EXHIBIT 10-S
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Vice President Compensation and 8th Floor
Benefits
Phone 303 858.3748 Englewood, CO 80112
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Vice President Law 5th Floor
Phone 303 858.5854 Englewood, CO 80112
November 15, 1999
[NAME]
Chairman, President and Chief Executive Officer
MediaOne Group, Inc.
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Re: Change of Control Agreement
Dear [NAME]:
As you know, MediaOne Group, Inc. ("MediaOne") has agreed to merge with
AT&T Corp. ("AT&T"). This letter agreement is being entered into in connection
with the Agreement and Plan of Merger (the "Agreement"), dated as of May 6,
1999, by and among MediaOne, AT&T, and Meteor Acquisition, Inc. (AT&T and Meteor
Acquisition, Inc. are, collectively, the "Company"). Pursuant to the Agreement,
among other things, MediaOne will merge with and into the Company (the
"Merger"), subject to the terms and conditions set forth in the Agreement.
The purpose of this letter agreement is to confirm our mutual
understandings and agreements with regard to the Change of Control Agreement, as
amended, between the you (the "Executive"), and MediaOne dated as of [DATE] (the
"Change of Control Agreement"), as it relates to the Executive. Capitalized
terms which are used but not defined herein shall have the meanings ascribed to
such terms in the Change of Control Agreement.
Within thirty (30) business days of the date of this letter agreement ,
▇▇▇▇▇▇▇▇ agrees to pay , and the Executive agrees to accept payment of, the
amounts described under the heading "Total Accelerated Payments" on the schedule
attached hereto as Exhibit 1 (the "Total Accelerated Payments").
The Executive agrees, on Executive's behalf and on behalf of Executive's
heirs, assigns, executors, administrators and legal representatives, that upon
the Executive's receipt of the Total Accelerated Payments, the Additional Pay
payable (or that will become payable) under Section IV(b) of the Change of
Control Agreement will be reduced by the amount of the Total Accelerated
Payments (without interest from the time of the initial payment). Each of the
Company, MediaOne and the Executive agrees that the receipt by the Executive of
the Total Accelerated Payments shall be without prejudice to any other provision
of the Change of Control Agreement, including, without limitation, rights to
payments and other benefits due to the Executive (other than the Total
Accelerated Payments) pursuant to Section IV of the Change of Control Agreement,
and that nothing in this letter agreement shall have any effect whatsoever on
the rights of the Executive to receive from the Company or MediaOne gross-up and
reimbursement with respect to Excise Taxes as set forth in Section IV(e) of the
Change of Control Agreement.
In the event that after receipt by the Executive of the Total Accelerated
Payments (i) the Merger is not consummated pursuant to the Agreement; ii) the
Executive's employment is terminated by MediaOne or the Company for Cause or
(iii) the Executive's employment is terminated by the Executive prior to the
expiration of the Ninety Day Period other than for Good Reason, death or
disability, Executive agrees, on Executive's behalf and on behalf of Executive's
heirs, assigns, executors, administrators and legal representatives, to
reimburse MediaOne for an amount equal to the Total Accelerated Payments within
ten (10) business days following either the termination of the Agreement (for
any reason), or such termination of Executive, as the case may be, and subject
to receipt of a loan from MediaOne as provided herein, (the "Reimbursement").
Within the time set for Reimbursement and at Executive's sole election, in order
to assist Executive in making such Reimbursement, MediaOne shall lend to
Executive an amount equal to the sum total of any and all federal, state and
local taxes previously withheld on behalf of or paid by Executive ("Initial Tax
Amount") with regard to receipt of the Total Accelerated Payments, and Executive
shall deliver a promissory note to MediaOne in a form reasonably satisfactory to
both parties under which Executive shall agree to repay such loan by paying
MediaOne, the Initial Tax Amount at the time and to the extent Executive obtains
any tax refund or reduction in taxes by reason of making Reimbursement to
MediaOne .
In the event that the Executive is or becomes liable for any taxes,
including, without limitation, any interest or penalties imposed with respect to
such taxes with respect to (x) the loan arrangement contemplated by this letter
agreement or (y) the Total Accelerated Payments that would not have been payable
had such Total Accelerated Payments been made pursuant to the terms of and at
the time or times provided in the Change of Control Agreement (including,
without limitation, by reason of (i) the Executive's inability to fully deduct
for Federal, state and local tax purposes all or any portion of the
reimbursement (ii) the imposition of any state or local taxes or (iii) a
reduction in tax rate or other change in law that has the effect of increasing
the amount of taxes that would have been otherwise payable) (an "Executive Tax
Liability"), the Company and MediaOne shall indemnify the Executive, on an
after-tax basis, from and against any such Executive Tax Liability and expenses
(including, without limitation, attorney, accountant, and expert witness fees)
incurred in connection with the preparation and filing of tax returns or any
action, suit, claim, liability or proceeding (a "Claim") arising by reason of
this letter agreement, including, without limitation, any audit or other
proceeding relating to the defense of an Executive Tax Liability and any related
Claims of third parties, whether or not the Merger is consummated. In addition,
the Company and MediaOne shall compensate the Executive for the time involved in
the defense and settlement of Claims at a rate of $500 per hour. Any payments
required pursuant to this paragraph shall be made within thirty business days
after written demand therefor from the Executive.
Except as expressly set forth herein, this letter agreement shall not be
deemed to affect or modify any provision of the Change of Control Agreement.
This letter agreement may not be amended or terminated without the prior written
consent by an authorized officer of MediaOne and the Executive. This letter
agreement may be executed in any number of counterparts which together shall
constitute but one agreement. This letter agreement may not be assigned by any
party hereto and shall be binding on and inure to the benefit of their
respective successors and, in the case of the Executive, heirs and other legal
representatives.
Each of the Company, MediaOne and the Executive has caused this letter
agreement to be duly executed as of the date first above written.
AGREED AND ACCEPTED:
By: ____________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman, Human Resources and
Executive Succession Committee of
the Board of Directors
By: ____________________________________
(Chief Executive Officer)
EXHIBIT 10-T
FORM OF
AMENDMENT TO
CHANGE OF CONTROL LETTER AGREEMENT
BETWEEN
MEDIAONE GROUP, INC.
AND
[CHIEF EXECUTIVE OFFICER]
THIS AMENDMENT, dated as of October 20, 1999 (the "Amendment"), is made by and
between MediaOne Group, Inc. and __________________________ ("Executive").
RECITALS
WHEREAS, Executive and MediaOne Group, Inc. entered into a change of control
agreement set forth in a letter dated July 16, 1998 (the "Agreement"), a
copy of which is attached to this Amendment;
WHEREAS, in connection with the merger of MediaOne Group, Inc. into an
affiliate of AT&T Corp. ("AT&T") pursuant to their May 6, 1999, merger
agreement, AT&T has agreed to certain changes in the Agreement in order to
facilitate the merger of the companies;
NOW THEREFORE, in consideration of the mutual terms and conditions set forth in
this Amendment, MediaOne Group, Inc. (for itself and its successors) and
Executive hereby agree to the following changes in the Agreement:
Agreement
1. The first sentence of Section I(h) concerning the definition of the term
Cause is revised to read as follows:
"For purposes of this Agreement, "Cause" shall mean Executive's willful
breach or failure to perform his employment duties, provided, however,
that solely for the purposes of the proposed merger of the Company
into AT&T Corp. ("AT&T") pursuant to that certain Agreement and Plan
of Merger, dated as of May 6, 1999, by and among the Company, AT&T
Corp. and Meteor Acquisition, Inc. (the "AT&T Merger"), following the
effective time of the AT&T Merger, "Cause" shall be limited to
Executive's commission of a felony related to employment with the
Company or its successor."
2. The following language is inserted as a proviso after the word "Company"
at the end of Section 1(x) concerning the Retirement of an executive:
"; provided, however, that if Executive's termination from employment
qualifies as voluntary for Good Reason or as involuntary without
Cause, neither the fact that Executive is also eligible for retirement
benefits (including without limitation any right under an individual
agreement or otherwise to be treated as if he was eligible for
retirement benefits), nor the fact that Executive applies to receive
such retirement benefits, shall be considered as a basis for
withholding payments or benefits that would otherwise be provided
under the terms of this Agreement."
3. The following language is added as subsection (iii) of Section I(bb)
concerning the termination date in the event of an executive's death:
"(iv) In the event of Executive's death, the date Executive died."
4. In Section III(a) concerning eligibility for payments and benefits under
the Agreement:
(a) The following language is inserted as a new sentence following the
first sentence:
"Notwithstanding anything to the contrary in this Agreement, solely
for the purposes of the proposed AT&T Merger, in the event of death
or Disability of Executive following a Change of Control, Executive,
or in the case of death, Executive's Beneficiaries (as defined below
in Subsection VI(b)), shall receive the benefits to which Executive
or his Beneficiaries are entitled to under Section IV of this
Agreement and any and all retirement plans, pension plans, disability
policies and other applicable plans, programs, policies, agreements
or arrangements of the Company ("Change of Control Benefits"),
provided, however, in the event the AT&T Merger is not consummated,
Executive or his Beneficiaries shall not be entitled to any Change of
Control Benefits except to the extent otherwise entitled to such
benefits in the absence of a Change of Control.
(b) The existing second sentence is revised to read as follows:
"For purposes of this Agreement, "Termination" shall mean termination
of Executive's employment that is not as a result of Executive's
Retirement, death or Disability (other than death or Disability
occurring on or after a Change of Control related to the AT&T Merger)
and (x) if by the Company, is not for Cause, or (y) if by the
Executive, is for Good Reason, or (z) if by reason of death or
Disability, is a result of death or Disability occurring on or after
a Change of Control related to the AT&T Merger."
5. The third sentence in the first paragraph of Section III(b) concerning
notices of termination is revised to read as follows:
"If after a Change of Control Executive's employment shall be
terminated by the Company for Cause or by Executive for other than
Good Reason, the Company shall pay Executive his full base salary
through the Termination Date at the salary level in effect immediately
prior to the effective date of the AT&T Merger and shall pay any
amounts to be paid to Executive pursuant to any other compensation or
stock or stock option plan(s), program(s) or employment agreement(s)
then in effect, and the Company shall have no further obligations to
Executive under this Agreement."
6. The second sentence of the second paragraph of Section III(b) concerning
payments during the pendency of certain disputes shall be revised to read
as follows:
"Notwithstanding the pendency of any such dispute, the Company will
continue to pay Executive his full compensation including, without
limitation, base salary, bonus, incentive pay and equity grants, in
effect immediately prior to the effective date of the AT&T ▇▇▇▇▇▇,
and continue Executive's participation in all benefit plans or other
perquisites in which Executive was participating, or which he was
enjoying, immediately prior to the effective date of the AT&T Merger,
until the dispute is finally resolved."
7. In the first sentence of Section IV(a), regarding the payment of standard
benefits, the following clause shall be inserted after the term
"Termination Date" at the end of the introductory sentence and before the
colon:
", provided the Company may in its sole discretion elect to accelerate
payment of the amounts listed in clauses (ii) and (iii), below, to a
date prior to Executive's Termination Date."
8. Solely for the purposes of the AT&T Merger, in Section IV(b) concerning
the payment of additional payments: (i) the term "Termination Date" is
replaced by "Change of Control" in each place other than the second
sentence, as amended in paragraph 11 of this Amendment, and (ii) the word
"Termination" is replaced by "Change of Control." In the event the AT&T
Merger is not consummated, Section IV(b) shall revert back to the language
in effect immediately prior to this Amendment.
9. The second sentence in Section IV(b) concerning the payment of additional
payments is revised to read as follows:
"The Company shall pay the Additional Pay to Executive in a lump sum,
in cash, not later than the fifteenth calendar day following the
Termination Date, provided, the Company may in its sole discretion
elect to accelerate payment of the Additional Pay to a date prior to
Executive's Termination Date."
10. The first two sentences of Section IV(d) concerning health care
benefits are revised in their entirety to read as follows:
"Following the Termination Date, the Company shall continue to provide
for the lifetime of Executive, or in the case of death, the lifetime
of Executive's surviving spouse or domestic partner, substantially
the same level of health, vision and dental benefits, including,
without limitation, surviving spouse and domestic partner benefits,
to Executive and Executive's eligible dependents that the Company
would provide to Executive and Executive's eligible dependents if
Executive were first eligible for retiree health, vision and dental
benefits immediately prior to the effective time of the AT&T Merger,
regardless of whether such retiree health, vision and dental benefit
plan(s) continue for any other employee or retiree. The eligibility
of Executive's dependents shall be determined by the terms of any
retiree health, vision and dental benefit plan(s) or program(s) in
effect immediately prior to the effective time of the AT&T Merger."
11. The third sentence of Section IX concerning miscellaneous provisions
is revised to read as follows:
"No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in (i) this Agreement,
(ii) the change of control/non-compete payments memo, (iii) the
accelerated payments letter, (iv) the best payment amendments, and (v)
the release agreement."
12. The following language is added as Section XIII concerning Executive's
non-competition obligation:
"XIII. Non-Compete.
(a) Obligation. Solely for the purposes of the AT&T Merger,
Executive acknowledges that reasonable limits on his ability to
engage in activities competitive with the Company are warranted.
Accordingly, subject to Board approval of the Non-Compete Fee (as
defined below), Executive agrees that during one year from the
effective date of the AT&T Merger (the "Term"), he shall not, without
the express prior written consent of the Company, be employed in his
general area of expertise in a management or executive capacity by
any of the local exchange companies specifically identified in
Attachment 1 to this Amendment or any of the multi channel video
programming distribution companies specifically identified in
Attachment 2 to this Amendment ("Non-Compete Obligation").
(b) Fees. Subject to Board approval, for and in complete
consideration of Executive's full and faithful performance of the
Non-Compete Obligation, Company agrees to pay Executive a fee in the
amount of _______________ Dollars ($____________) (the "Non-Compete
Fee") on Executive's Termination Date in immediately available funds,
provided, however, the Company may in its sole discretion elect to
accelerate payment of the Non-Compete Fee to a date prior to
Executive's Termination Date.
(c) Early Termination. The Non-Compete Obligation shall
terminate prior to the expiration of the Term, upon the occurrence of
any one of the following events:
(i) Upon Executive's death;
(ii) Upon thirty (30) days written notice from Company to
Employee.
In the event of an early termination of the Non-Compete Obligation,
neither Executive nor Executive's Beneficiaries shall have any
obligation to repay the Non-Compete Fee to the Company.
13. Except as expressly modified by this Amendment, the terms and conditions
of each Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, Executive and MediaOne Group, Inc. have executed this
Amendment, in duplicate, as of the date set forth above.
MediaOne Group, Inc.
By: __________________________________ _________________________________
▇▇▇▇▇ ▇. ▇▇▇▇ [Chief Executive Officer]
Chairman, Human Resources and
Executive Succession Committee of
the Board of Directors
ATTACHMENT 1
Local Exchange Companies
SBC Corp (including Pacific Telesis and Ameritech)
Bell Atlantic (including NYNEX and Southern New England Telephone)
Bell South
GTE
Sprint
U S WEST (including Quest)
ATTACHMENT 2
Multi Channel Video Programming Distribution
DirecTV
Echostar
RCN
SBC
Bell South
Bell Atlantic
GTE
Seren Innovations
Sprint
MCI/Worldcom
---------------------------
EXHIBIT 10-U
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Chairman, President & CEO Englewood, CO ▇▇▇▇▇-▇▇▇▇
Phone 303 858.5885
November 15, 1999
[NAME]
[Senior Executive Officer]
MediaOne Group, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Change of Control Agreement
Dear [NAME]:
As you know, MediaOne Group, Inc. ("MediaOne") has agreed to merge with
AT&T Corp. ("AT&T"). This letter agreement is being entered into in connection
with the Agreement and Plan of Merger (the "Agreement"), dated as of May 6,
1999, by and among MediaOne, AT&T, and Meteor Acquisition, Inc. (AT&T and Meteor
Acquisition, Inc. are, collectively, the "Company"). Pursuant to the Agreement,
among other things, MediaOne will merge with and into the Company (the
"Merger"), subject to the terms and conditions set forth in the Agreement.
The purpose of this letter agreement is to confirm our mutual
understandings and agreements with regard to the Change of Control Agreement, as
amended, between the you (the "Executive"), and MediaOne dated as of July 16,
1998 (the "Change of Control Agreement"), as it relates to the Executive.
Capitalized terms which are used but not defined herein shall have the meanings
ascribed to such terms in the Change of Control Agreement.
Within thirty (30) business days of the date of this letter agreement,
▇▇▇▇▇▇▇▇ agrees to pay, and the Executive agrees to accept payment of, the
amounts described under the heading "Total Accelerated Payments" on the schedule
attached hereto as Exhibit 1 (the "Total Accelerated Payments").
The Executive agrees, on Executive's behalf and on behalf of Executive's
heirs, assigns, executors, administrators and legal representatives, that upon
the Executive's receipt of the Total Accelerated Payments, the Additional Pay
payable (or that will become payable) under Section IV(b) of the Change of
Control Agreement will be reduced by the amount of the Total Accelerated
Payments (without interest from the time of the initial payment). Each of the
Company, MediaOne and the Executive agrees that the receipt by the Executive of
the Total Accelerated Payments shall be without prejudice to any other provision
of the Change of Control Agreement, including, without limitation, rights to
payments and other benefits due to the Executive (other than the Total
Accelerated Payments) pursuant to Section IV of the Change of Control Agreement,
and that nothing in this letter agreement shall have any effect whatsoever on
the rights of the Executive to receive from the Company or MediaOne gross-up and
reimbursement with respect to Excise Taxes as set forth in Section IV(e) of the
Change of Control Agreement.
In the event that after receipt by the Executive of the Total Accelerated
Payments (i) the Merger is not consummated pursuant to the Agreement; (ii) the
Executive's employment is terminated by MediaOne or the Company for Cause or
(iii) the Executive's employment is terminated by the Executive prior to the
expiration of the Ninety Day Period other than for Good Reason, death or
disability, Executive agrees, on Executive's behalf and on behalf of Executive's
heirs, assigns, executors, administrators and legal representatives, to
reimburse MediaOne for an amount equal to the Total Accelerated Payments within
ten (10) business days following either the termination of the Agreement (for
any reason), or such termination of Executive, as the case may be, and subject
to receipt of a loan from MediaOne as provided herein, (the "Reimbursement").
Within the time set for Reimbursement and at Executive's sole election, in order
to assist Executive in making such Reimbursement, MediaOne shall lend to
Executive an amount equal to the sum total of any and all federal, state and
local taxes previously withheld on behalf of or paid by Executive ("Initial Tax
Amount") with regard to receipt of the Total Accelerated Payments, and Executive
shall deliver a promissory note to MediaOne in a form reasonably satisfactory to
both parties under which Executive shall agree to repay such loan by paying
MediaOne, the Initial Tax Amount at the time and to the extent Executive obtains
any tax refund or reduction in taxes by reason of making Reimbursement to
MediaOne.
In the event that the Executive is or becomes liable for any taxes,
including, without limitation, any interest or penalties imposed with respect to
such taxes with respect to (x) the loan arrangement contemplated by this letter
agreement or (y) the Total Accelerated Payments that would not have been payable
had such Total Accelerated Payments been made pursuant to the terms of and at
the time or times provided in the Change of Control Agreement (including,
without limitation, by reason of (i) the Executive's inability to fully deduct
for Federal, state and local tax purposes all or any portion of the
reimbursement (ii) the imposition of any state or local taxes or (iii) a
reduction in tax rate or other change in law that has the effect of increasing
the amount of taxes that would have been otherwise payable) (an "Executive Tax
Liability"), the Company and MediaOne shall indemnify the Executive, on an
after-tax basis, from and against any such Executive Tax Liability and expenses
(including, without limitation, attorney, accountant, and expert witness fees)
incurred in connection with the preparation and filing of tax returns or any
action, suit, claim, liability or proceeding (a "Claim") arising by reason of
this letter agreement, including, without limitation, any audit or other
proceeding relating to the defense of an Executive Tax Liability and any related
Claims of third parties, whether or not the Merger is consummated. In addition,
the Company and MediaOne shall compensate the Executive for the time involved in
the defense and settlement of Claims at a rate of $500 per hour. Any payments
required pursuant to this paragraph shall be made within thirty (30) business
days after written demand therefor from the Executive.
Except as expressly set forth herein, this letter agreement shall not be
deemed to affect or modify any provision of the Change of Control Agreement.
This letter agreement may not be amended or terminated without the prior written
consent by an authorized officer of MediaOne and the Executive. This letter
agreement may be executed in any number of counterparts which together shall
constitute but one agreement. This letter agreement may not be assigned by any
party hereto and shall be binding on and inure to the benefit of their
respective successors and, in the case of the Executive, heirs and other legal
representatives.
Each of the Company, MediaOne and the Executive has caused this letter
agreement to be duly executed as of the date first above written.
AGREED AND ACCEPTED:
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, President and CEO
By: ____________________________________
Senior Executive Officer
EXHIBIT 10-V
[FORM OF]
CHANGE OF CONTROL LETTER AGREEMENT
BETWEEN
MEDIAONE GROUP, INC.
AND
[SENIOR EXECUTIVE OFFICER]
THIS AMENDMENT, dated as of October 20, 1999 (the "Amendment"), is made by
and between MediaOne Group, Inc. and _______________________ ("Executive").
RECITALS
WHEREAS, Executive and MediaOne Group, Inc. entered into a change of control
agreement set forth in a letter dated July 16, 1998 (the "Agreement"), a
copy of which is attached to this Amendment;
WHEREAS, in connection with the merger of MediaOne Group, Inc. into an affiliate
of AT&T Corp. ("AT&T") pursuant to their May 6, 1999, merger agreement,
AT&T has agreed to certain changes in the Agreement in order to facilitate
the merger of the companies;
NOW THEREFORE, in consideration of the mutual terms and conditions set forth in
this Amendment, MediaOne Group, Inc. (for itself and its successors) and
Executive hereby agree to the following changes in the Agreement:
AGREEMENT
1. The first sentence of Section I(h) concerning the definition of the term
Cause is revised to read as follows:
"For purposes of this Agreement, "Cause" shall mean Executive's willful
breach or failure to perform his employment duties, provided, however,
that solely for the purposes of the proposed merger of the Company
into AT&T Corp. ("AT&T") pursuant to that certain Agreement and Plan
of Merger, dated as of May 6, 1999, by and among the Company, AT&T
Corp. and Meteor Acquisition, Inc. (the "AT&T Merger"), following the
effective time of the AT&T Merger, "Causez" shall be limited to
Executive's commission of a felony related to employment with the
Company or its successor."
2. The following language is inserted as a proviso after the word "Company"
at the end of Section 1(x) concerning the Retirement of an executive:
"; provided, however, that if Executive's termination from employment
qualifies as voluntary for Good Reason or as involuntary without
Cause, neither the fact that Executive is also eligible for retirement
benefits (including without limitation any right under an individual
agreement or otherwise to be treated as if he was eligible for
retirement benefits), nor the fact that Executive applies to receive
such retirement benefits, shall be considered as a basis for
withholding payments or benefits that would otherwise be provided
under the terms of this Agreement."
3. The following language is added as subsection (iii) of Section I(bb)
concerning the termination date in the event of an executive's death:
"(iv) In the event of Executive's death, the date Executive died."
4. The following language is added as Section I(cc) concerning the ninety (90)
day period following the closing of the AT&T merger:
"(cc) Ninety Day Period. The meaning of this term is set forth in
Subsection III(a)."
5. In Section III(a) concerning eligibility for payments and benefits under
the Agreement:
(a) The following language is inserted as a new sentence following the
first sentence:
"Notwithstanding anything to the contrary in this Agreement, solely
for the purposes of the proposed AT&T Merger, in the event of death
or Disability of Executive following a Change of Control, Executive,
or in the case of death, Executive's Beneficiaries (as defined below
in Subsection VI(b)), shall receive the benefits to which Executive
or his Beneficiaries are entitled to under Section IV of this
Agreement and any and all retirement plans, pension plans, disability
policies and other applicable plans, programs, policies, agreements
or arrangements of the Company ("Change of Control Benefits"),
provided, however, in the event the AT&T Merger is not consummated,
Executive or his Beneficiaries shall not be entitled to any Change of
Control Benefits except to the extent otherwise entitled to such
benefits in the absence of a Change of Control."
(b) The existing second sentence is revised to read as follows:
"For purposes of this Agreement, "Termination" shall mean termination
of Executive's employment that is not as a result of Executive's
Retirement, death or Disability (other than death or Disability
occurring on or after a Change of Control related to the AT&T Merger)
and (x) if by the Company, is not for Cause, or (y) if by the
Executive, is for Good Reason, or (z) if by reason of death or
Disability, is a result of death or Disability occurring on or after
a Change of Control related to the AT&T Merger."
6. The following sentence is added to the end of Section III(a) concerning
eligibility for payments and benefits under the Agreement:
"Notwithstanding anything to the contrary in this Agreement, ninety
(90) days following the effective date of the AT&T Merger "Ninety Day
Period"), all conditions precedent to entitlement to the benefits
afforded upon a termination without Cause or for Good Reason under
this Agreement shall be deemed satisfied in full and Executive shall
be entitled to the benefits provided in Section IV hereof upon the
subsequent termination of his employment with the Company, for any
reason whatsoever other than for Cause, within three (3) years after
the effective date of the AT&T Merger. Accordingly, following the
expiration of the Ninety Day Period, "Termination" shall mean a
termination of Executive's employment for any reason whatsoever other
than for Cause, including, without limitation, termination by
Executive other than for Good Reason."
7. The third sentence in the first paragraph of Section III(b) concerning
notices of termination is revised to read as follows:
"If after a Change of Control, but prior to the expiration of the
Ninety Day Period Executive's employment shall be terminated by the
Company for Cause or by Executive for other than Good Reason, the
Company shall pay Executive his full base salary through the
Termination Date at the salary level in effect immediately prior to
the effective date of the AT&T Merger and shall pay any amounts to be
paid to Executive pursuant to any other compensation or stock or stock
option plan(s), program(s) or employment agreement(s) then in effect,
and the Company shall have no further obligations to Executive under
this Agreement."
8. The second sentence of the second paragraph of Section III(b) concerning
payments during the pendency of certain disputes shall be revised to read
as follows:
"Notwithstanding the pendency of any such dispute, the Company will
continue to pay Executive his full compensation including, without
limitation, base salary, bonus, incentive pay and equity grants, in
effect immediately prior to the effective date of the AT&T ▇▇▇▇▇▇,
and continue Executive's participation in all benefit plans or other
perquisites in which Executive was participating, or which he was
enjoying, immediately prior to the effective date of the AT&T Merger,
until the dispute is finally resolved."
9. In the first sentence of Section IV(a), regarding payment of standard
benefits, the phrase "rate in effect at the time the Notice of Termination
is given" is replaced with the following:
"rate in effect immediately prior to the effective date of the AT&T
Merger"
10. Solely for the purposes of the AT&T Merger, in Section IV(b) concerning
the payment of additional payments: (i) the term a "Termination Date" is
replaced by "Change of Control" in each place other than the second
sentence, as amended in paragraph 11 of this Amendment, and (ii) the word
"Termination" is replaced by "Change of Control." In the event the AT&T
Merger is not consummated, Section IV(b) shall revert back to the language
in effect immediately prior to this Amendment.
11. The second sentence in Section IV(b) concerning the payment of additional
payments is revised to read as follows:
"The Company shall pay the Additional Pay to Executive in a lump sum,
in cash, not later than the fifteenth calendar day following the
Termination Date, provided, the Company may in its sole discretion
elect to accelerate payment of the Additional Pay to a date prior to
Executive's Termination Date."
12. Section IV(d) concerning health care benefits is revised in its entirety to
read as follows:
"Following the Termination Date, the Company shall continue to
provide for the lifetime of Executive, or in the case of death, the
lifetime of Executive's surviving spouse or domestic partner,
substantially the same level of health, vision and dental benefits,
including, without limitation, surviving spouse and domestic partner
benefits, to Executive and Executive's eligible dependents that the
Company would provide to Executive and Executive's eligible
dependents if Executive were first eligible for retiree health, vision
and dental benefits immediately prior to the effective time of the A
T&T Merger, regardless of whether such retiree health, vision or
dental benefit plan(s) continue for any other employee or retiree. The
eligibility of Executive's dependents shall be determined by the terms
of any retiree health, vision and dental benefit plan(s) or program(s)
in effect immediately prior to the effective time of the AT&T Merger."
13. The following language is added as Section XII concerning defenses AT&T
may raise with respect to payments and benefits under the Agreement:
"XII. AT&T Defenses.
Notwithstanding anything to the contrary in the preceding terms
of this Agreement, solely for the purposes of the AT&T Merger, the
Company shall not and, following the effective time of the AT&T
Merger, neither AT&T nor any of its affiliates or Subsidiaries shall
assert any defenses with respect to the payments and benefits to be
provided under this Agreement by reason of Executive's termination,
including without limitation whether a Change of Control has occurred
and whether or not Executive's termination was for Cause, other than
the following:
(a) Ninety Day Period. During the Ninety Day Period, a
defense may be asserted as to whether Executive's termination was
for Good Reason, and as to whether Executive committed a felony
(related to employment with the Company or its successor) after
the effective time of the AT&T ▇▇▇▇▇▇ as to which a termination
for Cause was applicable; and
(b) Post-Ninety Day Period. With respect to termination of
employment after expiration of the Ninety Day Period , the only
defense that may be asserted shall be whether Executive committed
a felony (related to employment with the Company or its
successor) after the effective time of the AT&T Merger as to
which a termination for Cause was applicable."
14. The third sentence of Section IX concerning miscellaneous provisions is
revised to read as follows:
"No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in (i) this Agreement,
(ii) the bonus/change of control/non-compete payments memo, (iii) the
accelerated payments letter, (iv) the best payment amendments, and (v)
the release agreement."
15. The following language is added as Section XIII concerning Executive's non-
competition obligation:
"XIII. Non-Compete.
(a) Obligation. Solely for the purposes of the AT&T Merger,
Executive acknowledges that reasonable limits on his ability to
engage in activities competitive with the Company are warranted.
Accordingly, subject to Board approval of the Non-Compete Fee
(as defined below), Executive agrees that during _______ year(s)
from the effective date of the AT&T Merger (the "Term"), he shall
not, without the express prior written consent of the Company, be
employed in a management or executive capacity by any of the
local exchange companies specifically identified in Attachment 1
to this Amendment or any of the multi channel video programming
distribution companies specifically identified in Attachment 2
to this Amendment ("Non-Compete Obligation").
(b) Fees. Subject to Board approval, for and in complete
consideration of Executive's full and faithful performance of the
Non-Compete Obligation, Company agrees to pay Executive a fee in
the amount of _______________ Dollars ($____________) (the "Non-
Compete Fee") on Executive's Termination Date in immediately
available funds, provided, however, the Company may in its sole
discretion elect to accelerate payment of the Non-Compete Fee to
a date prior to Executive's Termination Date.
(c) Early Termination. The Non-Compete Obligation shall termin-
ate prior to the expiration of the Term, upon the occurrence of
any one of the following events:
(i) Upon Executive's death;
(ii) Upon thirty (30) days written notice from Company to
Employee.
In the event of an early termination of the Non-Compete Obligation,
neither Executive nor Executive's Beneficiaries shall have any
obligation to repay the Non-Compete Fee to the Company."
16. Except as expressly modified by this Amendment, the terms and conditions
of each Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, Executive and MediaOne Group, Inc. have executed this
Amendment, in duplicate, as of the date set forth above.
MediaOne Group, Inc.
[/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
______________________________
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ [Senior Executive Officer]
Chairman, President and CEO
Date: ______________________ Date: _____________________
ATTACHMENT 1
Local Exchange Companies
SBC Corp (including Pacific Telesis and Ameritech)
Bell Atlantic (including NYNEX and Southern New England Telephone)
Bell South
GTE
Sprint
U S WEST (including Quest)
ATTACHMENT 2
Multi Channel Video Programming Distribution
DirecTV
Echostar
RCN
SBC
Bell South
Bell Atlantic
GTE
Seren Innovations
Sprint
MCI/Worldcom
------------------------------------------
