Exhibit 10pp.v
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SUPPLEMENTAL BENEFIT AGREEMENT
This Agreement, entered into effective as of July 1, 1994, between
XXXXX X. XXXXXX (the "Officer") and PACIFIC TELESIS GROUP, a Nevada
corporation ("PTG"),
W I T N E S S E T H:
WHEREAS the Officer and PTG entered into an Employment Agreement
effective as of July 1, 1994 (the "Employment Agreement"), and agreed on
certain supplemental pension benefits as described in a letter dated June 16,
1994, from J. R. Xxxxxx to Officer (the "June 16 letter"), and
WHEREAS the Officer and PTG wish to supplement the June 16 letter with a
formal agreement in order to reconcile any possible conflicts between the June
16 letter and the Employment Agreement and to clarify any ambiguities in the
supplemental pension benefits to be provided to the Officer:
Now, Therefore, the parties agree as follows:
Section 1. PRIOR AGREEMENTS.
The agreements made in the June 16 letter regarding supplemental pension
benefits are hereby terminated and replaced by this Agreement. This Agreement
shall not supersede or limit, and shall not be superseded or limited by, the
Employment Agreement.
Section 2. AMOUNT OF SUPPLEMENTAL PENSION BENEFIT.
(a) If the Officer ceases to be employed by PTG or any affiliate of PTG
on or after the Officer completes five (5) "Years of Service" as such term is
defined in the Pacific Telesis Group Pension Plan for Salaried Employees (the
"Pension Plan"), then the Officer shall be entitled to a pension paid by PTG
equal to a percentage of his Basic Compensation as set forth in the table
below, up to a maximum of fifty percent (50%) (assuming such pension is
payable as an individual-life annuity).
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Completed Percentage of
Years of Service Basic Compensation
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1 0
2 0
3 0
4 0
5 12.25
6 14.70
7 17.15
8 19.60
9 22.05
10 24.50
11 26.95
12 29.40
13 31.85
14 34.30
15 36.75
16 39.20
17 41.65
18 44.10
19 46.55
20 49.00
21 50.00
(Maximum of 50.00%)
(b) For all purposes under this Agreement, the term "Basic Compensation:
shall mean the average annual salary actually received during the Compensation
Period plus the average standard short-term award for the Officer's position
rate for the Compensation Period, before the application of any deferral
elections under plans or programs sponsored by PTG (or its affiliates). The
term "Compensation Period" shall mean the last 60 months of employment by PTG
or any affiliate of PTG.
(c) The amount of any pension benefit payable under this Agreement shall
be reduced (not below zero) by the amount of any pension benefits payable
under the Pacific Telesis Group Executive Non-Qualified Pension Plan, the
Pacific Telesis Group Supplemental Executive Retirement Plan, the Pacific
Telesis Group Mid-Career Pension Plan, the pension portion of the Pacific
Telesis Group Senior Management Long Term Disability and Survivor Protection
Plan and the Pension Plan.
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Section 3. FORM OF SUPPLEMENTAL PENSION BENEFITS.
(a) By filing an election with the Compensation and Personnel Committee
of the Board of Directors of PTG (the "Committee"), the Officer may elect to
receive the pension described in Section 2 in any of the forms available for
benefits under the Pension Plan; provided, however, that any single sum
cashout payment of a benefit hereunder is expressly subject to the Committee's
discretion to pay in a form other than a single sum. Unless the Officer
elects otherwise in accordance with the preceding sentence, the pension
described in Section 2 shall be in the form of a joint-and-survivor annuity.
Such annuity shall be payable first to the Officer and then to his spouse, if
she survives him. The amount of the pension payable as a joint-and-survivor
annuity for the Officer's life shall be equal to 90% of the pension computed
in Section 2, and 50% of the reduced amount shall be payable to his spouse (if
she survives him) for her lifetime.
(b) Pension payments under Section 2 shall be payable in a manner
consistent with the rules concerning the payment of benefits under the Pension
Plan. For this purpose, the Officer's pension effective date shall be deemed
to be the day following the date when termination of employment with PTG or
any affiliate of PTG occurs. Survivor benefits shall be determined in a
manner consistent with the rules concerning the payment of such benefits under
the Pacific Telesis Group Executive Non-Qualified Pension Plan.
Section 4. PLAN AMENDMENTS.
This Agreement shall not limit any right of PTG or its affiliates to
modify at any time their benefit plans, the benefit plans they participate in
or the benefits they provide to employees or former employees, provided that
no modification shall reduce the benefits described in this Agreement.
Section 5. CONSTRUCTION AND ENFORCEMENT.
(a) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision hereof.
(b) The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California.
(c) Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration pursuant to section
12(g) of the Employment Agreement.
Section 6. MISCELLANEOUS PROVISIONS.
(a) There shall be no right of setoff or counterclaim with respect to
any claim, debt or obligation against payments to the Officer under this
Agreement.
(b) The rights of any person to payments or benefits under this
Agreement shall not be made subject to option or assignment, either by
voluntary or involuntary assignment or operation of law, including (without
limitation) bankruptcy, garnishment, attachment or other creditor's process,
and any action in violation of this Subsection (b) shall be void.
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(c) All payments made pursuant to this Agreement shall be subject to
withholding of applicable taxes.
Section 7. EFFECTIVE DATE.
This Agreement shall be effective upon its execution.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of Pacific by its duly authorized officer, as of the day and year
first above written.
PACIFIC TELESIS GROUP
By: /s/ J. R. Xxxxxx
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Executive Vice-President -
Human Resources
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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