ex10k.htm


    
      


       

      


    

    
      Exhibit
10-k

       

      


    

    
      


       

      


    

    
      ADMINISTRATIVE
PLAN

       

      Effective
November 1, 2009

       

      


    

    
      


       

      The
benefits under this Plan are offered by AT&T Inc. (“AT&T”) to persons
who have been identified by AT&T as executive officers under Rule 3b-7 of
the Securities Exchange Act of 1934 (“Executive Officers”).

       

      Administration of
Plan.  The Plan or the benefits hereunder may be modified or
terminated by the Human Resources Committee in its sole discretion at any
time.

       

      Except to
the extent otherwise provided herein, the Vice President responsible for Human
Resources (or the successor to such position) shall be the Administrator of the
Plan and will administer the Plan, interpret, construe and apply its provisions
in accordance with its terms.  The Administrator, in his or her sole
discretion, may establish, adopt or revise rules, as he or she may deem
necessary or advisable for the administration of the Plan, including the
allocation or limitation of benefits.

       

      The
Administrator may adopt another plan, not to exceed the benefits included
herein, for the benefit of such other employees or former employees of Employers
as the Administrator may determine in his or her sole discretion, on such terms
and conditions as the Administrator shall determine.  The
Administrator may, from time to time, revise the plan solely to increase the
financial limits on benefits, not to exceed the corresponding proportional
increase in the consumer price index from January 1, 2003, through the date
of change.

       

      All
decisions of the Administrator shall be final and binding unless the Board of
Directors or its delegate should determine otherwise.

       

      No Employment
Rights.  Nothing herein shall constitute a contract of
continuing employment or in any manner obligate AT&T or any Executive
Officer to continue the employment relationship of, or obligate an Executive
Officer to continue in the service of AT&T or any Affiliate.

       

      Non-Transferability.  No
recipient of benefits under this Plan nor any other person shall have any right
to sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey any of the benefits hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to be
unassignable and non-transferable.

       

      Notice.  Any
notice required or permitted to be given to the Administrator under the Plan
shall be sufficient if in writing and hand delivered, or sent by certified mail,
to the principal office of AT&T, directed to the attention of the Senior
Executive Vice President-Human Resources.  Any notice required or
permitted to be given to any other person shall be sufficient if in writing and
hand delivered, or sent by certified mail, to the person at the person's last
known mailing address as reflected on the records of his or her employing
company.  Notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark or on the
receipt for certification.

       

      Validity.  In
the event any provision of this Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other
provision of this plan.

       

      Applicable
Law.  This Plan shall be governed and construed in accordance
with the laws of the State of Texas to the extent not preempted by the Employee
Retirement Income Security Act of 1974, as amended, and regulations thereunder
("ERISA").

       

      Automobile.  Each
Executive Officer may receive the use of a four-door automobile or an automobile
allowance and expenses associated with the operation of the
automobile.  The Administrator shall determine the amount of the
allowance for each Executive Officer provided that the allowance shall not
exceed $2,000 per month.

       

      Communications.  Each
Executive Officer may receive reasonable communications services including
local, long distance, DSL, Internet, wireless, satellite television/video and
related equipment.

       

      Financial
Counseling.  Executive Officers may receive income tax
preparation services and financial planning services from a list of designated
providers not to exceed $14,000 per year.

       

      Estate
Planning.  Executive Officers may receive estate planning
documentation services not to exceed $10,000 per year.  The Estate
Planning limit restarts in the event of a company-initiated relocation to
another state.

       

      Clubs.  Executive
Officers may receive initiation fees, dues, assessments and other charges for
reasonable memberships as approved by the CEO or the Administrator, in each case
in his or her sole discretion. AT&T does not reimburse for dues, initiation
fees or other expenses incurred in connection with a membership in a club that
discriminates in its membership policies based on race, creed, gender or ethnic
origin.  The Administrator shall report annually to the Human
Resources Committee as to the usage of this benefit by the Chief Executive
Officer and to the Chief Executive Officer on the usage by all other Executive
Officers.

       

      Executive
Protection.  Based upon the concern for the security of
Executive Officers, the need to secure their optimum availability for business
purposes and to permit uninterrupted communications between them, the Executive
Officers are authorized to receive home security services, and, whenever
feasible, to use AT&T provided aircraft in connection with business travel
and to use such aircraft for the personal travel of Executive Officers where the
Chief Executive Officer, in his or her sole discretion, deems such use
appropriate because of similar considerations.

       

      Retirement.  Upon
the Retirement of an Executive Officer, he or she may receive up to an
additional amount for financial consulting reasonably in connection with his/her
Retirement, as follows:  In any given year, 1. for retirements
occurring from January 1 through June 30 (inclusive), the amount will be $20,000
in the calendar year of retirement; 2. for retirements occurring from July 1
through November 30 (inclusive), the amount will be $10,000 in the calendar year
of retirement and $10,000 in the immediately following calendar year; and 3. For
retirements occurring from December 1 through December 31 (inclusive), the
amount will be $20,000 in the year following retirement.  A Retired
Executive Officer shall continue to receive the communications benefits until
death and his or her survivor shall receive the communications benefit for six
(6) billing cycles.  After the Retirement of an Executive Officer on
or before December 31, 2009, he or she shall continue to receive the financial
counseling and estate planning benefits until his or her
death.  Executive Officers that retire on or after January 1, 2010
shall continue to receive the financial counseling and estate planning benefits
for up to 36 months following retirement or until the end of the year following
the year of death, whichever occurs earlier.  After the death of an
Executive Officer or Retired Executive Officer, his or her survivor shall
receive the communications benefit for 6 billing cycles and shall receive the
financial counseling and estate planning benefits for the remainder of the year
of death and the immediately following calendar year.  In a Retired
Executive Officer’s final calendar year of eligibility, the Annual Limits shall
be pro-rated on a monthly basis, based on the number of full or partial months
the Retired Executive Officer worked in the calendar year of Retirement divided
by twelve (12).

       

      Loyalty
Conditions.

       

      This
Section applies to Executive Officers who are actively employed on or after
January 1, 2010.

       

      Executive
Officers acknowledge that no coverage and benefits would be provided under this
Plan on and after January 1, 2010 but for the loyalty conditions and covenants
set forth below, and that the conditions and covenants herein are a material
inducement to AT&T’s willingness to sponsor the Plan and to offer Plan
coverage and benefits for the Executive Officers on or after January 1,
2010.  Accordingly, as a condition of receiving coverage and any Plan
benefits on or after January 1, 2010, each Executive Officer is deemed to agree
that he shall not, without obtaining the written consent of AT&T in advance,
participate in activities that constitute engaging in competition with AT&T
or engaging in conduct disloyal to AT&T, as those terms are defined in this
Section.  Further, notwithstanding any other provision of this Plan,
all coverage and benefits under this Plan on and after January 1, 2010 with
respect to an Executive Officer and his or her Dependents shall be subject in
their entirety to the enforcement provisions below if the Executive Officer,
without the Administrator’s consent participates in an activity that constitutes
engaging in competition with AT&T or engaging in conduct disloyal to
AT&T, as defined below.

       

      Definitions.  For
purposes of this Section and of the Plan generally:

       

      an
“Employer Business” shall mean AT&T, any subsidiary, or any business in
which AT&T or a subsidiary or an affiliated company of AT&T has a
substantial ownership or joint venture interest;

       

      “engaging
in competition with AT&T” shall mean, while employed by an Employer Business
or within two (2) years after the Executive Officer’s termination of
employment,  engaging by the Executive Officer in any business or
activity in all or any portion of the same geographical market where the same or
substantially similar business or activity is being carried on by an Employer
Business.  “Engaging in competition with AT&T” shall not include
owning a nonsubstantial publicly traded interest as a shareholder in a business
that competes with an Employer Business.  “Engaging in competition
with AT&T” shall include representing or providing consulting services to,
or being an employee or director of, any person or entity that is engaged in
competition with any Employer Business or that takes a position adverse to any
Employer Business.

       

      “engaging
in conduct disloyal to AT&T” means, while employed by an Employer Business
or within two (2) years after the Executive Officer’s termination of
employment, (i) soliciting for employment or hire, whether as an employee
or as an independent contractor, for any business in competition with an
Employer Business, any person employed by AT&T or its affiliates during the
one (1) year prior to the termination of the Executive Officer’s
employment, whether or not acceptance of such position would constitute a breach
of such person’s contractual obligations to AT&T and its affiliates;
(ii) soliciting, encouraging, or inducing any vendor or supplier with which
the Executive Officer had business contact on behalf of any Employer Business
during the two (2) years prior to the termination of the Executive
Officer’s employment, for any reason to terminate, discontinue, renegotiate,
reduce, or otherwise cease or modify its relationship with AT&T or its
affiliate; or (iii) soliciting, encouraging, or inducing any customer or
active prospective customer with whom Executive Officer had business contact,
whether in person or by other media, on behalf of any Employer Business during
the two (2) years prior to the termination of Executive Officer’s
employment for any reason (“Customer”), to terminate, discontinue, renegotiate,
reduce, or otherwise cease or modify its relationship with any Employer
Business, or to purchase competing goods or services from a business competing
with any Employer Business, or accepting or servicing business from such
Customer on behalf of himself or any other business.  “Engaging in
conduct disloyal to AT&T” also means, disclosing Confidential Information to
any third party or using Confidential Information, other than for an Employer
Business, or failing to return any Confidential Information to the Employer
Business following termination of employment.

       

      “Confidential
Information” shall mean all information belonging to, or otherwise relating to,
an Employer Business, which is not generally known, regardless of the manner in
which it is stored or conveyed to the Executive Officer, and which the Employer
Business has taken reasonable measures under the circumstances to protect from
unauthorized use or disclosure.  Confidential Information includes
trade secrets as well as other proprietary knowledge, information, know-how, and
non-public intellectual property rights, including unpublished or pending patent
applications and all related patent rights, formulae, processes, discoveries,
improvements, ideas, conceptions, compilations of data, and data, whether or not
patentable or copyrightable and whether or not it has been conceived,
originated, discovered, or developed in whole or in part by the Executive
Officer.  For example, Confidential Information includes, but is not
limited to, information concerning the Employer Business’ business plans,
budgets, operations, products, strategies, marketing, sales, inventions,
designs, costs, legal strategies, finances, employees, customers, prospective
customers, licensees, or licensors; information received from third parties
under confidential conditions; or other valuable financial, commercial,
business, technical or marketing information concerning the Employer Business,
or any of the products or services made, developed or sold by the Employer
Business.  Confidential Information does not include information that
(i) was generally known to the public at the time of disclosure; (ii) was
lawfully received by the Executive Officer from a third party; (iii) was known
to the Executive Officer prior to receipt from the Employer Business; or (iv)
was independently developed by the Executive Officer or independent third
parties; in each of the foregoing circumstances, this exception applies only if
such public knowledge or possession by an independent third party was without
breach by the Executive Officer or any third party of any obligation of
confidentiality or non-use, including but not limited to the obligations and
restrictions set forth in this Plan.

       

      Forfeiture of
Benefits.  Coverage and benefits under this Plan shall be
forfeited and shall not be provided under this Plan for any period as to which
the Administrator determines that, within the time period and without the
written consent specified, the Executive Officer has been either engaging in
competition with AT&T or engaging in conduct disloyal to
AT&T.

       

      Equitable
Relief.  The parties recognize that any Executive Officer’s
breach of any of the covenants in this Section will cause irreparable injury to
AT&T, will represent a failure of the consideration under which AT&T (in
its capacity as creator and sponsor of the Plan) agreed to provide the Executive
Officer with the opportunity to receive Plan coverage and benefits, and that
monetary damages would not provide AT&T with an adequate or complete remedy
that would warrant AT&T’s continued sponsorship of the Plan and payment of
Plan benefits for all Executive Officers.  Accordingly, in the event
of an Executive Officer’s actual or threatened breach of the covenants herein,
the Administrator, in addition to all other rights and acting as a fiduciary
under ERISA on behalf of all Executive Officers, shall have a fiduciary duty (in
order to assure that AT&T receives fair and promised consideration for its
continued Plan sponsorship and funding) to seek an injunction restraining the
Executive Officer from breaching the covenants in this Section.  In
addition, AT&T shall pay for any Plan expenses that the Administrator incurs
hereunder, and shall be entitled to recover from the Executive Officer its
reasonable attorneys’ fees and costs incurred in obtaining such injunctive
remedies.  To enforce its repayment rights with respect to an
Executive Officer, the Plan shall have a first priority, equitable lien on all
Plan benefits provided to or for the Executive Officer and his or her
Dependents.  In the event the Administrator succeeds in enforcing the
terms of this Article through a written settlement with the Executive Officer or
a court order granting an injunction hereunder, the Executive Officer shall be
entitled to collect Plan benefits prospectively, if the Executive Officer is
otherwise entitled to such benefits, net of any fees and costs assessed pursuant
hereto (which fees and costs shall be paid to AT&T as a repayment on behalf
of the Executive Officer), provided that the Executive Officer complies with
said settlement or injunction.

       

      Uniform
Enforcement.  In recognition of AT&T’s need for nationally
uniform standards for the Plan administration, it is an absolute condition in
consideration of any Executive Officer’s accrual or receipt of benefits under
the Plan after January 1, 2010 that each and all of the following conditions
apply to all Executive Officers and to any benefits that are paid or are payable
under the Plan:

       

      


    

    (1) To the
maximum extent applicable ERISA shall control all issues and controversies
hereunder, and the Administrator shall serve for purposes hereof as a
“fiduciary” of the Plan, and as its “named fiduciary” within the meaning of
ERISA.

     

    (2) All
litigation between the parties relating to this Article shall occur in federal
court, which shall have exclusive jurisdiction, any such litigation shall be
held in the United States District Court for the Northern District of Texas, and
the only remedies available with respect to the Plan shall be those provided
under ERISA to the extent it is applicable.

     

    (3) If the
Administrator determines in its sole discretion either (I) that AT&T or its
affiliate that employed the Executive Officer terminated the Executive Officer’s
employment for cause, or (II) that equitable relief enforcing the Executive
Officer’s covenants under this Section is either not reasonably available, not
ordered by a court of competent jurisdiction, or circumvented because the
Executive Officer has sued in state court, or has otherwise sought remedies not
available under ERISA (to the extent applicable), then in any and all of such
instances the Executive Officer shall not be entitled to collect any Plan
benefits, and if any Plan benefits have been paid to the Executive Officer, the
Executive Officer shall immediately repay all Plan benefits to the Plan (which
shall be used to pay Plan administrative expenses or Plan benefits) upon written
demand from the Administrator.  Furthermore, the Executive Officer
shall hold AT&T and its affiliates harmless from any loss, expense, or
damage that may arise from any of the conduct described in clauses (I) and (II)
hereof.

     

    
      Taxes.  Subject
to the foregoing loyalty and enforcement provisions, recipients of benefits
under this Plan who retire on or before December 31, 2009 shall receive an
amount equal to that necessary to offset the Federal, state and local income
taxes, as well as associated employment taxes, of the recipient (including taxes
on tax reimbursements) resulting from the benefits in this Plan, other than (1)
the monthly automobile allowance for Executive Officers; and (2) personal use of
aircraft.

       

      


    

    
      Annual
Limits.  Expenses will be charged against the annual limits for
the calendar year based on the date of the invoice.