EXHIBIT 10.17
AGREEMENT TO FOREGO COMPENSATION
An Agreement is made between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Executive") and
AT&T Wireless (the "Company").
WHEREAS, the Executive has been and continues to be a valued key
executive of the Company;
WHEREAS, the Company intends to loan an amount to trusts created by the
Executive (the "Trusts"); and
WHEREAS, the Executive agrees to forego all of the balance payable to
the Executive under his Deferred Compensation Account One ("DCA1").
NOW, THEREFORE, in consideration of the aforementioned promises, and for
other consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows, intending to be legally bound.
1. The Company agrees to provide loans to the Trusts. The terms of the
loans shall be documented by Promissory Notes (the "Note") to be executed by the
Company and the Trusts.
2. In consideration for the Company's promise to make the loans, the
Executive's DAC1 balance shall be reduced to zero. Such amount shall be foregone
by the Executive, and the Executive hereby irrevocably waives his right to
payment of such amount. The reduction in the Executive's account balance shall
be effective as of the date that the loan amounts are transferred to the Trusts
(or transferred to any third party pursuant to the direction of the trustee of
the Trusts) by the Company pursuant to the terms of the Note.
3. The Executive agrees that: the Company has not advised him as to any
financial or tax risks associated with this Agreement or the Note to be entered
into pursuant to this Agreement; that the Executive has relied solely on his
personal advisors in deciding to enter into this Agreement and the related
transactions; and, that the Executive (and his successors, heirs and assigns)
assume responsibility for any tax or financial risks incurred by the Executive
(or his successors, heirs and assigns) resulting from this transaction.
IN WITNESS WHEREOF, the parties hereby execute this Agreement, intending
to be legally bound.
AT&T Wireless
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President -
Human Resources
October 2, 2001 October 2, 2001
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Date Date