Exhibit 10-d
SUPPLEMENTAL RETIREMENT INCOME PLAN
Effective: January 1, 1984
Revisions Effective: October 1, 2000
SUPPLEMENTAL RETIREMENT INCOME PLAN
TABLE OF CONTENTS
Section Page
1. Purpose 1
2. Definitions 1
3. Plan ("SRIP") Benefits 5
3.1 Termination of Employment/Vesting 5
3.2 Disability 7
3.3 Benefit Payout Alternatives 7
4. Death Benefits 10
4.1 Death 10
4.2 Disability 10
4.3 Termination of Employment 11
5. Payment 11
5.1 Commencement of Payments 11
5.2 Withholding; Unemployment Taxes 11
5.3 Recipients of Payments; Designation of 11
Beneficiary
5.4 Additional Benefit 11
5.5 No Other Benefits 12
5.6 Small Benefit 12
5.7 Special Increases 12
6. Conditions Related to Benefits 14
6.1 Administration of Plan 14
6.2 No Right to SBC Assets 14
6.3 Trust Fund 14
6.4 No Employment Rights 14
6.5 Modification or Termination of Plan 15
6.6 Offset 16
6.7 Change in Status 16
7. Miscellaneous 16
7.1 Nonassignability 16
7.2 Non-Competition 16
7.3 Notice 17
7.4 Validity 18
7.5 Applicable Law 18
7.6 Plan Provisions in Effect Upon 18
Termination of Employment
Attachment (Agreement)
SUPPLEMENTAL RETIREMENT INCOME PLAN
1. Purpose. The purpose of the Supplemental Retirement Income Plan
("Plan") is to provide Eligible Employees with retirement benefits to
supplement benefits payable pursuant to SBC's qualified group pension plans.
2. Definitions. For purposes of this Plan, the following words and
phrases shall have the meanings indicated, unless the context clearly
indicates otherwise:
Administrative Committee. "Administrative Committee" means a Committee
consisting of the Senior Executive Vice President-Human Resources and
two or more other members designated by the Senior Executive Vice
President-Human Resources who shall administer the Plan.
Agreement. "Agreement" means the written agreement (substantially in
the form attached to this Plan) that shall be entered into between SBC
by the Senior Executive Vice President-Human Resources and a
Participant to carry out the Plan with respect to such Participant.
Entry into a new Agreement shall not be required upon amendment of the
Plan or upon an increase in a Participant's Retirement Percent (which
increase shall nevertheless be utilized to determine the Participant's
benefits hereunder even though not reflected in the Participant's
Agreement), except entry into a new Agreement shall be required in the
case of an amendment which alters, to the detriment of a Participant,
the benefits described in this Plan as applicable to such Participant
(See Section 6.5). Such new Agreement shall operate as the written
consent required by Section 6.5 of the Participant to such amendment.
Beneficiary. "Beneficiary" shall mean any beneficiary or beneficiaries
designated by the Eligible Employee pursuant to the SBC Rules for
Employee Beneficiary Designations as may hereafter be amended from
time-to-time ("Rules").
Chairman. "Chairman" shall mean the Chairman of the Board of SBC
Communications Inc.
Disability. "Disability" means any Termination of Employment prior to
being Retirement Eligible that the Administrative Committee, in its
complete and sole discretion, determines is by reason of a
Participant's total and permanent disability. The Administrative
Committee may require that the Participant submit to an examination by
a competent physician or medical clinic selected by the Administrative
Committee. On the basis of such medical evidence, the determination of
the Administrative Committee as to whether or not a condition of total
and permanent disability exists shall be conclusive.
Earnings. "Earnings" means for a given calendar year the
Participant's: (1) bonus made as a short term award during the calendar
year but not exceeding 200% of the target amount of such bonus (or such
other portion of the bonus as may be determined by the Human Resources
Committee of the Board of SBC), plus (2) base salary before reduction
due to any contribution pursuant to any deferred compensation plan or
agreement provided by SBC, including but not limited to compensation
deferred in accordance with Section 401(k) of the Internal Revenue Code.
Eligible Employee. "Eligible Employee" means an Officer or a
non-Officer employee of any SBC company who is designated by the
Chairman as eligible to participate in the Plan. Effective on and
after July 1, 1994, only an Officer may become an Eligible Employee.
Final Average Earnings. "Final Average Earnings" means the average of
the Participant's Monthly Earnings for the thirty-six (36) consecutive
months out of the one hundred twenty (120) months next preceding the
Participant's Termination of Employment which yields the highest
average earnings. If the Participant has fewer than thirty-six (36)
months of employment, the average shall be taken over his or her period
of employment.
Immediate Annuity Value. "Immediate Annuity Value" means the annual
amount of annuity payments that would be paid out of a plan on a single
life annuity basis if payment of the plan's benefit was commenced
immediately upon Termination of Employment, notwithstanding the form of
payment of the plan's benefit actually made to the Participant (i.e.,
joint and survivor annuity, lump sum, etc.) and notwithstanding the
actual commencement date of the payment of such benefit.
Mid-Career Hire. "Mid-Career Hire" means an individual hired or
rehired at age 35 or older (i) into a position eligible for benefits
under this Plan or (ii) who is subsequently promoted to a position
eligible for benefits under this Plan.
Monthly Earnings. "Monthly Earnings" means one-twelfth (1/12) of
Earnings.
Officer. "Officer" shall mean an individual who is designated by the
Chairman as eligible to participate in the Plan who is an elected
officer of SBC or of any SBC subsidiary (direct or indirect).
Participant. A "Participant" means an Eligible Employee who has
entered into an Agreement to Participate in the Plan.
Retirement. "Retirement" shall mean the Termination of Employment of
an Eligible Employee for reasons other than death, on or after the
earlier of the following dates: (1) the date the Eligible Employee is
Retirement Eligible or (2) the date the Eligible Employee has attained
one of the following combinations of age and service at Termination of
Employment on or after April 1, 1997, except as otherwise indicated
below:
Net Credited Service Age
10 years or more 65 or older
20 years or more 55 or older
25 years or more 50 or older
30 years or more Any age
With respect to an Eligible Employee who is granted an EMP Service
Pension under and pursuant to the provisions of the SBC Pension Benefit
Plan - Nonbargained Program ("SBCPBP") upon Termination of Employment,
the term "Retirement" shall include such Eligible Employee's
Termination of Employment.
Retirement Eligible. "Retirement Eligible" or "Retirement Eligibility"
means that a Participant has attained age 55; provided, however, if (1)
the Participant is, or has been within the one year period immediately
preceding the relevant date, an Officer with 30 or more Years of
Service and has not attained age 55, or 2) the Participant has 15 or
more Years of Service and has not attained age 55 and is, or has been
within the one year period immediately preceding the relevant date, the
Chairman or a Direct Reporting Officer as such term is defined in SBC's
Schedule of Authorizations, he shall nevertheless be deemed to be
Retirement Eligible. Note: Any reference in any other SBC plan to a
person being eligible to retire with an immediate pension pursuant to
the SBC Supplemental Retirement Income Plan shall be interpreted as
having the same meaning as the term Retirement Eligible.
Retirement Percent. "Retirement Percent" means the percent specified
in the Agreement with the Participant which establishes a Target
Retirement Benefit (see Section 3.1) as a percentage of Final Average
Earnings.
SBC. "SBC" means SBC Communications Inc.
Service Factor. "Service Factor" means, unless otherwise agreed in
writing by the Participant and SBC, either (a) a deduction of 1.43
percent, or .715 percent for Mid-Career Hires, multiplied by the number
by which (i) thirty-five (or thirty in the case of an Officer) exceeds
(ii) the number of Years of Service of the Participant, or (b) a credit
of 0.71 percent multiplied by the number by which (i) the number of
Years of Service of the Participant exceeds (ii) thirty-five (or thirty
in the case of an Officer). For purposes of the above computation, a
deduction shall result in the Service Factor being subtracted from the
Retirement Percent whereas a credit shall result in the Service Factor
being added to the Retirement Percent.
Termination of Employment. "Termination of Employment" means the
ceasing of the Participant's employment from the SBC controlled group
of companies for any reason whatsoever, whether voluntarily or
involuntarily.
Year. A "Year" is a period of twelve (12) consecutive calendar months.
Year of Service. "Year of Service" means each complete Year of
continuous, full-time service as an employee beginning on the date when
a Participant first began such continuous employment with any SBC
company and on each anniversary of such date, including service prior
to the adoption of this Plan.
3. Plan ("SRIP") Benefits
3.1. Termination of Employment/Vesting. With respect to (1) a person
who becomes a Participant prior to January 1, 1998, or (2) a
person who prior to January 1, 1998 is an officer of a Pacific
Telesis Group ("PTG") company and becomes a Participant after
January 1, 1998, upon such a Participant's Termination of
Employment, SBC shall pay to such Participant a monthly SRIP
Benefit in accordance with Section 3.3. The amount of such
monthly SRIP Benefit is calculated as follows:
Final Average Earnings
x Revised Retirement Percentage
= Target Retirement Benefit
- Immediate Annuity Value of any SBC/PTG Qualified Pensions
- Immediate Annuity Value of any other SBC/PTG Non-Qualified
Pensions other than SRIP
= Target Benefit
- Age Discount
= SRIP Benefit immediately payable upon Termination of
Employment
With respect to a person who is appointed an Officer and becomes
a Participant on or after January 1, 1998, upon such a
Participant's Termination of Employment, SBC shall pay to such
Participant a monthly SRIP Benefit in accordance with Section
3.3. The amount of such monthly SRIP Benefit is calculated as
follows:
Final Average Earnings
x Revised Retirement Percentage
= Target Retirement Benefit
- Age Discount
= Discounted Target Benefit
- Immediate Annuity Value of any SBC/PTG Qualified Pensions
- Immediate Annuity Value of any SBC/PTG Non-Qualified
Pensions, other than SRIP
= SRIP Benefit immediately payable upon Termination of
Employment
Where in both of the above cases the following apply:
(a) Revised Retirement Percentage = Retirement Percent + Service
Factor
(b) For purposes of determining the Service Factor, the
Participant's actual Years of Service as of the date of
Termination of Employment, to the day, shall be used.
(c) For purposes of determining the Final Average Earnings, the
Participant's Earnings history as of the date of Termination
of Employment shall be used.
(d) Age Discount means the Participant's SRIP Benefit shall be
decreased by five-tenths of one percent (.5%) for each month
that the date of the commencement of payment precedes the
date on which the Participant will attain age 60.
Notwithstanding the foregoing, if at the time of Termination
of Employment the Participant (1) is, or has been within the
one year period immediately preceding Participant's
Termination of Employment, an Officer with 30 or more years
of Service or (2) has 15 or more Years of Service and is, or
has been within the one year period immediately preceding
Participant's Termination of Employment, the Chairman or a
Direct Reporting Officer, such Participant's Age Discount
shall be zero.
Except to true up for an actual short term award paid following
Termination of Employment, there shall be no recalculation of a
Participant's monthly SRIP Benefit following Participant's
Termination of Employment.
If a Participant who has commenced payment of his or her SRIP
Benefit dies, his or her Beneficiary shall be entitled to receive
the remaining installments of such SRIP Benefit, if any, which
are payable in accordance with Section 3.3. If a Participant
dies while in active service, Section 4 shall apply.
Notwithstanding any other provision of this Plan, upon any
Termination of Employment of the Participant for a reason other
than death or Disability, SBC shall have no obligation to the
Participant under this Plan if the Participant has less than 5
Years of Service at the time of Termination of Employment.
3.2 Disability. Upon a Participant's Disability and application for
benefits under the Social Security Act as now in effect or as
hereinafter amended, the Participant will continue to accrue
Years of Service during his or her Disability until the earliest
of his or her:
(a) Recovery from Disability,
(b) Retirement, or
(c) Death.
Upon the occurrence of either (a) Participant's recovery from
Disability prior to his or her Retirement Eligibility if
Participant does not return to employment, or (b) Participant's
Retirement, the Participant shall be entitled to receive a SRIP
Benefit in accordance with Section 3.1.
For purposes of calculating the foregoing benefit, the
Participant's Final Average Earnings shall be determined using
his or her Earnings history as of the date of his or her
Disability.
If a Participant who continues to have a Disability dies prior to
his or her Retirement Eligibility, the Participant will be
treated in the same manner as if he or she had died while in
employment (See Section 4.1).
3.3 Benefit Payout Alternatives. The normal form of a Participant's
benefits hereunder shall be a Life with 10-Year Certain Benefit
as described in Section 3.3(a). However, a Participant may elect
in his or her Agreement to convert his or her benefits hereunder,
into one of the Alternative Benefits described in Section 3.3(b)
and (c).
(a) Life with a 10-Year Certain Benefit. An annuity payable
during the longer of (i) the life of the Participant or
(ii) the 10-year period commencing on the date of the first
payment and ending on the day next preceding the tenth
anniversary of such date (the "Life With 10-Year Certain
Benefit"). If a Participant who is receiving a Life with
10-Year Certain Benefit dies prior to the expiration of the
10-year period described in this Section 3.3(a), the
Participant's Beneficiary shall be entitled to receive the
remaining Life With 10-Year Certain Benefit installments
which would have been paid to the Participant had the
Participant survived for the entire such 10-year period.
(b) Joint and 100% Survivor Benefit. A joint and one hundred
percent (100%) survivor annuity payable for life to the
Participant and at his or her death to his or her
Beneficiary, in an amount equal to one hundred percent
(100%) of the amount payable during the Participant's life,
for life (the "Joint and 100% Survivor Benefit").
(c) Joint and 50% Survivor Benefit. A joint and fifty percent
(50%) survivor annuity payable for life to the Participant
and at his or her death to his or her Beneficiary, in an
amount equal to fifty percent (50%) of the amount payable
during the Participant's life, for life (the "Joint and 50%
Survivor Benefit").
The Benefit Payout Alternatives described in Section 3.3(b) and
3.3(c) shall be the actuarially determined equivalent (as
determined by the Administrative Committee in its complete and
sole discretion) of the Life With 10-Year Certain Benefit that is
converted by such election.
Any election made pursuant to this Section 3.3 shall be made in
the Participant's Agreement and once made shall be irrevocable.
Notwithstanding the foregoing, a Participant may elect in his or
her Agreement to defer the time by which he or she is required to
elect one of the foregoing forms of Benefit Payout Alternatives.
Any such deferred election must be made by the Participant in
writing to the Administrative Committee no later than the last
day of the calendar year preceding the calendar year in which
Participant's Retirement takes place or other benefit payment
under this Plan commences.
If a Participant's Agreement fails to show an election of a
Benefit Payout Alternative, or if the Participant having chosen
to defer his or her benefit election, fails to make a timely
election of benefits, such Participant's form of benefit shall be
the Life With 10-Year Certain Benefit which is described in
Section 3.3(a).
Notwithstanding the foregoing, in the event of the death of a
designated annuitant during the life of the Participant, the
Participant's election to have a Benefit Payout Alternative
described in Section 3.3(b) or 3.3(c) shall be deemed to be
revoked, in which event, subject to the conditions and
limitations specified in the immediately preceding paragraph, or
within the ninety-day period following the death of the annuitant
if such period would end later than the time allowed for an
election by the immediately preceding paragraph, the Participant
may elect to have his or her benefit, or remaining benefit, under
the Plan, as the case may be, paid in any of the forms described
in this Section 3.3. In the event the Participant's designated
annuitant predeceases the Participant and the Participant fails
to make a timely election in accordance with the provisions of
the immediately preceding sentence, the Participant's benefit, or
remaining benefit, as the case may be, shall be paid or
reinstated, as the case may be, in the form of a Life With
10-Year Certain Benefit as described in Section 3.3(a). Any
conversion of benefit from one form to another pursuant to the
provisions of this paragraph shall be subject to actuarial
adjustment (as determined by the Administrative Committee in its
complete and sole discretion) such that the Participant's new
benefit is the actuarial equivalent of the Participant's
remaining prior form of benefit. Payments pursuant to
Participant's new form of benefit shall be effective commencing
with the first monthly payment for the month following the death
of the annuitant.
Notwithstanding any other provision of this Plan to the contrary,
payment in the form of a Benefit Payout Alternative described in
Section 3.3(b) or 3.3(c), with a survivor annuity for the benefit
of the Participant's spouse as Beneficiary, may be waived by the
annuitant with the consent of the Participant in the event of the
divorce (or legal separation) of said annuitant from said
Participant. In such event, the Participant's benefit shall be
reinstated to the remainder of the Life with 10-Year Certain
Benefit as described in Section 3.3(a) (i.e., the 10-Year period
as described in Section 3.3(a) shall be the same 10-year period
as if such form of benefit was the form of benefit originally
selected and the expiration date of such period shall not be
extended beyond its original expiration date) effective
commencing with the first monthly payment following receipt of
the waiver and Participant consent in a form acceptable to the
Administrative Committee. A waiver of the type described in this
paragraph shall be irrevocable.
4. Death Benefits
4.1 Death. If a Participant dies prior to his or her Retirement, a
pre-retirement death benefit will be calculated and paid as
though the Participant had retired on the day prior to the date
of death. Notwithstanding the provisions of Section 3.3, if a
Participant's Agreement fails to show an election of a Benefit
Payout Alternative, or if the Participant, having chosen to defer
his benefit election, failed to make a timely election of
benefits prior to his death, the form of the pre-retirement death
benefit shall, at the option of the Participant's Beneficiary, be
either the Life With 10-Year Certain Benefit form of the
Participant's benefit or a Beneficiary Life Annuity (as such term
is hereinafter described) based on the life expectancy of the
Beneficiary. If paid as a Beneficiary Life Annuity based on the
Life of the Beneficiary, such benefit shall be the actuarially
determined equivalent (as determined by the Administrative
Committee in its complete and sole discretion) of the Life With
10-Year Certain Benefit; provided, however, should the
Beneficiary die prior to the payment to the Beneficiary of the
total dollar amount of the Life with 10-Year Certain Benefit, the
remaining dollar balance of such Life With 10-Year Certain
Benefit shall be paid in accordance with the Participant's
beneficiary designation and the Rules at the same monthly rate of
payment as would have been the monthly payment pursuant to the
10-year payment schedule had the Life With 10-Year Certain
Benefit been selected.
4.2 Disability. In the event that a Participant terminates
employment prior to Retirement by reason of a Disability that
entitles the Participant to continue to accrue Years of Service
until Retirement Eligibility pursuant to Section 3.2 and
thereafter dies after attaining Retirement Eligibility, the
Employer shall pay to the Participant's Beneficiary the Death
Benefit specified in Section 4.1 based on the Participant's
Monthly Earnings for the twelve (12) months preceding his or her
Disability. No death benefit shall be payable if the Participant
dies prior to attaining Retirement Eligibility.
4.3 Termination of Employment. If a Participant terminates
employment other than by reason of Disability prior to Retirement
Eligibility, no death benefit shall be payable to the
Participant's Beneficiary.
5. Payment.
5.1 Commencement of Payments. Commencement of payments under this
Plan shall begin not later than sixty (60) days following the
occurrence of an event with entitles a Participant (or a
Beneficiary) to payments under this Plan.
5.2 Withholding; Unemployment Taxes. To the extent required by the
law in effect at the time payments are made, any taxes required
to be withheld by the Federal or any state or local government
shall be withheld from payments made hereunder.
5.3 Recipients of Payments; Designation of Beneficiary. All payments
to be made under the Plan shall be made to the Participant during
his or her lifetime, provided that if the Participant dies prior
to the completion of such payments, then all subsequent payments
under the Plan shall be made to the Participant's Beneficiary or
Beneficiaries.
In the event of the death of a Participant,
distributions/benefits under this Plan shall pass to the
Beneficiary (ies) designated by the Participant in accordance
with the Rules.
5.4 Additional Benefit. The reduction of any benefits payable under
the SBC Pension Benefit Plan ("SBCPBP"), which results from
participation in the SBC Senior Management Deferred Compensation
Program of 1988, will be restored under this Plan.
5.5 No Other Benefits. No benefits shall be paid hereunder to the
Participant or his or her Beneficiary except as specifically
provided herein.
5.6 Small Benefit. Notwithstanding any election made by the
Participant, the Administrative Committee in its sole discretion
may pay any benefit in the form of a lump sum payment if the lump
sum equivalent amount is or would be less than $10,000 when
payment of such benefit would otherwise commence.
5.7 Special Increases.
5.7.1 1990 Special Increase. Notwithstanding any other provision
of this Plan to the contrary:
(a) Effective July 1, 1990, the monthly pension benefit
amount then being paid hereunder to a retired
Participant whose Plan payments began before January
1990 shall be increased by 1/30 of 5.0% for each
month from and including January 1988 or the month in
which said Participant's pension payments began,
whichever is later, through and including June 1990,
inclusive.
(b) Effective July 1, 1990, the present and/or future
monthly payment hereunder of a surviving annuitant of
a Participant whose Plan payments began before
January 1990 or of a Participant who died in active
service before January 1990, shall be increased by
the same percentage as the related pension was or
would have been increased under the provisions of
Paragraph (a) of this Section 5.7.1.
5.7.2 Enhanced Management Pension (EMP) Flow-Through For
Participant Receiving Other Than an SBCPBP "Cash Balance"
Benefit. Notwithstanding any other provision of this Plan
to the contrary:
(a) Effective December 30, 1991, a Participant who as of
the date of his or her Retirement satisfies the
requirements for a service pension under the terms of
the SBCPBP as it existed prior to December 30, 1991,
shall have his or her SRIP Benefit determined without
subtracting any increase in his or her SBCPBP (or
successor plan) pension amount attributable to the
Enhanced Management Pension ("EMP") provisions
thereof, i.e., EMP benefits will "flow-through" to
the Participant; provided, however, such additional
benefit amounts corresponding to term of employment
extending beyond age 65 through application of the
EMP provisions shall be subtracted.
(b) EMP flow-through shall not apply in the case of any
person who becomes an Eligible Employee after
December 31, 1997.
5.7.3 1993 Special Increase and Subsequent Special Increases.
Notwithstanding any other provisions of this Plan to the
contrary:
(a) Effective July 1, 1993, the monthly pension benefit
amount then being paid hereunder to (1) all retired
Participants whose Plan payments began before July 1,
1993, (2) then current and contingent annuitants of
such retired Participants who elected one of the
Plan's survivor annuities and (3) then current
annuitants of employees who before July 1, 1993 died
in active service shall be increased in the same
percentages as the SBCPBP ad hoc pension increase
percentages effective July 1, 1993.
(b) Any time after July 1, 1993 that SBCPBP is amended to
provide for an ad hoc pension increase for SBCPBP
nonbargained participants, the same percentage
increase shall apply to Plan benefit amounts.
6. Conditions Related to Benefits.
6.1 Administration of Plan. The Administrative Committee shall be
the sole administrator of the Plan and will administer the Plan,
interpret, construe and apply its provisions in accordance with
its terms. The Administrative Committee shall further establish,
adopt or revise such rules and regulations as it may deem
necessary or advisable for the administration of the Plan. All
decisions of the Administrative Committee shall be final and
binding unless the Board of Directors should determine otherwise.
6.2 No Right to SBC Assets. Neither a Participant nor any other
person shall acquire by reason of the Plan any right in or title
to any assets, funds or property of any SBC company whatsoever
including, without limiting the generality of the foregoing, any
specific funds or assets which SBC, in its sole discretion, may
set aside in anticipation of a liability hereunder, nor in or to
any policy or policies of insurance on the life of a Participant
owned by SBC. No trust shall be created in connection with or by
the execution or adoption of this Plan or any Agreement, and any
benefits which become payable hereunder shall be paid from the
general assets of SBC. A Participant shall have only a
contractual right to the amounts, if any, payable hereunder
unsecured by any asset of SBC.
6.3 Trust Fund. SBC shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, SBC may
establish one or more trusts, for the purpose of providing for
the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the
claims of SBC's creditors. To the extent any benefits provided
under the Plan are actually paid from any such trust, SBC shall
have no further obligation with respect thereto, but to the
extent not so paid, such benefits shall remain the obligation of,
and shall be paid by SBC.
6.4 No Employment Rights. Nothing herein shall constitute a contract
of continuing employment or in any manner obligate any SBC
company to continue the service of a Participant, or obligate a
Participant to continue in the service of any SBC company and
nothing herein shall be construed as fixing or regulating the
compensation paid to a Participant.
6.5 Modification or Termination of Plan. This Plan may be modified
or terminated at any time in accordance with the provisions of
SBC's Schedule of Authorizations. A modification may affect
present and future Eligible Employees. SBC also reserves the
sole right to terminate at any time any or all Agreements. In
the event of termination of the Plan or of a Participant's
Agreement, a Participant shall be entitled to benefits hereunder,
if prior to the date of termination of the Plan or of his or her
Agreement, such Participant has attained 5 Years of Service, in
which case, regardless of the termination of the
Plan/Participant's Agreement, such Participant shall be entitled
to benefits at such time as provided in and as otherwise in
accordance with the Plan and his or her Agreement, provided,
however, Participant's benefit shall be computed as if
Participant had terminated employment as of the date of
termination of the Plan or of his or her Agreement; provided
further, however, Participant's service subsequent to
Plan/Agreement termination shall be recognized for purposes of
reducing or eliminating the Age discount provided for by Section
3.1(d). No amendment, including an amendment to this Section
6.5, shall be effective, without the written consent of a
Participant, to alter, to the detriment of such Participant, the
benefits described in this Plan as applicable to such Participant
as of the effective date of such amendment. For purposes of this
Section 6.5, an alteration to the detriment of a Participant
shall mean a reduction in the amount payable hereunder to a
Participant to which such Participant would be entitled if such
Participant terminated employment at such time, or any change in
the form of benefit payable hereunder to a Participant to which
such Participant would be entitled if such Participant terminated
employment at such time. Any amendment which reduces
Participant's benefit hereunder to adjust for a change in his or
her pension benefit resulting from an amendment to any
company-sponsored defined benefit pension plan which changes the
pension benefits payable to all employees, shall not require the
Participant's consent. Written notice of any amendment shall be
given to each Participant.
6.6 Offset. If at the time payments or installments of payments are
to be made hereunder, a Participant or his Beneficiary or both
are indebted to any SBC company, then the payments remaining to
be made to the Participant or his Beneficiary or both may, at the
discretion of the Board of Directors, be reduced by the amount of
such indebtedness; provided, however, that an election by the
Board of Directors not to reduce any such payment or payments
shall not constitute a waiver of such SBC company's claim for
such indebtedness.
6.7 Change in Status.In the event of a change in the employment
status of a Participant to a status in which he is no longer an
Eligible Employee, the Participant shall immediately cease to be
eligible for any benefits under this Plan except such benefits as
had previously vested. Only Participant's Years of Service and
Earnings history prior to the change in his employment status
shall be taken into account for purposes of determining
Participant's vested benefits hereunder.
7. Miscellaneous.
7.1 Nonassignability. Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate
or convey in advance of actual receipt of the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights
to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to
actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
7.2 Non-Competition. Notwithstanding any other provision of this
Plan, all benefits provided under the Plan with respect to a
Participant shall be forfeited and canceled in their entirety if
the Participant, without the consent of SBC and while employed by
SBC or any subsidiary thereof or within three (3) years after
termination of such employment, engages in competition with SBC
or any subsidiary thereof or with any business with which SBC or
a subsidiary or affiliated company has a substantial interest
(collectively referred to herein as "Employer business") and
fails to cease and desist from engaging in said competitive
activity within 120 days following receipt of written notice from
SBC to Participant demanding that Participant cease and desist
from engaging in said competitive activity. For purposes of this
Plan, engaging in competition with any Employer business shall
mean engaging by the Participant in any business or activity in
the same geographical market where the same or substantially
similar business or activity is being carried on as an Employer
business. Such term shall not include owning a nonsubstantial
publicly traded interest as a shareholder in a business that
competes with an Employer business. However, engaging in
competition with an Employer business shall include representing
or providing consulting services to, or being an employee of, any
person or entity that is engaged in competition with any Employer
business or that takes a position adverse to any Employer
business. Accordingly, benefits shall not be provided under this
Plan if, within the time period and without the written consent
specified, Participant either engages directly in competitive
activity or in any capacity in any location becomes employed by,
associated with, or renders service to any company, or parent or
affiliate thereof, or any subsidiary of any of them, if any of
them is engaged in competition with an Employer business,
regardless of the position or duties the Participant takes and
regardless of whether or not the employing company, or the
company that Participant becomes associated with or renders
service to, is itself engaged in direct competition with an
Employer business.
7.3 Notice. Any notice required or permitted to be given to the
Administrative Committee under the Plan shall be sufficient if in
writing and hand delivered, or sent by certified mail, to the
principal office of SBC, directed to the attention of the Senior
Vice President-Human Resources. Any notice required or permitted
to be given to a Participant shall be sufficient if in writing
and hand delivered, or sent by certified mail, to Participant at
Participant'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.
7.4 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.
7.5 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").
7.6 Plan Provisions in Effect Upon Termination of Employment. The
Plan provisions in effect upon a Participant's termination of
employment shall govern the provision of benefits to such
Participant. Notwithstanding the foregoing sentence, the
benefits of a Participant whose Retirement occurred prior to
February 1, 1989, shall be subject to the provisions of Section
3.3 hereof.
SUPPLEMENTAL RETIREMENT INCOME PLAN AGREEMENT
THIS AGREEMENT is made and entered into at San Antonio, Texas as
of this _____ day of _______________, by and between SBC Communications Inc.
("SBC") and __________ ("Participant").
WHEREAS, SBC has adopted a Supplemental Retirement Income Plan
(the "Plan"); and
WHEREAS, the Participant has been determined to be eligible to
participate in the Plan; and
WHEREAS, the Plan requires that an agreement be entered into
between SBC and Participant setting out certain terms and benefits of the
Plan as they apply to the Participant;
NOW, THEREFORE, SBC and the Participant hereby agree as follows:
1. The Plan is hereby incorporated into and made a part of
this Agreement as though set forth in full herein. The
parties shall be bound by, and have the benefit of, each
and every provision of the Plan as set forth in the Plan.
2. The Participant was born on ___________, and his or her
present employment began on _____________,
3. The Participant's "Retirement Percent" which is described
in the Plan shall be ________ percent (__%)
4. Election as to Form of Benefits. The Participant elects
the Benefit Payout Alternative listed below next to which
the Participant has subscribed his or her initials. If no
option is initialed, the Participant's form of benefit
under the Plan shall be the Life With 10-Year Certain
Benefit, which is listed under a. below:
a. Life with 10-Year Certain Benefit described in
Section 3.3(a) of the Plan.
b. Joint and 100% Survivor Benefit described in
Section 3.3(b) of the Plan.
c. Joint and 50% Survivor Benefit described in
Section 3.3(c) of the Plan.
d. The Participant elects to defer making an election
as to the form of benefit until no later than the
last day of the calendar year preceding the
calendar year in which the Participant's
Retirement takes place or SRIP benefit commences.
This Agreement supersedes all prior Supplemental Retirement
Income Plan Agreements between SBC and Participant, and any amendments
thereto, and shall inure to the benefit of, and be binding upon, SBC, its
successors and assigns, and the Participant and his or her Beneficiaries.
IN WITNESS WHEREOF, the parties hereto have signed and entered
into this Agreement on and as of the date first above written.
SBC:
By
Senior Executive Vice President
-Human Resources
PARTICIPANT:
By