Exhibit 10-q


Administrative Plan


Effective December 12, 2019


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 of AT&T 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 or plans, not to exceed the benefits included herein,
for the benefit of non Executive Officer employees or former employees of
AT&T and/or its subsidiaries, as the Administrator may determine in his or
her sole discretion and on such terms and conditions as the Administrator shall
determine.  In addition, the Administrator may provide current or former non
Executive Officer employees with: 


(a) 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 such plan or plans, other than
(1) the monthly automobile allowance, and (2) personal use of aircraft; and/or 


(b) social club
and country club memberships as approved by the CEO or the Administrator
(without the limits otherwise provided in this Plan). 


The benefit under
(a), above, shall also apply to Executive Officers who retired prior to 2010. 
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.  


Company Services.  Each Executive Officer may receive reasonable communications
and entertainment services.   Such services shall only be provided by AT&T,
except wireline and Internet services where AT&T service is not reasonably
available. 


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.


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


Clubs.  Executive Officers may receive social club and country club
memberships (along with transfer fees) as approved by the CEO or the
Administrator.  Executive officers, but not persons other than Executive
Officers, shall be limited to transferable country club memberships and shall
not receive other country club fees, including dues and assessments.


AT&T does not
reimburse for any 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 any changes in memberships for the Chief Executive Officer. 


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.  The Chief Executive Officer may use such aircraft for personal
travel.  Other Executive



 





 


 












 





Officers may also use such
aircraft for personal travel where the Chief Executive Officer, in his or her
sole discretion, deems such personal use appropriate. 


Except where prohibited by
law, Executive Officers shall be required to reimburse the Company for the
incremental cost of personal use of AT&T provided aircraft.  For Executive
Officers other than the Chief Executive Officer, the Chief Executive Officer
may determine, in his or her sole discretion, that such reimbursement is not
required.


 


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, for
retirements occurring:


1. from January 1 through June 30 (inclusive), the amount will be
$20,000 in the calendar year of retirement; 


2. 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. 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
twenty-four (24) billing cycles after the Executive Officer’s death.  


Executive
Officers who retire: 


1.      
 on or before December 31, 2009, shall continue to
receive the financial counseling and estate planning benefits until his or her
death.  


2.      
 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 his/her death.  


After the death of an Executive Officer or Retired Executive
Officer, his or her survivor shall receive the communications benefit for  twenty-four
(24) billing cycles after the Executive Officer or Retired Executive Officer’s
death 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.