EX-10 2 exh10eightk042005.txt RSTRCTD STK UNIT AWARD AGMT FOR NON-EMP DIRECTORS Exhibit 10 Appendix A [GRAPHIC OMITTED][GRAPHIC OMITTED] 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 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 AT&T Board of Directors and 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. The term "AT&T/SBC Board of Directors" as used in this Agreement (i) in the event that you have continued as a member of the Board of Directors of SBC Communications, Inc. ("SBC") after the consummation of the proposed acquisition of AT&T by SBC, shall mean the SBC Board of Directors, and (ii) in all other cases, shall mean the Board of Directors of AT&T. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. -------------------------------------------------------------------------------- Participant -------------------------------------------------------------------------------- Social Security Number xxx-xx-xxxx -------------------------------------------------------------------------------- Number of Restricted Stock Units Granted -------------------------------------------------------------------------------- Date of Grant -------------------------------------------------------------------------------- Scheduled Subject to your continued tenure as a member of the AT&T/SBC Vesting Dates Board of Directors 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"): |X| 50% of this Restricted Stock Unit Award will vest on the second anniversary date of this grant; |X| 25% of this Restricted Stock Unit Award will vest on the third anniversary date of this grant; and |X| 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. -------------------------------------------------------------------------------- Effectiveness This Restricted Stock Unit Award Agreement (this "Agreement") of Agreement shall be effective only if and when AT&T receives your acceptance of the terms of this Agreement as required below. -------------------------------------------------------------------------------- Fair Market Fair Market Value shall mean the average of the high and low Value per Share sale prices of AT&T common stock trading on the New York Stock Exchange on any date of determination (or, if 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). -------------------------------------------------------------------------------- Book Entry As soon as administratively practicable after any Restricted of Shares Stock Units vest, AT&T will deliver to you or your legal 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. -------------------------------------------------------------------------------- Dividend A cash payment in an amount equal to the dividend payable on Equivalent one Share, on the record date for such dividend, will be made Payments to you for each Restricted Stock Unit held by you that has not been forfeited, cancelled or converted to a Share as soon as reasonably practicable following such dividend record date. -------------------------------------------------------------------------------- * copies of all applicable documents are included with this award agreement -------------------------------------------------------------------------------- Termination of Your termination of tenure as a member of the AT&T/SBC Board Tenure and this of Directors, will cause all Restricted Stock Units not Restricted Stock previously vested to be cancelled effective with your Unit Award termination date, except as described below: Agreement Retirement a) upon retirement from the AT&T/SBC Board of Directors, then this Award shall be subject to Early Vesting in full. Disability b) upon termination of tenure as a member of the AT&T/SBC Board of Directors due to disability, then this Award shall be subject to Early Vesting in full. Death c) upon termination of tenure as a member of the AT&T/SBC Board of Directors due to death, then this Award shall be subject to Early Vesting in full. Other d) upon consummation of the acquisition of AT&T by SBC, if you do not continue as a member of the SBC Board of Directors, then this Award shall be subject to Early Vesting in full. -------------------------------------------------------------------------------- Early Vesting Any portion of this Restricted Stock Unit that becomes subject to vesting prior to a Scheduled Vesting Date in accordance with Termination of Tenure and this Restricted Stock Unit Award Agreement, above. -------------------------------------------------------------------------------- Distribution In the case of your death, any distribution of Shares in upon Death 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 you may change or revoke such designation at any time. In 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. -------------------------------------------------------------------------------- Change in Upon a Change in Control (as defined in Section 2(e) of the Control Plan), other than the consummation of the acquisition of AT&T by SBC pursuant to the Agreement and Plan of Merger dated January 30, 2005, this Restricted Stock Unit Award will vest 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. -------------------------------------------------------------------------------- Transferability At all times prior to the vesting of a Restricted Stock Unit, such Restricted Stock Unit shall be nontransferable and may not be pledged, assigned or alienated in any way. -------------------------------------------------------------------------------- * copies of all applicable documents are included with this award agreement -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Other Corporate Anything in this Agreement to the contrary notwithstanding, Provisions 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 AT&T Board of Directors or the Committee in its absolute and uncontrolled discretion, and any such determination or any other determination by the AT&T Board of Directors or the Committee under or pursuant to this Agreement and any interpretation by the AT&T Board of Directors or the Committee of the terms of this Agreement shall be final, binding and 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 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 signing at the place provided and returning original of this Restricted Stock Unit Award Agreement. ACCEPTED AND AGREED: /s/ Mirian Graddick-Weir -------------------------------------------------------------------------------- AT&T Corp. Participant Signature * copies of all applicable documents are included with this award agreement