<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AT&T CORP.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 13-4924710
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
32 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10013-2412
(Address of Principal Executive Offices)
AT&T 1997 LONG TERM INCENTIVE PLAN
(Full Title of the Plans)
MARILYN J. WASSER
VICE PRESIDENT - LAW AND SECRETARY
32 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10013-2412
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Amount to be Aggregate Amount of
Title of Securities to be Registered Registered (1)(2) Offering Price (3) Registration Fee
<S> <C> <C> <C>
Wireless Group common stock, par value $1 per 120,000,000 $ 3,727,500,000 $ 984,060.00
share
</TABLE>
(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminable amount of interests
to be offered or sold pursuant to the above-named plan.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of
additional shares of common stock that may be issued pursuant to
anti-dilution and adjustment provisions of the above-named plan.
(3) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Such estimate is based upon the average of the high and low sales prices
of the common stock of the registrant as posted on the New York Stock
Exchange Composite Tape on April 27, 2000, a date within 5 business days
prior to the filing of this registration statement.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this registration statement (the "Plans") as required by Rule 428(b). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement or as prospectus or
prospectuses supplements pursuant to Rule 424 under the Securities Act. Such
documents and the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Registrant are incorporated by reference in this registration statement.
1. AT&T's Annual Report on Form 10-K for the year ended December
31, 1999;
2. Prospectus, dated April 27, 2000, filed pursuant to
Rule 424(b)(1);
3. AT&T's Current Reports on Form 8-K dated January 6, 2000,
January 14, 2000, March 13, 2000, March 17, 2000; March 27, 2000, April 4, 2000
and April 24, 2000; and
4. The description of Wireless Group Common Stock contained in
AT&T's Registration Statements on Form 8-A dated April 24, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of common stock offered
have been sold, or which deregisters all shares of common stock then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the statutes of the State of New York, a director or
officer of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorneys' fees, incurred by him in connection with the defense of a civil or
criminal proceeding to which he has been made, or threatened to be made, a party
by reason of the fact that he was such a director or officer. In certain
circumstances, indemnity is provided against judgments, fines and amounts paid
in settlement. In general, indemnification is available
-2-
<PAGE> 4
where the director or officer acted in good faith, for a purpose such director
or officer reasonably believed to be in the best interests of the corporation.
Specific court approval is required in some cases. The foregoing statement is
qualified in its entirety by reference to Sections 715, 717 and 721 through 725
of the New York Business Corporation Law ("NYBCL").
The by-laws of the Registrant provide that the Registrant is
authorized, by (i) a resolution of shareholders, (ii) a resolution of directors
or (iii) an agreement providing for such indemnification, to the fullest extent
permitted by applicable law, to provide indemnification and to advance expenses
to its directors and officers in respect of claims, actions, suits, or
proceedings based upon, arising from, relating to, or by reason of the fact that
any such director or officer serves or served in such capacity with the
corporation or at the request of the Registrant in any capacity with any other
enterprise.
The Registrant has entered into contracts with its officers and
directors, pursuant to the provisions of NYBCL Section 721, by which it will be
obligated to indemnify such persons, to the fullest extent permitted by the
NYBCL, against expenses, fees, judgments, fines, and amounts paid in settlement
in connection with any present or future threatened, pending or completed
action, suit or proceeding based in any way upon or related to the fact that
such person was an officer or director of the Registrant or, at the request of
the Registrant, an officer, director or other partner, agent, employee, or
trustee of another enterprise. The contractual indemnification so provided will
not extend to any situation where a judgment or other final adjudication adverse
to such person establishes that his acts were committed in bad faith or were the
result of active and deliberate dishonesty or that there inured to such person a
financial profit or other advantage.
The directors and officers of the Registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by them in
such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
-3-
<PAGE> 5
ITEM 8. EXHIBITS
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Correction of the
Registrant filed June 8, 1989, Certificate of Change to
Restated Certificate of Incorporation dated March 18, 1992,
Certificate of Amendment to Restated Certificate of
Incorporation dated June 1, 1992, Certificate of Amendment
to the Certificate of Incorporation dated April 20, 1994,
Certificate of Amendment of the Registrant filed June 8,
1998 and Certificate of Amendment of the Registrant filed
March 9, 1999 (filed as Exhibit (3)a to the Registrant's
Form 10-K for 1998 (File No. 1-1105) and incorporated
herein by reference).
4.2 Form of Certificate of Amendment of the Certificate of
Incorporation of the Registrant (filed as Exhibit A to the
Registrant's Proxy Statement on Schedule 14A, dated January
26, 2000, and incorporated herein by reference).
4.3 By-Laws of the Registrant, as amended March 17, 1999 (filed
as Exhibit (3)b to the Registrant's Form 10-K for 1998
(File No. 1-1105) and incorporated herein by reference).
4.4 Form of By-Law Amendment of the Registrant (filed as
Exhibit B to the Registrant's Proxy Statement on Schedule
14A, dated January 26, 2000, and incorporated herein by
reference).
5 Opinion of Robert S. Feit, General Attorney and Assistant
Secretary of the Registrant, as to the legality of the
securities to be issued.
10 AT&T 1997 Long Term Incentive Plan.
23.1 Consent of Robert S. Feit, General Attorney and Assistant
Secretary of the Registrant (included in opinion of
counsel filed as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of KPMG LLP.
-4-
<PAGE> 6
23.5 Consent of Robert S. Feit (contained in the opinion of
counsel filed as Exhibit 5).
24 Power of Attorney executed by officers and directors who
signed this registration statement (filed as Exhibit 24.1
to the Registrant's Form S-3, dated February 2, 2000, and
incorporated herein by reference).
ITEM 9. REQUIRED UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and
-5-
<PAGE> 7
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-6-
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of New York, State of New York, on this 2nd day of May
2000.
AT&T CORP.
By: /s/ Marilyn J. Wasser
---------------------------------------
Name: Marilyn J. Wasser
Title: Vice President -- Law
and Secretary
-7-
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 2, 2000:
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
Principal Executive Officer:
/s/ * Chairman of the Board and
------------------------------------
C. Michael Armstrong Chief Executive Officer
Principal Financial Officer:
/s/ * Senior Executive Vice President and
------------------------------------
Charles H. Noski Chief Financial Officer
Principal Accounting Officer:
/s/ * Vice President and Controller
------------------------------------
Nicholas S. Cyprus
Directors:
/s/ * Director
------------------------------------
Kenneth T. Derr
/s/ * Director
------------------------------------
M. Katherine Eickhoff
/s/ * Director
------------------------------------
Walter Y. Elisha
/s/ * Director
------------------------------------
George M.C. Fisher
/s/ * Director
------------------------------------
Donald V. Fites
/s/ * Director
------------------------------------
Amos B. Hostetter, Jr.
/s/ * Director
------------------------------------
Ralph S. Larsen
/s/ * Director
------------------------------------
John C. Malone
/s/ * Director
------------------------------------
Donald F. McHenry
</TABLE>
-8-
<PAGE> 10
<TABLE>
<S> <C>
/s/ * Director
------------------------------------
Michael I. Sovern
/s/ * Director
------------------------------------
Sanford I. Weill
/s/ * Director
------------------------------------
Thomas H. Wyman
/s/ * President and Director
------------------------------------
John D. Zeglis
*By: /s/ Marilyn J. Wasser
--------------------------------
Marilyn J. Wasser
(Attorney-in-fact)
</TABLE>
-9-
<PAGE> 1
Exhibit 5
AT&T LOGO
32 Avenue of the Americas
New York, NY 10013-2412
212-387-5420
May 2, 2000
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
With reference to the registration statement on Form S-8 which AT&T
Corp. (the "Company") proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended, registering
120 million shares of Wireless Group Common Stock, par value $1.00 per share)
(the "Shares"), which may be offered and sold by the Company under the Stock
Option Plan of the AT&T 1997 Long Term Incentive Program (the "Plan"), which
Shares, under the terms of the Plan may be authorized and unissued shares or
treasury shares, I am of the opinion that:
1. the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York;
2. all proper corporate proceedings have been taken so that
any Shares to be offered and sold which are newly issued have been duly
authorized and, upon sale and payment therefor in accordance with the Plan and
the resolutions of the Board of Directors relating to the offering and sale of
common shares thereunder, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
/s/ Robert S. Feit
------------------------
By: Robert S. Feit
<PAGE> 1
[AT&T LOGO]
AT&T 1997 LONG TERM INCENTIVE PROGRAM
(AS AMENDED MAY 19, 1999 AND MARCH 14, 2000)
SECTION 1. PURPOSE. The purposes of the AT&T 1997 Long Term Incentive
Program (the "Plan") are to encourage selected employees and Non-Employee
Directors of AT&T Corp. (the "Company") and its Affiliates to acquire a
proprietary and vested interest in the growth and performance of the Company, to
generate an increased incentive to contribute to the Company's future success
and prosperity, thus enhancing the value of the Company for the benefit of
shareholders, and to enhance the ability of the Company and its Affiliates to
attract and retain individuals of exceptional managerial talent upon whom, in
large measure, the sustained progress, growth and profitability of the Company
depends.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have
the meanings set forth below:
(a) "Affiliate" shall mean (i) any Person that directly, or through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Company or (ii) any entity in which the Company has a significant
equity interest, as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Share, Performance Unit, Dividend Equivalent, Other
Stock Unit Award, or any other right, interest, or option relating to Shares or
other property granted pursuant to the provisions of the Plan.
(c) "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award granted by the Committee hereunder,
which may, but need not, be executed or acknowledged by both the Company and the
Participant.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Change in Control" shall mean the happening of any of the following
events:
(i) An acquisition by any individual, entity or group (within the
meaning of Section 13 (d) (3) or 14 (d) (2) of the Exchange Act) (an "Entity")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (A) the then outstanding AT&T Shares (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); excluding,
however, the following: (1) any acquisition directly from the Company, other
than an acquisition by virtue of the exercise of a conversion privilege unless
the security being so
<PAGE> 2
converted was itself acquired directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company, or (4) any acquisition by any corporation pursuant to a transaction
which complies with clauses (A), (B) and (C) of subsection (iii) of this Section
2(e);
(ii) A change in the composition of the Board such that the individuals
who, as of the effective date of the Plan, constitute the Board (such Board
shall be hereinafter referred to as the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, that for
purposes of this definition, any individual who becomes a member of the Board
subsequent to the effective date of the Plan, whose election, or nomination for
election, by the Company's stockholders was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the Incumbent
Board; and provided, further however, that any such individual whose initial
assumption of office occurs as a result of or in connection with either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of an Entity other than the
Board shall not be so considered as a member of the Incumbent Board;
(iii) The approval by the stockholders of the Company of a merger,
reorganization or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (each, a "Corporate Transaction")
or, if consummation of such Corporate Transaction is subject, at the time of
such approval by stockholders, to the consent of any government or governmental
agency, the obtaining of such consent (either explicitly or implicitly by
consummation); excluding however, such a Corporate Transaction pursuant to which
(A) all or substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, a corporation or
other Person which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries (a "Parent Company")) in substantially the same proportions as
their ownership, immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (B) no Entity (other than the Company, any employee benefit
plan (or related trust) of the Company, such corporation resulting from such
Corporate Transaction or, if reference was made to equity ownership of any
Parent Company for purposes of determining whether clause (A) above is satisfied
in connection with the applicable Corporate Transaction, such Parent Company)
will beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors unless such ownership resulted solely from ownership of securities of
the Company prior to the Corporate Transaction, and (C) individuals who were
members of the Incumbent Board will immediately after the consummation of the
Corporate Transaction constitute at least a
-2-
<PAGE> 3
majority of the members of the board of directors of the corporation resulting
from such Corporate Transaction (or, if reference was made to equity ownership
of any Parent Company for purposes of determining whether clause (A) above is
satisfied in connection with the applicable Corporate Transaction, of the Parent
Company); or
(iv) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
(f) "Change in Control Price" means, with respect to an AT&T Share or a
Wireless Group Share, as the case may be, the higher of (A) the highest reported
sales price, regular way, of such Share in any transaction reported on the New
York Stock Exchange Composite Tape or other national exchange on which such
Shares are listed or on NASDAQ during the 60-day period prior to and including
the date of a Change in Control or (B) if the Change in Control is the result of
a tender or exchange offer or a Corporate Transaction, the highest price per
such Share paid in such tender or exchange offer or Corporate Transaction;
provided however, that in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, the Change in Control
Price shall be the Fair Market Value of such Share on the date such Incentive
Stock Option or Stock Appreciation Right is exercised or deemed exercised
pursuant to Section 11(b). To the extent that the consideration paid in any such
transaction described above consists all or in part of securities or other
noncash consideration, the value of such securities or other noncash
consideration shall be determined in the sole discretion of the Board.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
(h) "Committee" shall mean the Compensation and Employee Benefits Committee
of the Board, or any successor to such committee, composed of no fewer than two
directors each of whom is a Non-Employee Director and an "outside director"
within the meaning of Section 162(m) of the Code, or any successor provision
thereto.
(i) "Company" shall mean AT&T Corp., a New York corporation.
(j) "Covered Employee" shall mean a "covered employee" within the meaning of
Section 162(m)(3) of the Code, or any successor provision thereto.
(k) "Employee" shall mean any employee of the Company or of any Affiliate.
Unless otherwise determined by the Committee in its sole discretion, for
purposes of the Plan, an employee shall be considered to have terminated
employment and to have ceased to be an Employee if his or her employer ceases to
be an Affiliate, even if he or she continues to be employed by such employer.
(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(m) "Fair Market Value" shall mean, with respect to any property, the market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.
-3-
<PAGE> 4
(n) "Incentive Stock Option" shall mean an Option granted under Section 6
hereof that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.
(o) "Non-Employee Director" shall have the meaning set forth in Rule
16b-3(b)(3) promulgated by the Securities and Exchange Commission under the
Exchange Act, or any successor definition adopted by the Securities and Exchange
Commission.
(p) "Nonstatutory Stock Option" shall mean an Option granted under Section 6
hereof that is not intended to be an Incentive Stock Option.
(q) "Option" shall mean any right granted to a Participant under the Plan
allowing such Participant to purchase Shares at such price or prices and during
such period or periods as the Committee shall determine.
(r) "Other Stock Unit Award" shall mean any right granted to a Participant
by the Committee pursuant to Section 10 hereof.
(s) "Participant" shall mean an Employee or Non-Employee Director who is
selected by the Committee to receive an Award under the Plan.
(t) "Performance Award" shall mean any Award of Performance Shares or
Performance Units pursuant to Section 9 hereof.
(u) "Performance Period" shall mean that period established by the Committee
at the time any Performance Award is granted or at any time thereafter during
which any performance goals specified by the Committee with respect to such
Award are to be measured.
(v) "Performance Share" shall mean any grant pursuant to Section 9 hereof of
a unit valued by reference to a designated number of Shares, which value may be
paid to the Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares, or any combination
thereof, upon achievement of such performance goals during the Performance
Period as the Committee shall establish at the time of such grant or thereafter.
(w) "Performance Unit" shall mean any grant pursuant to Section 9 hereof of
a unit valued by reference to a designated amount of property other than Shares,
which value may be paid to the Participant by delivery of such property as the
Committee shall determine, including, without limitation, cash, Shares, or any
combination thereof, upon achievement of such performance goals during the
Performance Period as the Committee shall establish at the time of such grant or
thereafter.
(x) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(y) "Restricted Stock" shall mean any Share issued with the restriction that
the holder may not sell, transfer, pledge, or assign such Share and with such
other restrictions as the Committee, in its sole discretion, may impose
(including, without limitation, any restriction on the right to vote such Share,
and the right to receive any cash dividends), which restrictions may lapse
separately
-4-
<PAGE> 5
or in combination at such time or times, in installments or otherwise, as the
Committee may deem appropriate.
(z) "Restricted Stock Award" shall mean an award of Restricted Stock under
Section 8 hereof.
(Aa) "Senior Manager" shall mean any Employee of the Company or any
Affiliate holding a position above E band or any future salary band that is the
equivalent thereof.
(Bb) "Shares" shall mean, collectively or as the case may be, (i)the shares
of AT&T Common Stock of the Company, $1.00 par value ("AT&T Shares"), and (ii)
the shares of Wireless Group Common Stock of the Company, $1.00 par value
("Wireless Group Shares"). "Outstanding Wireless Group Shares" shall mean, as at
any date of determination, the sum of (i) the total issued and outstanding
Wireless Group Shares, plus (ii) the number of Wireless Group Shares represented
by the inter-group interest held by the "AT&T Common Stock Group" (as described
the Company's Proxy Statement dated January 26, 2000). The numbers of AT&T
Shares referred to in the Plan have been adjusted to reflect the Company's 3 for
2 stock split effective April 15, 1999.
(Cc) "Stock Appreciation Right" shall mean any right granted to a
Participant pursuant to Section 7 hereof to receive, upon exercise by the
Participant, the excess of (i) the Fair Market Value of one Share on the date of
exercise or, if the Committee shall so determine in the case of any such right
other than one related to any Incentive Stock Option, at any time during a
specified period before the date of exercise over (ii) the grant price of the
right on the date of grant, or if granted in connection with an outstanding
Option on the date of grant of the related Option, as specified by the Committee
in its sole discretion, which, except in the case of Substitute Awards or in
connection with an adjustment provided in Section 4(e), shall not be less than
the Fair Market Value of one Share on such date of grant of the right or the
related Option, as the case may be. Any payment by the Company in respect of
such right may be made in cash, Shares, other property, or any combination
thereof, as the Committee, in its sole discretion, shall determine.
(Dd) "Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
granting of the Award, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain.
(Ee) "Substitute Awards" shall mean Awards granted or Shares issued by the
Company in assumption of, or in substitution or exchange for, awards previously
granted, or the right or obligation to make future awards, by a company acquired
by the Company or with which the Company combines.
SECTION 3. ADMINISTRATION. The Plan shall be administered by the Committee.
The Committee shall have full power and authority, subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be adopted by the Board, to: (i) select the Employees of the Company and
its Affiliates and Non-Employee Directors of the Company to whom Awards may from
time to time be granted hereunder; (ii) determine the
-5-
<PAGE> 6
type or types of Award to be granted to each Participant hereunder; (iii)
determine the number of Shares to be covered by each Award granted hereunder;
(iv) determine the terms and conditions, not inconsistent with the provisions of
the Plan, of any Award granted hereunder; (v) determine whether, to what extent
and under what circumstances Awards may be settled in cash, Shares or other
property or canceled or suspended; (vi) determine whether, to what extent and
under what circumstances cash, Shares and other property and other amounts
payable with respect to an Award under this Plan shall be deferred either
automatically or at the election of the Participant; (vii) interpret and
administer the Plan and any instrument or agreement entered into under the Plan;
(viii) establish such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for administration of the Plan. Decisions of the Committee shall be
final, conclusive and binding upon all persons, including the Company, any
Participant, any shareholder, and any employee of the Company or of any
Affiliate. A majority of the members of the Committee may determine its actions
and fix the time and place of its meetings. Notwithstanding the foregoing or
anything else to the contrary in the Plan, any action or determination by the
Committee specifically affecting or relating to an Award to a Non-Employee
Director shall be approved and ratified by the Board.
SECTION 4. SHARES SUBJECT TO THE PLAN.
(a) Subject to adjustment as provided in Section 4(e), a total of twenty-two
and one half (22.5) million AT&T Shares shall be available for a one time grant
of Options to substantially all Employees during 1997. Shares available for such
one time grant of Options, but not used for such Options, shall be available for
other Awards under the Plan, in 1997 or later years.
(b) In addition to the number of AT&T Shares available under Section 4(a),
and subject to adjustment as provided in Section 4(e), a total of (i) one
hundred twenty-seven and one half (127.5) million AT&T Shares, and (ii) a number
of Wireless Group Shares equal to 5.00% of the number of Outstanding Wireless
Group Shares shall be available for Awards granted under the Plan; provided
that, commencing on January 1, 2000 and on each subsequent January 1 throughout
the term of the Plan, an additional number of AT&T Shares shall be added to the
number of AT&T Shares available for Awards granted under the Plan, which
additional number of AT&T Shares shall be calculated by multiplying (x) the
number of AT&T Shares outstanding on such January 1, by (y) 1.75%; provided,
further, that the number of AT&T Shares available for Awards other than Options
and/or Stock Appreciation Rights shall not exceed thirty-seven and one half
(37.5) million; and provided further that, commencing on January 1, 2001 and on
each subsequent January 1 throughout the term of the Plan, an additional number
of Wireless Group Shares shall be added to the number of Wireless Group Shares
available for Awards granted under the Plan, which additional number of Wireless
Group Shares shall be calculated by multiplying (x) the number of Outstanding
Wireless Group Shares on such January 1, by (y) 2.00%; provided, further, that
the number of Wireless Group Shares available for Awards other than Options
and/or Stock Appreciation Rights shall not exceed 1.25% of the number of
Outstanding Wireless Group Shares; and provided, further, that if any Shares
subject to an Award or to an award under the Company's 1987 Long Term Incentive
Program or 1984 Stock Option Plan (the "Prior Plans") are forfeited or if any
Award or award under the Prior Plans based on Shares is settled for cash, or
expires or otherwise is terminated without issuance of such Shares, the Shares
subject to such Award shall to the extent of such cash settlement, forfeiture or
-6-
<PAGE> 7
termination again be available for Awards under the Plan. In the event that any
Option or other Award granted hereunder is exercised through the delivery of
Shares or in the event that withholding tax liabilities arising from such Option
or other Award are satisfied by the withholding of Shares by the Company, the
number of Shares available for Awards under the Plan shall be increased by the
number of Shares so surrendered or withheld. In addition, Substitute Awards
shall not reduce the Shares available for grants under the Plan or to a
Participant in any calendar year.
(c) In addition to the number of Wireless Group Shares available under
Section 4(b), and subject to adjustment as provided in Section 4(e), such
additional number of Wireless Group Shares as are required for Awards as an
adjustment to existing Awards under the Plan based upon AT&T Shares as the
result of any distribution of Wireless Group Shares to holders of AT&T Shares as
more fully described in the Company's Proxy Statement dated January 26, 2000.
(d) Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares, treasury shares, or shares purchased in the open
market or otherwise.
(ed) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, reverse stock split, spin-off or
similar transaction or other change in corporate structure affecting the Shares,
such adjustments and other substitutions shall be made to the Plan and to Awards
as the Committee in its sole discretion deems equitable or appropriate,
including without limitation such adjustments in the aggregate number, class and
kind of securities which may be delivered under the Plan, in the aggregate or to
any one Participant, in the number, class, kind and option or exercise price of
securities subject to outstanding Options, Stock Appreciation Rights or other
Awards granted under the Plan, and in the number, class and kind of securities
subject to Awards granted under the Plan (including, if the Committee deems
appropriate, the substitution of similar options to purchase the shares of, or
other awards denominated in the shares of, another company) as the Committee may
determine to be appropriate in its sole discretion, provided that the number of
Shares subject to any Award shall always be a whole number.
SECTION 5. ELIGIBILITY. Any Employee or Non-Employee Director shall be
eligible to be selected as a Participant, provided, however, that Incentive
Stock Options shall only be awarded to Employees of the Company.
SECTION 6. STOCK OPTIONS. Options may be granted hereunder to Participants
either alone or in addition to other Awards granted under the Plan. Any Option
granted under the Plan shall be evidenced by an Award Agreement in such form as
the Committee may from time to time approve. Any such Option shall be subject to
the following terms and conditions and to such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall deem
desirable:
(a) OPTION PRICE. The purchase price per Share purchasable under an Option
shall be determined by the Committee in its sole discretion; provided that,
except in the case of Substitute Awards or in connection with an adjustment
provided for in Section 4(e), such purchase price shall not be less than the
Fair Market Value of the Share on the date of the grant of the Option.
-7-
<PAGE> 8
(b) OPTION PERIOD. The term of each Option shall be fixed by the Committee
in its sole discretion; provided that no Option shall be exercisable after the
expiration of ten years from the date the Option is granted.
(c) EXERCISABILITY. Options shall be exercisable at such time or times as
determined by the Committee at or subsequent to grant.
(d) METHOD OF EXERCISE. Subject to the other provisions of the Plan, any
Option may be exercised by the Participant in whole or in part at such time or
times, and the Participant may make payment of the option price in such form or
forms, including, without limitation, payment by delivery of cash, Shares or
other consideration (including, where permitted by law and the Committee,
Awards) having a Fair Market Value on the exercise date equal to the total
option price, or by any combination of cash, Shares and other consideration as
the Committee may specify in the applicable Award Agreement.
(e) INCENTIVE STOCK OPTIONS. In accordance with rules and procedures
established by the Committee, and except as otherwise provided in Section 11,
the aggregate Fair Market Value (determined as of the time of grant) of the
Shares with respect to which Incentive Stock Options held by any Participant
which are exercisable for the first time by such Participant during any calendar
year under the Plan (and under any other benefit plans of the Company or any
Subsidiary) shall not exceed $100,000 or, if different, the maximum limitation
in effect at the time of grant under Section 422 of the Code, or any successor
provision, and any regulations promulgated thereunder. Incentive Stock Options
shall be granted only to participants who are employees of the Company or a
Subsidiary of the Company. The terms of any Incentive Stock Option granted
hereunder shall comply in all respects with the provisions of Section 422 of the
Code, or any successor provision, and any regulations promulgated thereunder.
The aggregate number of Shares with respect to which Incentive Stock Options may
be granted under the Plan shall not exceed (i) seventy-five (75) million in the
case of AT&T Shares, and (ii) 50.00% of the aggregate number of all Wireless
Group Shares available for Awards under the Plan in the case of Wireless Group
Shares.
(f) FORM OF SETTLEMENT. In its sole discretion, the Committee may provide,
at the time of grant, that the Shares to be issued upon an Option's exercise
shall be in the form of Restricted Stock or other similar securities, or may
reserve the right so to provide after the time of grant.
SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
granted hereunder to Participants either alone or in addition to other Awards
granted under the Plan and may, but need not, relate to a specific Option
granted under Section 6. The provisions of Stock Appreciation Rights need not be
the same with respect to each recipient. Any Stock Appreciation Right related to
a Nonstatutory Stock Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such Option.
Any Stock Appreciation Right related to an Incentive Stock Option must be
granted at the same time such Option is granted. In the case of any Stock
Appreciation Right related to any Option, the Stock Appreciation Right or
applicable portion thereof shall terminate and no longer be exercisable upon the
termination or exercise of the related Option, except that a Stock Appreciation
Right granted with respect to less than the full number of Shares covered by a
related Option shall not be reduced until the exercise or termination of the
related Option exceeds
-8-
<PAGE> 9
the number of Shares not covered by the Stock Appreciation Right. Any Option
related to any Stock Appreciation Right shall no longer be exercisable to the
extent the related Stock Appreciation Right has been exercised. The Committee
may impose such conditions or restrictions on the exercise of any Stock
Appreciation Right as it shall deem appropriate, provided that no Stock
Appreciation Right shall have a term that is longer than ten (10) years.
SECTION 8. RESTRICTED STOCK.
(a) ISSUANCE. A Restricted Stock Award shall be subject to restrictions
imposed by the Committee during a period of time specified by the Committee (the
"Restriction Period"). Restricted Stock Awards may be issued hereunder to
Participants, for no cash consideration or for such minimum consideration as may
be required by applicable law, either alone or in addition to other Awards
granted under the Plan. The provisions of Restricted Stock Awards need not be
the same with respect to each recipient.
(b) REGISTRATION. Any Restricted Stock issued hereunder may be evidenced in
such manner as the Committee in its sole discretion shall deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of shares of Restricted Stock awarded under the Plan, such certificate
shall be registered in the name of the Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award.
(c) FORFEITURE. Except as otherwise determined by the Committee at the time
of grant or thereafter, upon termination of employment for any reason during the
restriction period, all Shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and reacquired by the Company.
Unrestricted Shares, evidenced in such manner as the Committee shall deem
appropriate, shall be issued to the grantee promptly after the period of
forfeiture, as determined or modified by the Committee, shall expire.
(d) MINIMUM VESTING CONDITION. The minimum Restriction Period applicable to
any Restricted Stock Award that is not subject to performance conditions
restricting transfer shall be three (3) years from the date of grant; provided,
however, that a Restriction Period of less than three (3) years may be approved
under the Plan for such Awards with respect to (i) up to twelve (12) million
AT&T Shares, and (ii) up to 0.50% of the Outstanding Wireless Group Shares.
SECTION 9. PERFORMANCE AWARDS. Performance Awards may be issued hereunder to
Participants, for no cash consideration or for such minimum consideration as may
be required by applicable law, either alone or in addition to other Awards
granted under the Plan. The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be determined
by the Committee upon the grant of each Performance Award. Except as provided in
Section 11, Performance Awards will be distributed only after the end of the
relevant Performance Period. Performance Awards may be paid in cash, Shares,
other property or any combination thereof, in the sole discretion of the
Committee at the time of payment. The performance levels to be achieved for each
Performance Period and the amount of the Award to be distributed shall be
conclusively determined by the Committee. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance Period or, in
accordance with procedures established by the Committee, on a deferred basis.
-9-
<PAGE> 10
SECTION 10. OTHER STOCK UNIT AWARDS.
(a) STOCK AND ADMINISTRATION. Other Awards of Shares and other Awards that
are valued in whole or in part by reference to, or are otherwise based on,
Shares or other property ("Other Stock Unit Awards") may be granted hereunder to
Participants, either alone or in addition to other Awards granted under the
Plan. Other Stock Unit Awards may be paid in Shares, cash or any other form of
property as the Committee shall determine. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the
Employees of the Company and its Affiliates and Non-Employee Directors to whom
and the time or times at which such Awards shall be made, the number of Shares
to be granted pursuant to such Awards, and all other conditions of the Awards.
The provisions of Other Stock Unit Awards need not be the same with respect to
each recipient.
(b) TERMS AND CONDITIONS. Subject to the provisions of this Plan and any
applicable Award Agreement, Awards and Shares subject to Awards made under this
Section 10, may not be sold, assigned, transferred, pledged or otherwise
encumbered prior to the date on which the Shares are issued, or, if later, the
date on which any applicable restriction, performance or deferral period lapses.
For any Award or Shares subject to any Award made under this Section 10 the
transferability of which is conditioned only on the passage of time, such
restriction period shall be a minimum of three (3) years. Shares (including
securities convertible into Shares) subject to Awards granted under this Section
10 may be issued for no cash consideration or for such minimum consideration as
may be required by applicable law. Shares (including securities convertible into
Shares) purchased pursuant to a purchase right awarded under this Section 10
shall be purchased for such consideration as the Committee shall in its sole
discretion determine, which, except in the case of Substitute Awards, shall not
be less than the Fair Market Value of such Shares or other securities as of the
date such purchase right is awarded.
SECTION 11. CHANGE IN CONTROL PROVISIONS.
(a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to the
contrary, unless the Committee shall determine otherwise at the time of grant
with respect to a particular Award, in the event of a Change in Control:
(i) any Options and Stock Appreciation Rights outstanding as of the date
such Change in Control is determined to have occurred, and which are not then
exercisable and vested, shall become fully exercisable and vested to the full
extent of the original grant;
(ii) the restrictions and deferral limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and limitations and become fully vested and transferable to the
full extent of the original grant;
(iii) all Performance Awards shall be considered to be earned and
payable in full, and any deferral or other restriction shall lapse and such
Performance Awards shall be immediately settled or distributed; and
-10-
<PAGE> 11
(iv) The restrictions and deferral limitations and other conditions
applicable to any Other Stock Unit Awards or any other Awards shall lapse, and
such Other Stock Unit Awards or such other Awards shall become free of all
restrictions, limitations or conditions and become fully vested and transferable
to the full extent of the original grant.
(b) CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the "Exercise
Period"), if the Committee shall determine at, or at any time after, the time of
grant, a Participant holding an Option or Stock Appreciation Right shall have
the right, whether or not the Option or Stock Appreciation Right is fully
exercisable and in lieu of the payment of the purchase price for the Shares
being purchased under the Option or Stock Appreciation Right and by giving
notice to the Company, to elect (within the Exercise Period) to surrender all or
part of the Option or Stock Appreciation Right to the Company and to receive
cash, within 30 days of such notice, in an amount equal to the amount by which
the Change in Control Price per Share on the date of such election shall exceed
the purchase price per Share under the Option or Stock Appreciation Right (the
"Spread") multiplied by the number of Shares granted under the Option or Stock
Appreciation right as to which the right granted under this Section 11(b) shall
have been exercised.
(c) Notwithstanding any other provision of this Plan, if any right granted
pursuant to this Plan would make a Change in Control transaction ineligible for
pooling-of-interests accounting under APB No. 16, that (after giving effect to
any other actions taken to cause such transaction to be eligible for such
pooling-of-interests accounting treatment) but for the nature of such right
would otherwise be eligible for such accounting treatment, the Committee shall
have the ability to substitute for the cash payable pursuant to such right
Shares with a Fair Market Value equal to the cash that would otherwise be
payable pursuant thereto.
SECTION 12. CODE SECTION 162(m) PROVISIONS.
(a) Notwithstanding any other provision of this Plan, if the Committee
determines at the time Restricted Stock, a Performance Award or an Other Stock
Unit Award is granted to a Participant who is then a Senior Manager or an E band
employee that such Participant is, or is likely to be as of the end of the tax
year in which the Company would claim a tax deduction in connection with such
Award, a Covered Employee, then the Committee may provide that this Section 12
is applicable to such Award.
(b) If an Award is subject to this Section 12, then the lapsing of
restrictions thereon and the distribution of cash, Shares or other property
pursuant thereto, as applicable, shall be subject to the achievement of one or
more objective performance goals established by the Committee, which shall be
based on the attainment of specified levels of one or any combination of the
following: net cash provided by operating activities, earnings per share from
continuing operations, operating income, revenues, gross margin, return on
operating assets, return on equity, economic value added, stock price
appreciation, total stockholder return, or cost control, of the Company or the
Affiliate or division of the Company for or within which the Participant is
primarily employed. Such performance goals also may be based upon the
achievement of specified levels of Company performance (or performance of
applicable Affiliate or division of the Company) under one or more of the
measures described above relative to the performance of
-11-
<PAGE> 12
other corporations. Such performance goals shall be set by the Committee within
the time period prescribed by, and shall otherwise comply with the requirements
of, Section 162(m) of the Code, or any successor provision thereto, and the
regulations thereunder.
(c) Notwithstanding any provision of this Plan other than Section 11, with
respect to any Award that is subject to this Section 12, the Committee may
adjust downwards, but not upwards, the amount payable pursuant to such Award,
and the Committee may not waive the achievement of the applicable performance
goals except in the case of the death or disability of the Participant.
(d) The Committee shall have the power to impose such other restrictions on
Awards subject to this Section 12 as it may deem necessary or appropriate to
ensure that such Awards satisfy all requirements for "performance-based
compensation" within the meaning of Section 162(m)(4)(C) of the Code, or any
successor provision thereto.
(e) Notwithstanding any provision of this Plan other than Section 4(e),
commencing with calendar year 1999, no Participant may be granted Options and/or
SARs in any calendar year period with respect to more than three million
(3,000,000) AT&T Shares, or more than three million (3,000,000) Wireless Group
Shares and the maximum dollar value payable with respect to Performance Units
and/or Other Stock Unit Awards that are valued with reference to property other
than Shares and granted to any Participant in any one calendar year is
$10,000,000.
SECTION 13. AMENDMENTS AND TERMINATION. The Board may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without (i) shareholder approval if such approval is necessary to
qualify for or comply with any tax or regulatory requirement for which or with
which the Board deems it necessary or desirable to qualify or comply or (ii) the
consent of the affected Participant, if such action would impair the rights of
such Participant under any outstanding Award. Notwithstanding anything to the
contrary herein, the Committee may amend the Plan in such manner as may be
necessary so as to have the Plan conform to local rules and regulations in any
jurisdiction outside the United States.
The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without his or her consent. Notwithstanding any provision of
this plan, the Committee may not amend the terms of any Option to reduce the
option price nor may the Committee, without prior shareholder approval, cancel
any outstanding Option and replace it with a new Option with a lower option
price, where the economic effect would be the same as reducing the option price
of the canceled Option.
SECTION 14. GENERAL PROVISIONS.
(a) Unless the Committee determines otherwise at the time the Award is
granted or thereafter: (i) no Award, and no Shares subject to Awards described
in Section 10 which have not been issued or as to which any applicable
restriction, performance or deferral period has not lapsed, may be sold,
assigned, transferred, pledged or otherwise encumbered, except by will or by the
laws of descent and distribution; provided that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary to exercise the rights
-12-
<PAGE> 13
of the Participant with respect to any Award upon the death of the Participant;
and (ii) each Award shall be exercisable, during the Participant's lifetime,
only by the Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative.
(b) The term of each Award shall be for such period of months or years from
the date of its grant as may be determined by the Committee; provided that in no
event shall the term of any Stock Option or any Stock Appreciation Right exceed
a period of ten (10) years from the date of its grant.
(c) No Employee or Participant shall have any claim to be granted any Award
under the Plan and there is no obligation for uniformity of treatment of
Employees or Participants under the Plan.
(d) The prospective recipient of any Award under the Plan shall not, with
respect to such Award, be deemed to have become a Participant, or to have any
rights with respect to such Award, until and unless such recipient shall have
executed an agreement or other instrument evidencing the Award and delivered a
copy thereof to the Company, and otherwise complied with the then applicable
terms and conditions.
(e) Except as provided in Section 12, the Committee shall be authorized to
make adjustments in performance award criteria or in the terms and conditions of
other Awards in recognition of unusual or nonrecurring events affecting the
Company or its financial statements or changes in applicable laws, regulations
or accounting principles. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem desirable to carry it into effect. In the event
the Company shall assume outstanding employee benefit awards or the right or
obligation to make future such awards in connection with the acquisition of or
combination with another corporation or business entity, the Committee may, in
its discretion, make such adjustments in the terms of Awards under the Plan as
it shall deem appropriate.
(f) The Committee shall have full power and authority to determine whether,
to what extent and under what circumstances any Award shall be canceled or
suspended. In addition, all outstanding Awards to any Participant shall be
canceled if the Participant, without the consent of the Company, while employed
by the Company or after termination of such employment, establishes a
relationship with a competitor of the Company or engages in activity which is in
conflict with or adverse to the interest of the Company, as determined under the
AT&T Non-Competition Guideline.
(g) All certificates for Shares delivered under the Plan pursuant to any
Award shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(h) No Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole
-13-
<PAGE> 14
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. federal securities laws and any
other laws to which such offer, if made, would be subject.
(i) The Committee shall be authorized to establish procedures pursuant to
which the payment of any Award may be deferred. Subject to the provisions of the
Plan and any Award Agreement, the recipient of an Award (including, without
limitation, any deferred Award) may, if so determined by the Committee, be
entitled to receive, currently or on a deferred basis, cash dividends, or cash
payments in amounts equivalent to cash dividends on Shares ("dividend
equivalents"), with respect to the number of Shares covered by the Award, as
determined by the Committee, in its sole discretion, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in
additional Shares or otherwise reinvested.
(j) Except as otherwise required in any applicable Award Agreement or by the
terms of the Plan, recipients of Awards under the Plan shall not be required to
make any payment or provide consideration other than the rendering of services.
(k) The Committee may delegate to one or more Senior Managers or a committee
of Senior Managers the right to grant Awards to Employees who are not officers
or directors of the Company and to cancel or suspend Awards to Employees who are
not officers or directors of the Company.
(l) The Company shall be authorized to withhold from any Award granted or
payment due under the Plan the amount of withholding taxes due in respect of an
Award or payment hereunder and to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for the payment of such
taxes. The Committee shall be authorized to establish procedures for election by
Participants to satisfy such obligations for the payment of such taxes by
delivery of or transfer of Shares to the Company, or by directing the Company to
retain Shares otherwise deliverable in connection with the Award.
(m) Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.
(n) The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of the State of New York and applicable Federal law.
(o) If any provision of this Plan is or becomes or is deemed invalid,
illegal or unenforceable in any jurisdiction, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.
(p) Awards may be granted to Participants who are foreign nationals or
employed outside the United States, or both, on such terms and conditions
different from those applicable to Awards to
-14-
<PAGE> 15
Employees employed in the United States as may, in the judgment of the
Committee, be necessary or desirable in order to recognize differences in local
law or tax policy. The Committee also may impose conditions on the exercise or
vesting of Awards in order to minimize the Company's obligation with respect to
tax equalization for Employees on assignments outside their home country.
SECTION 15. EFFECTIVE DATE OF PLAN. The Plan shall be effective as of June
1, 1997.
SECTION 16. TERM OF PLAN. No Award shall be granted pursuant to the Plan
after May 31, 2004, but any Award theretofore granted may extend beyond that
date.
-15-
<PAGE> 1
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 9, 2000 relating to the
consolidated financial statements, which appears in the 1999 Annual Report to
Shareholders of AT&T Corp., which is incorporated by reference in AT&T Corp.'s
Annual Report on Form 10-K for the year ended December 31, 1999. We also
consent to the incorporation by reference of our report dated March 9, 2000
relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
May 1, 2000
<PAGE> 1
Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 17, 2000 relating to the
combined financial statements of AT&T Wireless Group, which appears in AT&T
Corp.'s Current Report on Form 8-K filed on March 17, 2000.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
May 1, 2000
<PAGE> 1
Exhibit 23.4
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 28, 2000 included in MediaOne Group, Inc.'s consolidated financial
statements for the year ended December 31, 1999, filed in AT&T Corp.'s Form 8-K
dated March 27, 2000.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Denver, Colorado
May 1, 2000
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
AT&T Corp.
We consent to the incorporation by reference in the registration statement on
Form S-8 of AT&T Corp. of our report, dated February 29, 2000, relating to the
combined balance sheets of Liberty Media Group ("New Liberty" or "Successor")
as of December 31, 1999 and of Liberty Media Group ("Old Liberty" or
"Predecessor") as of December 31, 1998, and the related combined statements of
operations and comprehensive earnings, combined equity, and cash flows for the
period from March 1, 1999 to December 31, 1999 (Successor period) and from
January 1, 1999 to February 28, 1999 and for each of the years in the two-year
period ended December 31, 1998 (Predecessor periods), which report appears as an
exhibit in the annual report on Form 10-K of AT&T Corp. dated March 27, 2000.
Our report dated February 29, 2000 refers to the fact that the financial
statements should be read in conjunction with the consolidated financial
statements of AT&T Corp.
Our report dated February 29, 2000, contains an explanatory paragraph that
states that effective March 9, 1999, AT&T Corp., the owner of the assets
comprising New Liberty, acquired Tele-Communications, Inc., the owner of the
assets comprising Old Liberty, in a business combination accounted for as a
purchase. As a result of the acquisition, the combined financial information
for the periods after the acquisition is presented on a different basis than
that for the periods before the acquisition and, therefore, is not comparable.
/s/ KPMG LLP
------------
KPMG LLP
Denver, Colorado
May 1, 2000
