Exhibit 10.9
AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN
EXECUTIVE NONSTATUTORY STOCK OPTION AGREEMENT AND TERMS AND CONDITIONS
(Capitalized terms not otherwise defined in this Option Agreement have the same
meanings as in the Plan.)
Pursuant to the AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN (the
"Plan"), a copy of which has been delivered to you, you have been granted an
option (the "Option") to purchase Shares of AT&T Wireless common stock from AT&T
Wireless Services, Inc. ("AT&T Wireless") at the per Share price indicated in
this Option Agreement. The Option is subject to the terms and conditions of the
Plan, and to the additional terms and conditions set forth in this Option
Agreement.
NAME OPTIONEE ID XXXXXXXXX
Address Line 1 SOCIAL SECURITY NUMBER (US ONLY) xxx-xx-xxxx
Address Line 2 PLAN ID
Address Line 3
Address ▇▇▇▇ ▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇
================================================================================
GRANT DATE Month/Date/Year
▇▇▇▇▇ ▇▇▇▇▇ $xx.xxxx
NUMBER OF SHARES GRANTED X,xxx
GRANT EXPIRATION DATE Month/Date/Year
(This date is generally ten years from the Grant
Date and is the date upon which the Option
expires unless it sooner terminates upon certain
terminations of your employment as provided in
this Option Agreement.)
================================================================================
GRANT VESTING DATE(s) Six Months After Grant Date 25%
(date optionee can first
exercise a portion of
the Option) At the End of Each
Quarter Thereafter 6.25%
SHARES AVAILABLE ON All Shares will be rounded down to the
VESTING DATE(s) nearest whole Share, and all rounded Shares will
become exercisable in the final period.
================================================================================
TERMINATION PROVISIONS The Option may vest, expire or be forfeited on or
prior to the Grant Expiration Date as follows:
RETIREMENT Upon your termination of employment or services,
prior to the expiration of the Option, due to
retirement upon attainment of age and AT&T
Wireless net credit service (as determined by the
Committee in its sole discretion) requirements as
follows:
Age AND AT&T Wireless net credit service of
--- -----------------------------------
55 10 years
the Option will continue to VEST AND BE
EXERCISABLE UNTIL THE ORIGINAL GRANT EXPIRATION
DATE OF THE OPTION.
DISABILITY Upon your termination of employment or services,
prior to the expiration of the Option, under an
AT&T Wireless approved disability plan (as
determined by the Committee in its sole
discretion), the Option will continue to VEST AND
BE EXERCISABLE UNTIL THE ORIGINAL GRANT
EXPIRATION DATE OF THE OPTION.
DEATH Upon your termination of employment or services
by reason of death, or if you die following a
termination of employment or services due to
retirement or disability, then your estate or
legal representative will have the right to
exercise any portion of the Option that is
outstanding (whether or not then exercisable) on
the date of your death, UNTIL THE EARLIER OF
THREE YEARS FROM YOUR DATE OF DEATH OR THE
ORIGINAL GRANT EXPIRATION DATE OF THE OPTION.
LEAVE OF ABSENCE If you are placed on a military leave or other
approved leave of absence (as determined by the
Committee in its sole discretion), the Option
will continue to vest and be exercisable under
its terms as if you remained an active employee,
unless the Committee in its sole discretion
determines otherwise.
ALL OTHER TERMINATIONS Upon your termination of employment for any
reason other than as described above or in the
Section entitled "Change in Control", whether
voluntary or involuntary, the Option will be
IMMEDIATELY CANCELLED TO THE EXTENT NOT THEN
VESTED AND EXERCISABLE. ANY PORTION OF THE OPTION
THAT IS VESTED AND EXERCISABLE UPON YOUR
TERMINATION DATE WILL REMAIN EXERCISABLE UNTIL
THE EARLIER OF THE NINETIETH DAY AFTER THE DATE
OF TERMINATION OR THE ORIGINAL GRANT EXPIRATION
DATE OF THE OPTION, unless the Committee in its
sole discretion determines otherwise. It is your
responsibility to be aware of the date on which
the Option terminates.
TRANSFER BETWEEN AT&T This will not be considered a termination
WIRELESS AND AN of your employment.
AFFILIATE OR VICE VERSA
DISCHARGE FOR CAUSE Upon your termination of employment or services
for cause, or if the Committee determines that
you engaged in misconduct in connection with your
employment or services, the Option will be
immediately cancelled.
COMPETITION The Option will be forfeited and cancelled if,
without the consent of AT&T Wireless, while
employed by or providing services to AT&T
Wireless or after termination of such employment
or services, you establish a relationship with a
competitor of AT&T Wireless or engage in activity
which is in conflict with or adverse to the
interest of AT&T Wireless, as determined in
accordance with AT&T Wireless noncompetition
requirements applicable to you.
CHANGE IN CONTROL In the event of a Corporate Transaction in which
the Option is assumed or substituted for by a
successor company, the Option will become fully
vested and exercisable if, within two years of
the Corporate Transaction, your employment is
terminated by the successor company without Cause
or if you terminate employment for Good Reason.
For purposes of this Option Agreement, "Cause"
means:
(1) Your conviction (including a plea of guilty
or nolo contendere) of a felony involving
theft or moral turpitude or relating to the
business of the successor company, other
than a felony predicated on your vicarious
liability. Vicarious liability means, and
means only, any liability which is based on
acts of the successor company for which you
are charged solely as a result of your
offices with the successor company and in
which either (a) you were not directly
involved or did not have prior knowledge of
such actions or inactions, or (b) counsel
had advised that the action or inaction was
permissible.
(2) You engage in conduct that constitutes
willful gross negligence or willful gross
misconduct in carrying out your duties under
this Option Agreement, resulting, in either
case, in material economic harm to the
successor company and its subsidiaries and
divisions.
"Good Reason" means any termination of your
employment, initiated by you, resulting from any
of the following events, without your express
written consent, which are not cured by the
successor company within 20 days of your giving
the successor company written notice thereof:
(1) A reduction in your base salary and target
annual incentive bonus percentage or the
failure of the successor company to provide
you with stock options, restricted stock
units and/or other equity incentive awards
available to AT&T Wireless executives at a
level comparable with your position.
(2) The assignment to you of any duties
inconsistent with, or any substantial
alteration in, your status or
responsibilities (other than as a result of
your mental or physical incapacity) as in
effect immediately prior thereto.
(3) A change in your work location of more than
50 miles from the work location as of the
Corporate Transaction.
(4) A change in your reporting relationship that
differs from the reporting relationship you
had prior to the Corporate Transaction;
provided, however, that subject to your
written consent, you may be reassigned to an
operating position or status comparable to
this position as of the Corporate
Transaction reporting to a comparable
officer.
(5) A diminution in title or a material
diminution in duties, authority or
responsibilities.
(6) A material breach of any provisions hereof
by the successor company.
You must notify the successor company within 60
days following knowledge of an event you believe
constitutes Good Reason, or such event will not
constitute Good Reason hereunder.
================================================================================
EXERCISE PROCESS The Option or any portion thereof (which number
will be at least 50 or the number of Shares that
may then be exercised under the Option, whichever
is less) may be exercised only upon payment of
the exercise price thereof in full, and in
accordance with procedures established by the
AT&T Wireless Board or the Committee. Payment
must be made in any combination of (a) cash; (b)
Shares of AT&T Wireless common stock having a
Fair Market Value, as determined in accordance
with procedures established by the Committee, on
the date of exercise equal to the aggregate
exercise price of the Shares as to which the
Option is being exercised; provided, however,
that any AT&T Wireless common stock surrendered
as payment must have been owned by you at least
six months prior to the date of exercise; or (c)
by a broker-assisted cashless exercise. Exercise
of the Option will take effect on the date the
notice of exercise, in good order, and payment of
the exercise price and applicable tax
withholdings are actually received in accordance
with the procedures established by the AT&T
Wireless Board or the Committee.
DELIVERY OF SHARES Within a reasonable period after the Option is
exercised, AT&T Wireless will deliver to you or
your legal representative a statement reflecting
ownership of Shares in the form of book entry or
certificates for the number of Shares with
respect to which you exercised the Option.
Neither you nor your legal representative will
be, or have any of the rights and privileges of,
a stockholder of AT&T Wireless in respect of any
Shares purchasable upon the exercise of the
Option, in whole or in part, unless and until
book entry has been made or certificates have
been issued for such Shares.
TRANSFERABILITY The Option is not transferable by you otherwise
than by will or the laws of descent and
distribution, and during your lifetime the Option
may be exercised only by you or your guardian or
legal representative.
BENEFICIARY You may, in accordance with procedures
established by the Committee, designate one or
more beneficiaries to receive all or part of the
Option in case of your death, and you may change
or revoke such designation at any time. In the
event of your death, any portion of the Option
that is subject to such a designation (to the
extent such designation is valid and enforceable
under applicable law) will be distributed to such
beneficiary or beneficiaries in accordance with
this Option Agreement. Any other portion of the
Option will be distributable to your estate. If
there is any question as to the legal right of
any beneficiary to receive a distribution
hereunder, the Shares in question may be
purchased by and distributed to your estate, in
which event neither AT&T Wireless nor any
Affiliate will have any further liability to
anyone with respect to such Shares.
-2-
EMPLOYMENT RIGHTS Neither the Plan nor this Option Agreement will
be construed as giving you the right to be
retained in the employ of AT&T Wireless or any
Affiliate.
OTHER CORPORATE If AT&T Wireless determines, on advice of
PROVISIONS counsel, that the listing, registration or
qualification of the Shares upon any securities
exchange or under any state or federal law, or
the consent or approval of any governmental or
regulatory agency or authority, is necessary or
desirable as a condition of or in connection with
the exercise of the Option, no portion of the
Option may be exercised until or unless such
listing, registration, qualification, consent or
approval has been effected or obtained.
Any determination or decisions made or actions
taken arising out of or in connection with the
interpretation and administration of this Option
Agreement and the Plan by the AT&T Wireless Board
or the Committee will be final and conclusive.
This Option Agreement may be amended by the AT&T
Wireless Board or the Committee provided that no
such amendment may impair your rights hereunder
without your consent.
AT&T Wireless may withhold or require you to pay
any applicable withholding or other employment
taxes due upon the exercise of the Option. You
may elect to satisfy such withholding tax
obligations by requesting that AT&T Wireless
withhold Shares otherwise deliverable upon the
exercise of the Option; provided, however, that
the value of such withheld Shares does not exceed
the employer's minimum required tax withholding
rate.
The validity, construction and effect of this
Option Agreement will be determined in accordance
with the laws of the State of Washington, without
giving effect to principles of conflict of laws,
and applicable federal law.
================================================================================
By your signature below, you agree that the Option is granted under and
governed by the terms of this Option Agreement, the Plan and the AT&T Wireless
noncompetition requirements applicable to you. By your signature below, you
also acknowledge receipt of copies of the Plan and the plan summary.
ACCEPTED BY: AT&T WIRELESS SERVICES, INC.
------------------------ ---------- -------------------------------------
Employee Date
-3-