EX-10.III.A.14



 






EXHIBIT 10(iii)(A)14




Summary of Compensation of Named Executive Officers



The company has an employment agreement with Patricia F. Russo, the Chairman and CEO, which
specifies an annual salary of $1,200,000 and annual incentive award target of 150% of annual
salary. This employment contract is filed as a separate exhibit. The company’s other named
executive officers are employees-at-will and do not have written employment agreements. The
company has arrangements with these other named executive officers to pay them an annual salary,
and they are eligible for annual incentive awards and three-year performance awards under the
company’s incentive compensation programs. The annual salaries for the company’s other named
executive officers are as follows: Frank D’Amelio, $725,000; Janet Davidson, $550,000; James
Brewington, $550,000; and Cindy Christy-Langenfeld $650,000. These other named executive officers
have target annual incentive awards that range from 100% to 120% of their respective base salaries.
The target three-year performance award amount for all of the named executive officers (including
Ms. Russo) for the 2006-2008 performance cycle is between 100% and 150% of the sum of base salary
plus the target annual incentive award. The total award earned (if any) under the three year
performance award is generally payable only if the named executive officer continues to be actively
employed by the company at the end of fiscal 2008 or meets certain other eligibility requirements.



For fiscal 2006, the level of funding for incentive compensation will first be determined by the
level of the company’s operating income versus objectives, which may result in an overall funding
percentage between 0% and 200%. The overall funding percentage will then be adjusted based upon the
level of the company’s revenue growth versus objectives. This overall funding percentage, as
adjusted, will be applied to the determination of annual incentive funding and three-year
performance awards.



The specific overall funding percentage that the Leadership Development and Compensation Committee
may approve at the end of the fiscal year will be applied to the named executive officer’s target
annual incentive award to determine the individual’s funding level. Generally, actual awards are
between 50% and 150% of the individual’s funding level, based upon a named executive officer’s
individual performance. Individual performance may be measured against, among other things, the
named executive officer’s objectives, including financial targets, customer satisfaction, employee
engagement, operational performance and shareowner value creation. In addition, each named
executive officer is assessed on leadership and managerial ability, business knowledge, execution
of Lucent’s business plan and overall business strategy, and adherence to Lucent’s values.



All named executive officers receive stock option grants awarded under the company’s 2003 Long-tem
Incentive Plan, and a grant was made on December 1, 2005.



The named executive officers are eligible for benefits programs applicable to U.S. employees
generally, as well as the following perquisites:





	 	•	 	Company-provided life insurance; the named executive officers are subject to
ordinary income tax for the amount of the life insurance premiums paid by the company.





 









 






	 	•	 	Cash payments to cover the costs of financial counseling services of $15,000 per
year, subject to ordinary income tax.
	 
	 	•	 	Car allowance payments of $1,400 per month, subject to ordinary income tax.
	 
	 	•	 	Use of company aircraft for personal travel; for Ms. Russo, this is required by the
company for security reasons; for other named executives officers, this is subject to
the approval of the Chairman and CEO. Ms. Russo is also eligible to utilize the
company car for personal travel.




The named executive officers are provided with severance protection equal to two years of base
salary and target annual incentive awards if the company for reasons other than cause terminates
their employment. During this two-year period, they will also continue to receive benefit coverage
and equity vesting.





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