Exhibit (10)(iii)(A)6
AT&T Form 10-K
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Eligibility
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Each member of the Board of Directors ("Board") of the American
Telephone and Telegraph Company ("Company") who is not an employee of
the Company, or of any of its subsidiaries, is eligible to participate
in a Deferred Compensation Plan for Non-Employee Directors ("Plan").
2. Participation
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(a) Prior to the beginning of any calendar year, or in the case
of newly elected Directors, within 90 days of such election, each
eligible Director may elect to participate in the Plan by directing
that all or any part of the compensation which would otherwise have
been payable currently for services as a Director (including fees
payable for services as a member of a committee of the Board) during
such calendar year, or, in the case of newly elected Directors, during
the remainder of such calendar year, shall be credited to a deferred
compensation account subject to the terms of the Plan.
(b) Such an election to participate in the Plan shall be in the
form of a document executed by the Director and filed with the
Secretary of the Company. An election related to fees otherwise
payable currently in any calendar year shall become irrevocable on the
last day prior to the beginning of such calendar year, or, in the case
of new Directors, on the 90th day after becoming a Director. An
election shall continue until a Director ceases to be a Director or
until he or she terminates or modifies such election by written
notice. Any such termination or modification shall become effective
as of the end of the calendar year in which such notice is given with
respect to all fees otherwise payable in subsequent calendar years. A
Director who has filed a termination of election may thereafter again
file an election to participate for any calendar year or years
subsequent to the filing of such election.
(c) Also, a Director's deferred compensation account
automatically shall be credited with that part of the Director's
compensation for any calendar year (including fees for services as a
member of the Board), which the Board has directed to be credited
under this Plan. Such compensation shall be credited at the time that
the related compensation is or would otherwise have been paid
currently.
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3. Deferred Compensation Accounts
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(a) At the time of election to participate in the Plan under Item
2(a) above, a Director shall also designate the percentage of such
deferred amounts to be credited to the AT&T Shares portion of the
Director's deferred account and the percentage to be credited to the
Cash portion of such account. All deferred amounts credited under
Item 2(c) above shall be credited to the AT&T Shares portion of the
Director's deferred account.
(b) Deferred AT&T Shares. Deferred amounts credited to the AT&T
Shares portion of a Director's account on the date the related
compensation is or would be otherwise be paid shall be converted to a
number of deferred AT&T Shares, determined by dividing the amount of
such compensation by the price of AT&T common shares, as determined in
the last sentence of this paragraph. The Director's account shall
also be credited on each dividend payment date for AT&T Shares with an
amount equivalent to the dividend payment on the number of AT&T common
shares equal to the number of deferred AT&T Shares in the Director's
account on the record date for such dividend. Such amount shall then
be converted to a number of additional deferred AT&T Shares determined
by dividing such amount by the price of AT&T common shares, as
determined in the last sentence of this paragraph. The price of AT&T
common shares related to any compensation or dividend payment date
shall be the average of the daily high and low sale prices of AT&T
common shares on the New York Stock Exchange ("NYSE")for the period of
five trading days ending on such date, or the period of five trading
days immediately preceding such date, if the NYSE is closed on such
date.
In the event of any change in outstanding AT&T common shares by
reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or other similar
corporate change, the AT&T Board of Directors shall make such
adjustments, if any, that it deems appropriate in the number of
deferred AT&T Shares then credited to Director's accounts. Any and
all such adjustments shall be conclusive and binding upon all parties
concerned.
The maximum number of deferred AT&T Shares that may be maintained
in the AT&T Shares portion of all Directors' deferred compensation
account may not exceed 2 million. This number is subject to
adjustment to take into consideration adjustment in the number of
outstanding AT&T common shares as described in the preceding
paragraph.
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(c) Deferred Cash. Deferred amounts credited to the Cash portion
of a Director's account shall bear interest from the date the related
compensation is or would otherwise be paid. The interest credited to
the Cash portion of the account will be compounded quarterly at the
end of each calendar quarter. For all amounts whenever credited, the
rate of interest credited thereon, as of the end of each calendar
quarter ending after December 31, 1985, shall be equal to the average
ten-year U.S. Treasury note rate for the previous calendar quarter
plus 5% or such other rate as shall be determined from time to time by
the Board of Directors.
4. Distribution
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(a) At the time of election to participate in the Plan, a
Director shall also make elections with respect to the distribution
(during the Director's lifetime or in the event of the Director's
death) of amounts deferred under the Plan plus accumulated earnings.
Such elections shall be contained in the document referred to in Item
2(b), executed by the Director and filed with the Secretary of the
Company. The election with respect to the distribution during the
Director's lifetime, of fees for any calendar year, shall become
irrevocable on the last day prior to the beginning of such calendar
year. The election related to the distribution in the event of the
Director's death, including the designation of a beneficiary or
beneficiaries, may be changed by the Director at any time, by filing
the appropriate document with the Secretary of the Company.
(b) A Director may elect to receive amounts credited to his or
her account in one payment or in some other number of equal annual
installments (not exceeding 20), provided, however, that the number of
annual installments may not extend beyond the life expectancy of the
Director, determined as of the date the first installment is paid.
The election shall direct that the first installment (or the single
payment if the Director has so elected) be paid on the first day of
the calendar year immediately following either (1) the year in which
Director ceases to be a Director of the Company, or (2) the later of
the year in which the Director ceases to be a Director of the Company
or the year in which the Director attains the age specified in such
election, which age shall not be later than age 70-1/2. Each
distribution shall be made pro-rata from amounts credited to the Cash
portion and to the AT&T Shares portion of the Director's account on
the applicable payment date.
(c) All distributions shall be in cash. For this purpose, the
value of deferred AT&T Shares distributed on any payment date shall be
determined by multiplying the number of such deferred AT&T Shares by
the price of AT&T common stock, as determined in the following
sentence. The price of AT&T common shares related to any payment date
shall be the average of the daily high and low sale prices of AT&T
common shares on the New York Stock Exchange ("NYSE") for the period
of five trading days ending on such date, or the period of five
trading days immediately preceding such date, if the NYSE is closed on
such date.
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(d) Not withstanding an election pursuant to Item 4(b), in the
event a Director engages in any competitive activity, as determined in
accordance with and pursuant to the terms and conditions of the AT&T
Non-Competition Guideline, or becomes employed by any governmental
agency having jurisdiction over the activities of the Company or any
of its subsidiaries, the entire balance in the Director's deferred
account, including earnings, shall be paid immediately in a single
payment.
(e) A Director may elect that, in the event the Director should
die before full payment of all amounts credited to the Director's
deferred account, the balance of the deferred amounts shall be
distributed in one payment or in some other number of approximately
qual annual installments (not exceeding 10) to the beneficiary or
beneficiaries designated in writing by the Director, or if no
designation has been made, to the estate of the Director. The first
installment (or the single payment if the Director has so elected)
shall be paid on the first day of the calendar year following the year
of death.
(f) Installments subsequent to the first installment to the
Director, or to a beneficiary or to the Director's estate, shall be
paid on the first day of each succeeding calendar year until the
entire amount credited to the Director's deferred account shall have
been paid. Deferred amounts held pending distribution shall continue
to be credited with earnings, determined in accordance with Item 3.
5. Miscellaneous
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(a) The right of a Director to any deferred fees and/or earnings
thereon shall not be subject to assignment by the Director.
(b) All deferred amounts shall be held in the general funds of
the Company. The Company shall not be required to reserve, or
otherwise set aside, funds for the payment of its obligations
hereunder.
(c) Copies of the Plan and any and all amendments thereto shall
be made available at all reasonable times at the office of the
Secretary of the Company to all Directors.
December 15, 1993