EXHIBIT 10-p
SBC Communications Inc.
1992 STOCK OPTION PLAN
Plan Effective: January 1, 1996
As amended through: November 19, 1999
1992 Stock Option Plan
TABLE OF CONTENTS
1.1 Purpose................................................1
1.2 Additional Definitions.................................1
1.3 Effective Date.........................................2
2.1 The Committee..........................................2
2.2 Authority of the Committee.............................2
3.1 Number of Shares.......................................3
3.2 Lapsed Options.........................................3
3.3 Adjustments in Authorized Shares.......................3
4.1 Grant of Options.......................................3
4.2 Form of Issuance.......................................4
4.3 Option Price...........................................4
4.4 Duration of Option.....................................4
4.5 Vesting of Options.....................................4
4.6 Exercise of Options....................................4
4.7 Payment................................................5
4.8 Termination of Employment..............................6
4.9 Transfers..............................................6
4.10 Restrictions on Exercise and Transfer of Options.......6
4.11 Change in Control......................................7
5.1 Amendment, Modification, and Termination...............7
5.2 Awards Previously Granted..............................8
6.1 Tax Withholding........................................8
7.1 Employment.............................................8
7.2 Participation..........................................8
7.3 Successors.............................................8
7.4 Governing Law..........................................8
1992 Stock Option Plan
SBC 1992 STOCK OPTION PLAN
ARTICLE 1. PURPOSE, DEFINITIONS AND EFFECTIVE DATE
1.1 Purpose. The purpose of the SBC 1992 Stock Option Plan ("Plan") is to
promote the success and enhance the value of SBC Communications Inc. (the
"Company") by linking the personal interests of the Employees of the
Company and its Subsidiaries to the interests of the Company's
shareowners, and by providing Employees with an additional incentive for
outstanding performance. To achieve this purpose, Options to purchase
common stock of the Company may be granted to Employees of the Company and
its Subsidiaries pursuant to the Plan.
1.2 Additional Definitions. In addition to definitions set forth elsewhere
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in the Plan, for purposes of the Plan:
(a) "Cause" shall mean willful and gross misconduct on the part of a
Participant that is materially and demonstrably detrimental to the
Company or any Subsidiary as determined by the Committee in its sole
discretion.
(b) "Employee" shall mean any management employee of the Company or of
one of its Subsidiaries in the third (3rd) level of management or
above. Directors who are not otherwise employed by the Company or any
of its Subsidiaries shall not be considered Employees under the Plan.
(c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor Act thereto.
(d) "Fair Market Value" shall mean the closing price on the New York
Stock Exchange ("NYSE") for Shares on the relevant date, or if such
date was not a trading day, the next preceding trading date, all as
determined by the Company. A trading day is any day that the Shares
are traded on the NYSE. In lieu of the foregoing, the Committee may
select any other index or measurement to determine the Fair Market
Value of Shares under the Plan.
(e) "Option" shall mean the right to purchase one or more shares of the
common stock of SBC Communications Inc. on the terms and conditions
contained in this Plan, the rules of the Committee, and the terms of
the Option.
(f) "Retirement" shall mean the termination of a Participant's employment
with the Company or one of its Subsidiaries, for reasons other than
death, disability (as that term is used in the SBC Senior Management
Long Term Disability Plan) or for Cause, on or after the earlier of
the following dates: (1) the date Participant is eligible to retire
with an immediate pension pursuant to the SBC Supplemental Retirement
Income Plan; or (2) the date the Participant 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 a Participant who is granted an EMP Service
Pension under and pursuant to the provisions of the SBC Pension
Benefit Plan - Nonbargained Program upon termination of Employment,
the term "Retirement" shall include such Participant's termination of
employment.
(g) "Rotational Work Assignment Company" or "RWAC" shall mean Bell
Communications Research, Inc., formerly the Central Services
Organization, Inc., and/or any other entity with which SBC
Communications Inc. or any of its subsidiaries may enter into an
agreement to provide an employee for a rotational work assignment.
(h) "Shares" or "Stock" or "Shares of Stock" shall mean the common stock
of SBC Communications Inc.
(i) "Subsidiary" shall mean any corporation in which the Company owns
directly, or indirectly through subsidiaries, more than fifty percent
(50%) of the total combined voting power of all classes of Stock, or
any other entity (including, but not limited to, partnerships and
joint ventures) in which the Company owns more than fifty percent
(50%) of the combined equity thereof.
1.3 Effective Date. The Plan shall be effective on the date it is approved
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by the Company's shareowners.
ARTICLE 2. ADMINISTRATION
2.1 The Committee. The Plan shall be administered by a Committee or
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Committees (the "Committee") appointed by the Board of Directors.
2.2 Authority of the Committee. The Committee shall have full power, except as
limited by law or by the Articles of Incorporation or Bylaws of the
Company, and subject to the provisions of this Plan, to select the
recipients of Options ("Participants"); determine the sizes of grants of
Options under the Plan; determine the exercise price, duration, vesting
requirements, and period of exercisability of each Option; determine the
terms and conditions of such Option grants in a manner consistent with the
Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend, or waive rules and
regulations for the Plan's administration; and, subject to the provisions
of Article 5 - Amendment, Modification, and Termination, herein, amend the
terms and conditions of any outstanding Option to the extent such terms
and conditions are within the discretion of the Committee as provided in
the Plan. Further, the Committee shall make all other determinations which
may be necessary or advisable for the administration of the Plan.
All determinations and decisions made by the Committee pursuant to
the provisions of the Plan, and all related orders and resolutions of the
Board shall be final, conclusive, and binding on all persons, including
the Company, its shareowners, Employees, Participants, and their estates
and beneficiaries.
ARTICLE 3. SHARES SUBJECT TO THE PLAN
3.1 Number of Shares. Subject to adjustment as provided in Section 3.3
Adjustments in Authorized Shares, herein, the total number of Shares of
Stock for which Options may be granted under the Plan may not exceed
9,000,000 Shares. These Shares may be either authorized but unissued or
reacquired Shares.
3.2 Lapsed Options. If any Option granted under the Plan is canceled,
terminates, expires, or lapses for any reason, any Shares subject to such
Option again shall be available for the grant of an Option under the Plan.
3.3 Adjustments in Authorized Shares. In the event of a merger,
reorganization, consolidation, recapitalization, separation, liquidation,
stock dividend, stock split, share combination, or other change in the
corporate structure of the Company affecting the Shares, such adjustment
shall be made in the number and class of Shares which may be delivered
under the plan, and in the number and class of and/or price of Shares
subject to outstanding Options granted under the Plan, as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights; and provided
that the number of Shares subject to any Option shall always be a whole
number.
ARTICLE 4. STOCK OPTIONS
4.1 Grant of Options. Subject to the terms and provisions of the Plan, Options
may be granted to such Employees, at such times and on such terms and
conditions, as shall be determined by the Committee; provided, however, no
Options may be granted after the 10th anniversary of the effective date of
the Plan. The Committee shall have discretion in determining the number of
Options and the number of Shares subject to each Option granted to each
Participant. Without limiting the generality of the foregoing, the
Committee shall have the authority to establish guidelines setting forth
anticipated grant levels which correspond to various salary grades or the
equivalent thereof.
4.2 Form of Issuance. Options may be issued in the form of a certificate or
may be recorded on the books and records of the Company for the account of
the Participant. If an Option is not issued in the form of a certificate,
then the Option shall be deemed granted upon issuance of a notice of the
grant addressed to the recipient. The terms and conditions of an Option
shall be set forth in the certificate, in the notice of the issuance of
the grant, or in such other documents as the Committee shall determine.
The Committee may require a Participant to enter into a written agreement
containing terms and conditions relating to the Option and its exercise.
4.3 Option Price. The Option Price for each grant of an Option shall be
determined by the Committee; provided, however, that the minimum Option
Price shall be one hundred percent (100%) of the Fair Market Value of a
Share on the date the Option is granted.
4.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date
of its grant.
4.5 Vesting of Options. Options shall vest at such times and under such terms
and conditions as determined by the Committee. The Committee shall have
the authority to accelerate the vesting of any Option; provided, however,
that the Senior Executive Vice President - Human Resources, or his
successor, or such other person designated by the Committee, shall have
the authority to accelerate the vesting of Options for any Participant who
is in the fifth level of management or below and who is not a Director or
an officer (as that term is defined in Section 16 of the Exchange Act).
4.6. Exercise of Options. Options granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee shall in each instance approve, which need not be the same for
each grant or for each Participant. However, in no event may any Option
granted under this Plan become exercisable prior to the first anniversary
of the date of its grant, except as provided in Section 4.11 Change in
Control.
Options shall be exercised by providing notice to the designated
agent selected by the Company (if no such agent has been designated, then
to the Company), in the manner and form determined by the Company, which
notice shall be irrevocable, setting forth the exact number of Shares with
respect to which the Option is being exercised and including with such
notice payment of the Option Price. When Options have been transferred,
the Company or its designated agent may require appropriate documentation
that the person or persons exercising the Option, if other than the
Participant, has the right to exercise the Option. No Option may be
exercised with respect to a fraction of a Share.
4.7 Payment. The Option Price shall be paid in full at the time of exercise.
No Shares shall be issued or transferred until full payment has been
received therefor.
Payment may be made:
(a) in cash, or
(b) unless otherwise provided by the Committee at any time, and subject
to such additional terms and conditions and/or modifications as the
Committee or the Company may impose from time to time, and further
subject to suspension or termination of this provision by the
Committee or the Company at any time, by:
(i) delivery of Shares of Stock owned by the Participant in partial
(if in partial payment, then together with cash) or full payment;
provided, however, as a condition to paying any part of the
Option Price in Stock, at the time of exercise of the Option, the
Participant must establish to the satisfaction of the Company
that the Stock tendered to the Company must have been held by the
Participant for a minimum of six (6) months preceding the tender;
or
(ii)if the Company has designated a stockbroker to act as the
Company's agent to process Option exercises, issuance of an
exercise notice to such stockbroker together with instructions
irrevocably instructing the stockbroker: (A) to immediately sell
(which shall include an exercise notice that becomes effective
upon execution of a limit order) a sufficient portion of the
Shares to pay the Option Price of the Options being exercised and
the required tax withholding, and (B) to deliver on the
settlement date the portion of the proceeds of the sale equal to
the Option Price and tax withholding to the Company. In the event
the stockbroker sells any Shares on behalf of a Participant, the
stockbroker shall be acting solely as the agent of the
Participant, and the Company disclaims any responsibility for the
actions of the stockbroker in making any such sales. No Stock
shall be issued until the settlement date and until the proceeds
(equal to the Option Price and tax withholding) are paid to the
Company.
If payment is made by the delivery of Shares of Stock, the value of
the Shares delivered shall be equal to the Fair Market Value of the Shares
on the day preceding the date of exercise of the Option.
Restricted Stock may not be used to pay the Option Price.
4.8 Termination of Employment.
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(a) Termination by Reason of Death or Disability. In the event the
employment of a Participant is terminated by reason of death or
disability (as that term is used in the SBC Senior Management Long
Term Disability Plan), any outstanding Options granted to the
Participant shall vest as of the date of termination of employment
and may be exercised, if at all, no more than one (1) year following
termination of employment, unless the Options, by their terms, expire
earlier.
(b) Termination by Retirement. In the event the employment of a
Participant is terminated by reason of Retirement, any outstanding
Options granted to the Participant which are vested as of the date of
termination of employment may be exercised, if at all, no more than
three (3) years following termination of employment, unless the
Options, by their terms, expire earlier.
(c) Termination of Employment for Other Reasons. If the employment of a
Participant shall terminate for any reason other than the reasons set
forth in (a) or (b), above, and other than for Cause, all outstanding
Options granted to the Participant which are vested as of the date of
termination of employment may be exercised by the Participant within
the period beginning on the effective date of termination of
employment and ending three (3) months after such date, unless the
Options, by their terms, expire earlier.
(d) Termination for Cause. If the employment of a Participant shall
terminate for Cause, all outstanding Options held by the Participant
shall immediately terminate and be forfeited to the Company, and no
additional exercise period shall be allowed.
(e) Options not Vested at Termination. Any outstanding Options not vested
as of the effective date of termination of employment shall expire
immediately and shall be forfeited to the Company.
4.9 Transfers. For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its Subsidiaries (or
between Subsidiaries) or between the Company or a Subsidiary and a RWAC,
to the extent the term of employment at a RWAC is equal to or less than
five years shall not be deemed a termination of employment.
4.10 Restrictions on Exercise and Transfer of Options. During the Participant's
lifetime, the Participant's Options shall be exercisable only by the
Participant or by the Participant's guardian or legal representative.
After the death of the Participant, except as otherwise provided by the
Company's Rules for Employee Beneficiary Designations, an Option shall
only be exercised by the holder thereof (including, but not limited to, an
executor or administrator of a decedent's estate) or his or her guardian
or legal representative.
No Option shall be transferable except: (a) in the case of the
Participant, only upon the Participant's death and in accordance with the
Company's Rules for Employee Beneficiary Designations; and (b) in the case
of any holder after the Participant's death, only by will or by the laws
of descent and distribution.
4.11 Change in Control. Upon the occurrence of a Change in Control, all Options
held by Participants hereunder shall immediately become vested and
exercisable, notwithstanding the provisions of Section 4.6 Exercise of
Options to the contrary. A "Change in Control" shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the shareowners of the Company
in substantially the same proportions as their ownership of stock of the
Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the total voting power
represented by the Company's then outstanding voting securities, or (ii)
during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company
and any new Director whose election by the Board of Directors or
nomination for election by the Company's shareowners was approved by a
vote of at least two-thirds (2/3) of the Directors then still in office
who either were Directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the shareowners of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least eighty
percent (80%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the shareowners of the Company
approve a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially all the
Company's assets.
ARTICLE 5. AMENDMENT, MODIFICATION, AND TERMINATION
5.1 Amendment, Modification, and Termination. The Board or the Committee may
at any time and from time to time, terminate, amend, or modify the Plan.
However, no such amendment, modification, or termination of the Plan may
be made without the approval of the shareowners of the Company, if such
approval is required by the Internal Revenue Code, by the insider trading
rules of Section 16 of the Exchange Act, by any national securities
exchange or system on which the Shares are then listed or reported, or by
a regulatory body having jurisdiction with respect hereto.
5.2 Awards Previously Granted. No termination, amendment, or modification of
the Plan shall in any material manner adversely affect any Option
previously granted under the Plan, without the written consent of the
Participant holding such Option.
ARTICLE 6. WITHHOLDING
6.1 Tax Withholding. Upon exercise of an Option, the Company shall withhold
sufficient Shares having a Fair Market Value on the date the taxes are
determined in an amount necessary to satisfy the minimum amount of
Federal, state, and local taxes required by law to be withheld as a result
of such exercise.
Any fractional share of Stock payable to a Participant shall be
withheld as additional Federal withholding, or, at the option of the
Company, paid in cash to the participant.
Unless otherwise determined by the Committee, when the method of
payment for the Option Price is from the sale by a stockbroker pursuant to
Section 4.7(b)(ii), hereof, of the Stock acquired through the Option
exercise, then the tax withholding shall be satisfied out of the proceeds.
For administrative purposes in determining the amount of taxes due, the
sale price of such Stock shall be deemed to be the Fair Market Value of
the Stock.
ARTICLE 7. MISCELLANEOUS
7.1 Employment. Nothing in the Plan shall interfere with or limit in any way
the right of the Company or any Subsidiary thereof to terminate any
Participant's employment at any time, nor confer upon any Participant any
right to continue in the employment of the Company or any Subsidiary
thereof.
7.2 Participation. No Employee shall have the right to be selected to receive
an Option under the Plan, or, having been so selected, to be selected to
receive a future Option.
7.3 Successors. All obligations of the Company under the Plan shall be binding
on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of
the Company.
7.4 Governing Law. The Plan, and any and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of
Missouri.