[FORM 7-- EXECUTIVE RETENTION AGREEMENT (RESTRICTED STOCK ONLY)]
MEDIAONE GROUP, INC.
EXECUTIVE RETENTION AGREEMENT
THIS AGREEMENT is made between MediaOne Group, Inc. (the "Company") and
_________________ ("Grantee"), as of ____________________ ("Date of Grant").
Pursuant to the Amended MediaOne Group, Inc. 1994 Stock Plan (the
"Plan"), the Human Resources Committee of the Board of Directors (the
"Committee") has approved the granting to Grantee of restricted shares of
MediaOne Group Common Stock ("Restricted Stock"), as of the Date of Grant, on
the terms and conditions set forth in this Agreement, as a matter of separate
inducement in connection with Grantee's engagement with the Company or a
Related Entity, and not in lieu of salary or other compensation for Grantee's
services.
In consideration of the foregoing and of the mutual covenants set forth
herein, and other good and valuable consideration, the Company and Grantee
agree as follows:
1. INCORPORATION OF PLAN AND DEFINED TERMS. The Restricted Stock is
granted pursuant to the Plan, the terms of which are incorporated by
reference and apply to this Agreement as if they were fully set forth herein.
Terms used in this Agreement and not otherwise defined shall have the
meanings set forth in the Plan.
2. CONTINUOUS EMPLOYMENT REQUIREMENT. Grantee hereby expressly agrees
and acknowledges that he or she must remain in the continuous employment of
the Company or a Related Entity for the full duration of the vesting period
applicable to the Restricted Stock granted under this Agreement in order for
the Restricted Stock to become Vested, unless otherwise expressly set forth
elsewhere in this Agreement. Grantee further expressly agrees and
acknowledges that if he or she discontinues employment with the Company or a
Related Entity at any time whatsoever, for any reason whatsoever, including
without limitation termination of employment by the Company or Related
Entity, prior to the time at which the Restricted Stock granted under this
Agreement becomes Vested, Grantee shall forfeit all such unvested Restricted
Stock.
3. RESTRICTED STOCK.
▇. ▇▇▇▇▇ OF RESTRICTED STOCK. On the terms and conditions set
forth in this Agreement, the Company hereby grants to Grantee ______ shares
of Restricted Stock.
B. RESTRICTED PERIOD. Except as otherwise set forth in this
Agreement, the Restricted Stock shall become Vested on the fifth (5th) annual
anniversary of the Date of Grant; provided, however, that the vesting of the
Restricted Stock shall be subject to the continuous
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employment of Grantee until the fifth (5th) annual anniversary of the Date of
Grant (the "Restricted Period"). Except as set forth in this Agreement, the
Restricted Stock shall become Vested only to the extent that the foregoing
continuous employment requirement is satisfied, regardless of the
circumstances under which Grantee's employment is terminated, and the
Restricted Stock consequently shall remain subject to forfeiture during the
Restricted Period.
(i) DEATH OR DISABILITY. Except as otherwise set forth in
this Agreement, in the event of the death or Disability of Grantee, a
prorated number of shares of the Restricted Stock shall become Vested and the
Restricted Stock shall not vest further. Such proration shall be based on
the number of months in the Restricted Period through the month of Grantee's
death or Disability in relation to the total number of months in the
Restricted Period.
(ii) RETIREMENT. Except as otherwise set forth in this
Agreement, if the Restricted Stock has not Vested upon Grantee's Retirement,
the Restricted Period shall continue and restrictions shall lapse at the end
of the Restricted Period, unless the Committee, in its sole discretion,
determines otherwise. The continuation of vesting shall be contingent upon
Grantee's execution and delivery to the Company, on or prior to the effective
date of Grantee's Retirement, of the Company's standard form of "Waiver &
Release" of claims, available from the Human Resources Department of the
Company.
(iii) OTHER TERMINATION. If Grantee's employment with the
Company or a Related Entity is terminated for any reason other than for
death, Disability or Retirement, the Restricted Stock shall be forfeited
unless the Committee, in its sole discretion, determines that such Restricted
Stock is then Vested or sets alternative terms on which such Restricted Stock
may become Vested.
(iv) CHANGE OF CONTROL. Upon the occurrence of a Change of
Control, the restrictions on the Restricted Stock shall lapse and shall be
Vested immediately. For purposes of this Paragraph, "Change of Control"
shall have the identical meaning as set forth in the Change of Control
Agreement, if any, that Grantee has executed with the Company, as may be
amended in writing with the consent of both parties. To ensure parallel
application, for purposes of this Paragraph only, defined terms contained in
the definition of "Change of Control" set forth in Grantee's Change of
Control Agreement have the same meaning here as set forth in that Change of
Control Agreement. If Grantee has not executed any such Change of Control
Agreement, then "Change of Control" shall have the identical meaning as set
forth in the Plan.
C. CUSTODY; VOTING AND DIVIDENDS. The Company shall hold the
Restricted Stock in an account on behalf of Grantee. The Grantee shall
execute and return the attached Stock Power in favor of the Company, to be
exercised by the Company only in the case of the forfeiture or other return
of the Restricted Stock to the Company as provided herein. The Grantee shall
reinvest such dividends as may be declared on such Restricted Stock, which
dividends shall vest concurrently with the Restricted Stock. Grantee shall
be entitled to voting privileges associated with such Restricted Stock.
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D. NON-TRANSFERABILITY OF RESTRICTED STOCK. Except as
specifically set forth in this Paragraph, the Share is not transferable other
than by last will and testament or the laws of descent and distribution, and
the Share shall not be assigned, transferred, pledged, hypothecated, or
otherwise disposed of in any way, whether by operation of law or otherwise,
and shall not be subject to execution, attachment or similar process. The
Share shall not be assignable or transferable pursuant to a domestic
relations order. In limited circumstances, with the prior approval of the
Senior Vice President - Human Resources, in full compliance with Section 16
of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, and after Grantee has satisfied the Company's executive stock
ownership goal then in effect and set by the Committee, Grantee may transfer
the Share, in whole or in part, to one or more member(s) of his or her family
(as that term is defined in Internal Revenue Code Reg. Section 25.2701-2(d))
("Member(s) of the Family") or to trusts maintained for the benefit of such
Member(s) of the Family (together, "Transferee(s)"). Any such transfer shall
be contingent upon the execution by both Grantee and Transferee(s) of a
"Stock Transfer Agreement," in the form provided by the Company ("Transfer
Agreement"). The Share shall not be transferable by Transferee(s). Upon any
attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the
Share other than as specifically set forth in this Paragraph, or upon the
levy of any execution, attachment or similar process upon the Share, the
Share shall immediately terminate and become null and void.
4. PERFORMANCE FOR COMPETITORS. If at any time following the date of
this Agreement and before the Restricted Stock is Vested, regardless of
whether Grantee has Retired, Grantee directly or indirectly receives payment
for services rendered to, or is otherwise employed by, any person, firm or
corporation that is in competition with the Company or engaged in providing
any goods or services that are substantially the same as any goods or
services provided or under development by the Company, Grantee immediately
shall forfeit all rights under the Restricted Stock, unless the Committee in
its sole discretion determines otherwise, or unless Grantee is in full
compliance with the Company's Policy on Service on Outside Boards of
Directors, as interpreted solely by the Company's Risk Management Executive
Council. If at any time Grantee renders services to or becomes otherwise
employed by any person, firm or corporation that is in competition with the
Company or engaged in providing any goods or services that are substantially
the same as goods or services provided or under development by the Company,
Grantee shall have three (3) months after the date of such employment to
exercise any Vested and non-expired Restricted Stock. Any determination
under this Paragraph 4, including whether a person, firm or corporation is
"in competition with" the Company or providing "substantially the same" goods
or services as the Company provides or is developing, will be subject to the
sole discretion of the Committee.
5. NON-SOLICITATION OF EMPLOYEES ("NO RAID"). Grantee agrees that he or
she will not for a period of one (1) year immediately following the
termination of his or her employment with the Company for any reason, either
on Grantee's own account or in conjunction with or on behalf of any other
person or entity whatsoever, directly or indirectly induce, solicit, or
entice away any
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person who, at any time during the three (3) months immediately preceding
Grantee's termination of employment, is a managerial level employee of the
Company (including, but not limited to, any Officer, Executive Director or
director-level employee, or any equivalent or successor term for any such
employees). If Grantee engages in any conduct contrary to the provisions of
this Paragraph 5, Grantee shall forfeit the Restricted Stock to the extent
the Restricted Stock has not Vested, unless the Committee determines
otherwise. Such forfeiture is in addition to any other remedies available
under law.
6. INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION. Grantee agrees that
any inventions, discoveries, creations (including without limitation
software, writings, drawings and other works), improvements, confidential
information or other intellectual property that he or she may develop or
create, or assist in developing or creating, during his or her employment
with the Company, whether or not patentable or eligible for copyright, that
relate to the actual, planned, or foreseeable business or other activities of
the Company, or that result from his or her work for the Company, are the
exclusive property of the Company. Grantee agrees to disclose promptly such
property to the Company and will, both during and after his or her
employment, and without additional compensation, execute all assignments and
other documents and do all things reasonably necessary to secure and enforce
U.S. and foreign intellectual property rights for the Company, including
patents and copyrights.
Grantee is not obligated to assign any intellectual property to Company
that Grantee created prior to Grantee's employment with the Company. To
avoid any confusion, Grantee must identify in writing on Attachment A any
such intellectual property that has not been patented or published and
forward it along with this letter.
Grantee agrees that Grantee will hold in confidence and will not, during
or after his or her employment, disclose or use for the benefit of any person
or entity other than Company, any Company confidential information that was
developed or received during his or her employment. "Company confidential
information" shall include all trade secrets, research and development
information, product and marketing plans, business or legal strategies,
personnel or financial data, product and service specifications, prototypes,
software, customer lists and other confidential information or materials of
Company or of others with whom Company has a confidential relationship.
Grantee will promptly return all such information and materials to Company
when his or her employment ends.
If Grantee fails to comply with the provisions of this Paragraph, Grantee
shall forfeit the Restricted Stock to the extent the Restricted Stock has not
Vested, unless the Committee determines otherwise. Such forfeiture is in
addition to any other remedies available to the Company.
7. NON-DISCLOSURE OF AGREEMENT. As a condition of receipt of the
consideration in this Agreement, executive agrees not to disclose, directly
or indirectly, the existence of this Agreement, or the terms, conditions, or
amounts set forth in this Agreement, except as may be required by law (after
notice to the Company), provided, however, that the Executive may
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disclose the existence and terms of this Agreement to Executive's immediate
family, attorney, tax return preparer, and financial counselor.
8. DECISIONS OF COMMITTEE. Any decision, interpretation or other
action made or taken in good faith by the Committee arising out of or in
connection with the Plan or the Restricted Stock shall be final, binding and
conclusive on the Company and Grantee and any respective heir, executor,
administrator, successor or assign.
9. ARBITRATION. Grantee agrees that any claim, controversy or
dispute that may arise directly or indirectly in connection with Grantee's
employment or termination of employment with MediaOne Group, and/or any
associated or related disputes arising therefrom involving MediaOne Group
and/or any employee(s), Director(s), officer(s), or agent(s) of MediaOne
Group, whether arising in contract, statute, tort, fraud, misrepresentation,
discrimination, common law or any other legal theory, including, but not
limited to, disputes relating to the making, performance or interpretation of
this Agreement; and claims or other disputes arising under Title VII of the
Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age
Discrimination in Employment Act of 1967, as amended; 42 U.S.C. Section 1981,
Section 1981a, Section 1983, Section 1985, or Section 1988; the Family and
Medical Leave Act of 1993; the Americans with Disabilities Act of 1990, as
amended; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards
Act of 1938, as amended; the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"); the Colorado Anti-Discrimination Act; or any other
similar federal, state or local law or regulation, whenever brought, shall be
resolved by arbitration. If, however, Grantee would otherwise be legally
required to exhaust administrative remedies to obtain legal relief, Grantee
can and must exhaust such administrative remedies prior to pursuing
arbitration. The only legal claims between Grantee and MediaOne Group that
are not included for arbitration within this Agreement are claims for
workers' compensation or unemployment compensation benefits. BY SIGNING THIS
AGREEMENT, GRANTEE VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHT
GRANTEE MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS,
INCLUDING THE RIGHT TO A JURY TRIAL. MEDIAONE GROUP ALSO HEREBY VOLUNTARILY,
KNOWINGLY, AND INTELLIGENTLY WAIVES ANY RIGHT IT MIGHT OTHERWISE HAVE TO SEEK
REMEDIES AGAINST GRANTEE IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO A
JURY TRIAL. The Federal Arbitration Act, 9 U.S.C. Sections et.seq. ("FAA")
shall govern the arbitrability of all claims, provided that they are
enforceable under the FAA, as it may be amended from time to time. In the
event the FAA does not govern, the Colorado Uniform Arbitration Act shall
apply. Additionally, the substantive law of Colorado, to the extent it is
consistent with the terms stated in this Agreement for arbitration, shall
apply to any common law claims. This Agreement for arbitration supersedes any
prior arbitration agreement between Grantee and MediaOne Group to the extent
they are inconsistent.
A single arbitrator engaged in the practice of law shall conduct the
arbitration under the applicable rules and procedures of the American
Arbitration Association ("AAA"), unless otherwise agreed to by the parties.
Any dispute, that relates directly or indirectly to Grantee's employment with
MediaOne Group or to the termination of Grantee's employment will be
conducted under the AAA National Rules for the Resolution of Employment
Disputes, effective June 1, 1997. The arbitrator shall be chosen from a
state other than Grantee's state of residence and other than Colorado. Other
than as set forth herein, the arbitrator shall have no authority to
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add to, detract from, change, amend, or modify existing law. The arbitrator
shall have the authority to order such discovery as is necessary for a fair
resolution of the dispute. The arbitrator may award punitive damages, as
allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil
Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as
amended; and the Americans with Disabilities Act of 1990, as amended,
regardless of any limitations imposed by federal, state, or local laws
regarding amounts that may be awarded in arbitration proceedings. All
arbitration proceedings, including without limitation, settlements under this
Agreement, will be confidential. Grantee shall not be required to pay more
than One Hundred Fifty Dollars ($150.00) of the arbitrator's hourly fees and
expenses. The prevailing party in any arbitration shall be entitled to
receive reasonable attorneys' fees as provided by law. The arbitrator's
decision and award shall be final and binding, as to all claims that were, or
could have been, raised in the arbitration, and judgment upon the award
rendered by the arbitrator may be entered to any court having jurisdiction
thereof. If any party hereto files a judicial or administrative action
asserting claims subject to this arbitration provision, and another party
successfully stays such action and/or compels arbitration of such claims, the
party filing said action shall pay the other party's costs and expenses
incurred in seeking such stay and/or compelling arbitration, including
reasonable attorneys' fees not to exceed Two Thousand Five Hundred Dollars
($2,500.00).
10. EXECUTIVE SEVERANCE AGREEMENT AND OTHER AGREEMENT WITH THE COMPANY.
Except as expressly provided in this Agreement, the provisions of this
Agreement shall not be affected in any way whatsoever by any Executive
Severance Agreement or any other written or verbal agreement between Grantee
and the Company or a Related Entity.
11. MISCELLANEOUS.
A. NOTICES. Any notice to be given to the Company shall be
personally delivered to or addressed to its Senior Vice President - Human
Resources, and any notice to be given to Grantee shall be addressed to him or
her at the address given beneath his or her signature below or such other
address as the Company reasonably believes to be his or her most current
address. Any notice to the Company is deemed given when received on behalf
of the Company by the Senior Vice President - Human Resources, of the Company
at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Any notice to
Grantee is deemed given when personally delivered or enclosed in a properly
sealed envelope addressed as aforesaid and deposited, postage prepaid, in a
post office or branch post office regularly maintained by the United States
Postal Service.
B. EMPLOYMENT. THE COMPANY OR RELATED ENTITY MAY TERMINATE
GRANTEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE, UNLESS THE
EMPLOYMENT IS COVERED BY SEPARATE CONDITIONS CONTAINED IN A COLLECTIVE
BARGAINING AGREEMENT OR OTHER AUTHORIZED WRITTEN AGREEMENT SIGNED BY BOTH
PARTIES, AND NOTHING CONTAINED IN THIS AGREEMENT CREATES OR IMPLIES AN
EMPLOYMENT CONTRACT OR TERM OF EMPLOYMENT OR ANY PROMISE OF SPECIFIC
TREATMENT UPON WHICH GRANTEE MAY RELY.
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C. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Colorado.
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D. AMENDMENTS. The Company may at any time propose to amend this
Agreement, but any such alteration or amendment shall be effective only if in
writing, signed by a duly authorized officer of the Company and by Grantee.
MEDIAONE GROUP, INC. GRANTEE
By:
/s/ [ILLEGIBLE]
GRANTEE
CHAIRMAN, CEO & PRESIDENT
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Full Name
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇, ▇▇▇▇▇ and Zip Code
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Social Security Number
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IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and
transfer to:
MEDIAONE GROUP, INC.
▇▇-▇▇▇▇▇▇▇
(Tax Identification Number)
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((NOShrs)) shares of Common Stock issued by MediaOne Group, Inc. (the
"Company") represented by Grant Number ((Cgrantno)), standing in the name of
the undersigned on the books of the Company.
The undersigned does (do) hereby irrevocably constitute and appoint the Vice
President - Law, General Corporate and Litigation Group for the Company as
attorney to transfer the said stock on the books of the Company, with full power
of substitution in the premises.
Dated:
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((FIRSTNAME)) ((MIDLNAME)) ((LASTNAME))
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IMPORTANT -- READ CAREFULLY: The signature(s) of this Stock Power must
correspond with the name(s) as written upon the face of the certificate(s) or
account(s) in every particular without alteration or enlargement or any change
whatever.
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[NAME]
DATE
ATTACHMENT A
PAGE 1
INTELLECTUAL PROPERTY THAT HAS NOT BEEN PATENTED OR PUBLISHED
1.
2.
3.