurred; provided, however, that
such Option will become fully vested and
exercisable 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 Option 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 Option 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 Option 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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EXERCISE PROCESS The Option or any portion thereof (which
number will be at least 50 or the number
of Shares that may then be exercised under
the Option, whichever is less) may be
exercised only upon payment of the
exercise price thereof in full, and in
accordance with procedures established by
the AT&T Wireless Board or the Committee.
Payment must be made in any combination of
(a) cash; (b) Shares of AT&T Wireless
common stock having a Fair Market Value,
as determined in accordance with
procedures established by the Committee,
on the date of exercise equal to the
aggregate exercise price of the Shares as
to which the Option is being exercised;
provided, however, that, unless otherwise
determined by the Committee, any Shares
surrendered as payment must have been
owned by you at least six months prior to
the date of exercise; or (c) to the extent
permitted by law, by a broker-assisted
cashless exercise. Exercise of the Option
will take effect on the date the notice of
exercise, in good order, and payment of
the exercise price and applicable tax
withholdings are actually received in
accordance with the procedures established
by the AT&T Wireless Board or the
Committee.
DELIVERY OF SHARES Within a reasonable period after the
Option is exercised, AT&T Wireless 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 you exercised
the Option. Neither you nor your legal
representative will be, or have any of the
rights and privileges of, a stockholder of
AT&T Wireless in respect of any Shares
purchasable upon the exercise of the
Option, in whole or in part, unless and
until book entry has been made or
certificates have been issued for such
Shares.
TRANSFERABILITY The Option is not transferable by you
otherwise than by will or the laws of
descent and distribution, and during your
lifetime the Option may be exercised only
by you or your guardian or legal
representative.
BENEFICIARY You may, in accordance with procedures
established by the Committee, designate
one or more beneficiaries to receive all
or part of the Option in case of your
death, and you may change or revoke such
designation at any time. In the event of
your death, any portion of the Option that
is subject to such a designation (to the
extent such designation is valid and
enforceable under applicable law) will be
distributed to such beneficiary or
beneficiaries in accordance with this
Option Agreement. Any other portion of the
Option will be distributable to your
estate. If there is any question as to the
legal right of any beneficiary to receive
a distribution hereunder, the Shares in
question may be purchased by and
distributed to your estate, in which event
neither AT&T Wireless nor any Affiliate
will have any further liability to anyone
with respect to such Shares.
EMPLOYMENT RIGHTS Neither the Plan nor this Option Agreement
will be construed as giving you the right
to be retained in the employ or service of
AT&T Wireless or any Affiliate.
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OTHER CORPORATE PROVISIONS If AT&T Wireless determines, on advice of
counsel, that the listing, registration or
qualification of the Shares upon 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 the
exercise of the Option, no portion of the
Option may be exercised 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 Option Agreement
and the Plan by the AT&T Wireless Board or
the Committee will be final and
conclusive.
This Option 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.
AT&T Wireless may withhold or require you
to pay any applicable withholding or other
employment taxes due upon the exercise of
the Option. 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 the exercise of the
Option; provided, however, that the value
of such withheld Shares does not exceed
the employer's minimum required tax
withholding rate.
The validity, construction and effect of
this Option 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
▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇/
StockOptions/docs/LongTermIncentive
AdjustmentPlan.doc. You may also request a
hard copy of the plan summary by calling
(▇▇▇) ▇▇▇-▇▇▇▇.
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By your signature below, you agree that the Option is granted under and governed
by the terms of this Option 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.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Employee Date ▇▇▇▇ ▇▇▇▇▇▇
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