Common use of Restricted Stock and Restricted Stock Units Clause in Contracts

Restricted Stock and Restricted Stock Units. As determined by the Committee (as that term is defined in the AT&T 1997 Long Term Incentive Program) pursuant to its authority under any of the AT&T Long Term Incentive Plans, each restricted share of AT&T Common Stock or restricted stock unit relating to shares of AT&T Common Stock that is outstanding under any AT&T Long Term Incentive Plan as of the Wireless Dividend Date shall be adjusted so that each AT&T Employee who is the holder of an AT&T restricted share or restricted stock unit will receive, immediately prior to the Wireless Dividend Date, an adjusted number of AT&T restricted shares or restricted stock units under the applicable AT&T Long Term Incentive Plan whereby the resulting number of AT&T restricted shares or restricted stock units shall be determined by multiplying the number of AT&T restricted shares or restricted stock units held by each AT&T Employee immediately before the Wireless Dividend Date by the quotient of the AT&T Closing Stock Value divided by the AT&T Opening Stock Value. Each Transferred Individual who is the holder of an AT&T restricted share or restricted stock unit will receive, immediately prior to the Wireless Dividend Date and in the case of AT&T Transferees, immediately prior to the termination of their employment with AT&T pursuant to the terms of Section 2.8 hereof,, exchange for each such AT&T restricted share or restricted stock unit, Wireless Services restricted shares or restricted stock units under the Wireless Services Adjustment Plan whereby the resulting number of Wireless Services restricted shares or restricted stock units shall be determined by multiplying the number of AT&T restricted shares or restricted stock units held by each Transferred Individual immediately before the Wireless Dividend Date by the quotient of the AT&T Closing Stock Value divided by the Wireless Opening Stock Value. Each Transferred Individual will continue to vest in his or her Wireless Services Award under the Wireless Services Adjustment Plan during his or her employment with Wireless Services or a Wireless Services Entity. Each AT&T Employee shall continue to vest in his or her AT&T Award under the AT&T Long Term Incentive Plan during his or her employment with AT&T and its Affiliates and shall continue to be subject to the same terms and conditions which applied to the original award. Each Wireless Services Award shall have the same terms and conditions as were applicable to the corresponding AT&T Award as of the close of the Wireless Dividend Date, except that references to AT&T and its Affiliates shall be modified to refer to Wireless Services and its Affiliates and dividend equivalent payments, if any, shall be payable after the Disposition Date with reference to dividends on Wireless Common Stock, if any.