EX-10 3 exh10beightkcebc.txt RESTRICTED STOCK UNIT AWARD AGREEMENT AT&T 2004 Long Term Incentive Program Restricted Stock Unit Award Agreement [GRAPHIC OMITTED] ****EMPLOYEE MUST ACCEPT ELECTRONICALLY ON OR BEFORE [date] OR FORFEIT THIS AWARD**** Pursuant to Section 10 of the AT&T 2004 Long Term Incentive Program (the "Plan") of AT&T Corp. ("AT&T" or the "Company"), and in accordance with the terms and conditions of the Plan, a copy of which is available to you*, and your agreement to the further terms, conditions and restrictions set forth below, you have been granted, as of the date of grant set forth below, a number of restricted stock units ("Restricted Stock Units"), as set forth below. Each Restricted Stock Unit, upon termination of the restrictions related thereto and any elected deferral period related to this grant, will be converted into one share of AT&T common stock ("Share"). The Plan is hereby incorporated by reference and made a part hereof. The grant and this Agreement are subject to all terms and conditions of the Plan, and the parties agree to be bound by the terms thereof. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. The Committee shall have the right, in its discretion, to alter or amend the Plan and this Agreement, from time to time, consistent with the terms of the Plan. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. -------------------------------------------------------------------------------- Participant -------------------------------------------------------------------------------- Social Security Number This data is specific to participant and -------------------------------------------------------------------------------- Number of Restricted Stock is located on award listing in Units Granted electronic account. -------------------------------------------------------------------------------- Date of Grant -------------------------------------------------------------------------------- Subject to your continued employment with AT&T or one of its Affiliates and subject to early vesting ("Early Vesting") in certain circumstances as set forth in this Agreement, the Restricted Stock Units shall vest and become nonforfeitable as follows (each, a "Scheduled Vesting Date"): Scheduled o 50% of this Restricted Stock Unit Award will vest on Vesting the second anniversary date of this grant; Dates o 25% of this Restricted Stock Unit Award will vest on the third anniversary date of this grant; and o the final 25% of this Restricted Stock Unit Award will vest on the fourth anniversary date of this grant. All Shares will be rounded down to the nearest whole Share and all rounded Shares will become vested in the final period. -------------------------------------------------------------------------------- This Restricted Stock Unit Award Agreement (this Effectiveness "Agreement") shall be effective only if and when AT&T of Agreement receives your electronic acceptance of the terms of this Agreement as required below. -------------------------------------------------------------------------------- Fair Market Value shall mean the average of the high and low per Share sale prices of AT&T common stock trading on the Fair Market New York Stock Exchange on any date of determination (or, if Value no sales are reported on such date, the average of the high and low per Share sale prices of AT&T common stock trading on the New York Stock Exchange on the next trading date), or as defined under applicable law for non-U.S. jurisdictions. -------------------------------------------------------------------------------- As soon as administratively practicable after any Restricted Stock Units vest (or to the extent applicable, expiration of any elected deferral period for vested Restricted Stock Units), and subject to the income tax withholding provisions Book Entry described below, AT&T will deliver to you or your legal of Shares representative a statement reflecting ownership of the corresponding Shares in book entry form. You are responsible for complying with any securities and exchange control laws or any other legal requirements applicable to you in connection with the vesting and/or distribution of Shares in respect of the Restricted Stock Units. -------------------------------------------------------------------------------- A cash payment in an amount equal to the dividend payable on one Share, on the record date for such dividend, will be made to you for each Restricted Stock Unit held by you that has not been forfeited, cancelled or converted to a Share in accordance with ordinary payroll practices as soon as Dividend reasonably practicable following such dividend record date, Equivalent provided that in non-U.S. jurisdictions where such payment Payments may result in negative tax consequences to the participant, then at the Company's election, a single cash payment may be made for the entire dividend equivalent amount payable in respect of this award of Restricted Stock Units upon the expiration of the final Scheduled Vesting Date or applicable Early Vesting. Applicable withholding taxes shall be deducted from any such dividend equivalent payments. -------------------------------------------------------------------------------- * AT&T employees should access the Corporate Forms Library in the AT&T Workforce Services web site for these documents. -------------------------------------------------------------------------------- You may irrevocably elect, in accordance with policies adopted by the Committee, to defer the distribution of all Deferral or any portion of the Restricted Stock Unit that you Election otherwise would have become entitled to receive upon each Scheduled Vesting Date pursuant to the terms of this Agreement. -------------------------------------------------------------------------------- You agree that the Company is not responsible for the tax consequences to you of the granting or vesting of the Restricted Stock Units and the distribution of Shares in respect thereof, and that it is your responsibility to consult with a personal tax advisor regarding all matters with respect to the tax consequences of the granting and vesting of the Restricted Stock Units and the distribution of Shares in respect thereof. Upon vesting of Restricted Income Tax Stock Units (or to the extent applicable, upon distribution Withholding following an elected deferral period), AT&T (or your local Requirements employer, as applicable) shall determine and report to the (Applicable to proper taxing authorities the ordinary income recognized by all participants) you based on the number of Restricted Stock Units vesting on such date multiplied by the Fair Market Value on such date. AT&T (and your local employer, as applicable) shall have the right to deduct or cause to be deducted from, or collect or cause to be collected with respect to, the vesting of any Restricted Stock Units granted hereunder, distribution of Shares or payment of dividend equivalent amounts, any federal, state, or local taxes and/or social insurance contributions required by law to be withheld or paid with respect to such vesting, distribution and or payment, and you or your legal representative or beneficiary hereby consent to such deductions. Subject to applicable securities laws, AT&T (and your local employer, as applicable) is authorized to automatically withhold an appropriate number of vested Shares to satisfy such tax and/or social insurance withholding and distribute only the net number of Shares to you. -------------------------------------------------------------------------------- Termination of Your termination of employment from the Company or one of Employment and its Affiliates, will cause all Restricted Stock Units not this Restricted previously vested to be cancelled effective upon your Stock Unit Award termination date, except as described below: Agreement normal retirement a) upon termination of employment after the attainment of age and AT&T service equal to: Age and AT&T service of Any age 30 years 50 25 years 55 20 years 65 10 years; the Restricted Stock Units shall be subject to Early Vesting in part and be cancelled in part. The portion of the Restricted Stock Units that will be subject to Early Vesting will be calculated by using the proration provision set forth below, and the remaining portion of the Restricted Stock Units will be cancelled effective on the date of termination. under an FMP, b) upon termination of employment, under the AT&T Force sale, divestiture, Management Program or the AT&T E-Band and Officer Level or outsourcing separation plans; or due to the sale, divestiture or outsourcing of your business unit or position from AT&T, the Restricted Stock Units shall be subject to Early Vesting in part and be cancelled in part. The portion of the Restricted Stock Units that will be subject to Early Vesting will be calculated by using the proration provision set forth below, and the remaining portion of the Restricted Stock Units will be cancelled effective on the date of termination. Death c) Upon termination of employment due to death, or or disability disability entitling you to Company provided long term disability benefits under a Company provided long term disability plan, the Restricted Stock Units will be subject to Early Vesting in part and be cancelled in part. The portion of the Restricted Stock Units that will be subject to Early Vesting will be calculated by using the proration provision described below; and the remaining portion of the Restricted Stock Units will be cancelled effective on the date of termination. -------------------------------------------------------------------------------- Not withstanding anything to the contrary, any portion of this Restricted Stock Unit that becomes subject to vesting prior to a Scheduled Vesting Date in accordance with the Early termination of employment provisions of this Agreement, as Vesting set forth above, will be determined weekly by AT&T and processed by the recordkeeper as soon as practicable following verification of termination of employment by AT&T. No distribution of Shares with respect to such Early Vesting of Restricted Stock Units shall occur prior to verification of termination of employment by AT&T. -------------------------------------------------------------------------------- Effective upon your qualifying termination of employment from the Company or one of its Affiliates, as set forth above in the termination of employment provisions of this Agreement, the portion of the Restricted Stock Units that Proration of are subject to Early Vesting will be calculated by (i) this Restricted multiplying the total number of Restricted Stock Units Stock Award Unit granted under this Agreement by a fraction the numerator of which is equal to the full number of months** of employment from the date of grant to the date of your termination of employment, and the denominator of which is number of months from the date of grant of this Restricted Stock Unit to the final Scheduled Vesting Date, (ii) and then subtracting any portion of the Restricted Stock Units that had previously vested. ** Terminations on or after the 16th of a month will be treated as occurring at the end of the month for the proration calculation; terminations prior to the 16th of a month will be treated as occurring at the end of the previous month for the proration calculation. Fractional Shares will be rounded up to the nearest whole Share. -------------------------------------------------------------------------------- In the case of your death, any distribution of Shares in respect of the Restricted Stock Units granted hereunder shall be made to your estate. You may, in accordance with procedures established by the Committee, designate one or more beneficiaries to receive all or part of any distribution to be made hereunder in case of your death, and Distribution you may change or revoke such designation at any time. In upon Death the event of your death, any distribution hereunder that is subject to such a designation (to the extent such designation is valid and enforceable under applicable law) shall be made to such beneficiary or beneficiaries in accordance with this Agreement. If there shall be any question as to the legal right of any beneficiary to receive a distribution hereunder, the amount in question shall be distributed to your estate, in which event neither AT&T nor any Affiliate shall have any further liability to anyone with respect to such distribution. -------------------------------------------------------------------------------- Transfer to or from AT&T and any Affiliate, shall not be Transfer or considered a termination of employment for purposes of this Leave of Agreement. Nor shall it be considered a termination of Absence employment for purposes of this Agreement if you are placed on a military leave or other approved leave of absence, unless the Committee shall otherwise determine. -------------------------------------------------------------------------------- At all times prior to the vesting of a Restricted Stock Unit (or to the extent applicable, the expiration of any elected Transferability deferral period), such Restricted Stock Unit shall be nontransferable and may not be pledged, assigned or alienated in any way. -------------------------------------------------------------------------------- Restricted Stock Units granted under this Agreement shall be forfeited and cancelled if, prior to any Scheduled Vesting Dates of such Restricted Stock Units, without the consent of Competition AT&T, while employed by AT&T, you establish a relationship with a competitor of the Company or engage in activity which is in conflict with or adverse to the interest of AT&T, as determined in accordance with the AT&T Non-Competition Guideline (the "Guideline"), a copy of which is available to you.* -------------------------------------------------------------------------------- Upon a Change in Control (as defined in Section 2(e) of the Change in Plan), this Restricted Stock Unit Award will vest Control immediately in full in accordance with Section 11(e) of the Plan, and the Shares in respect of such Restricted Stock Units will be distributed immediately. -------------------------------------------------------------------------------- Employment Neither the Plan nor this Agreement shall be construed as Rights giving you the right to be retained in the employ of AT&T or any Affiliate. -------------------------------------------------------------------------------- * AT&T employees should access the Corporate Forms Library in the AT&T Workforce Services web site for these documents. -------------------------------------------------------------------------------- You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, your employer and AT&T and its Subsidiaries and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that AT&T and your employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in AT&T, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, vested, unvested or outstanding in your favor, for the purpose of implementing, Data Privacy administering and managing the Plan ("Data"). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient's country may have different data privacy laws and protections than your country. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you deposit any Shares acquired upon distribution of the vested Restricted Stock Units. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing your local human resources representative. You understand that withdrawal of consent may affect your ability to realize benefits from the Restricted Stock Units. -------------------------------------------------------------------------------- Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issuance of Shares to you, any law, regulation or requirement of any governmental authority having jurisdiction shall require either the Company or you to take any action in connection with the Shares then to be issued, the issuance of such Shares shall be deferred until such action shall have been taken. Any dispute or disagreement which shall arise under, or as a result of, or pursuant to, this Agreement shall be determined by the Committee in its absolute and uncontrolled discretion, and any such determination or any other determination by the Committee under or pursuant to this Agreement and any interpretation by the Committee of the Other Corporate terms of this Agreement shall be final, binding and Provisions conclusive on all persons affected thereby. Any determinations or decisions made or actions taken arising out of or in connection with the interpretation and administration of this Agreement and the Plan by the AT&T Board of Directors or the Committee shall be final and conclusive. The AT&T Board of Directors or the Committee may amend this Agreement provided that no such amendment shall impair your rights hereunder without your consent. You shall not have the right to vote the Shares underlying the Restricted Stock Units or, except as set forth above with respect to dividend equivalents, any other rights as a holder of Shares until such time as the Restricted Stock Units shall have vested and the Shares underlying the vested Restricted Stock Units shall have been delivered to you. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of New York and applicable Federal law. -------------------------------------------------------------------------------- Please indicate your acceptance of the terms of this Restricted Stock Unit Award Agreement, as provided to you electronically, and acknowledge that you have reviewed copies of the Plan and the Guideline summary, in each case as currently in effect and available to you*, by checking the appropriate acceptance box within your Restricted Stock Unit account on this web site. You should print and retain a copy of this document for your personal records. IF YOU FAIL TO ACCEPT THE TERMS OF THIS RESTRICTED STOCK UNIT AWARD AGREEMENT ELECTRONICALLY FOR ANY REASON WHATSOEVER ON OR BEFORE [date], YOU WILL BE DEEMED TO HAVE REJECTED YOUR RESTRICTED STOCK UNIT AWARD AND YOUR AWARD WILL BE NULL AND VOID. ACCEPTED AND AGREED: /s/ Mirian Graddick-Weir ------------------------------ Employee accepts electronically, no Mirian Graddick-Weir signature required -------------------------------------------------------------------------------- AT&T Corp. Employee Signature * AT&T employees should access the Corporate Forms Library in the AT&T Workforce Services web site for these documents.