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EXHIBIT 10A
U S WEST, INC.
RESTRICTED STOCK AGREEMENT
GRANT # ________
THIS AGREEMENT is entered into as of _______, between U S WEST, Inc. (the
"Company") and ___________ (the "Grantee").
RECITAL
Pursuant to the U S WEST, Inc. 1994 Stock Plan (the "Plan"), the Human
Resources Committee of the Board of Directors (the "Committee") has granted to
the Grantee on ____________, as a matter of separate inducement in connection
with his/her engagement with the Company or a Related Entity, and not in lieu
of salary or other compensation for his/her services, restricted shares of
Common Stock ("Restricted Stock") issued by the Company on the terms and
conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants set forth
herein and other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Restricted Stock. On the terms and conditions set forth
herein, the Company hereby grants to the Grantee an aggregate of _______
shares of Restricted Stock. The Restricted Stock is granted pursuant to the
Plan, the terms of which are incorporated by reference and apply to this
Agreement as if they were set forth herein. Terms used in this Agreement and
not otherwise defined shall have the meanings ascribed to them in the Plan.
2. Restricted Period. The Restricted Stock shall become Vested in
accordance with the following schedule and is herein called the "Restricted
Period." Except as set forth below, the Restricted Stock shall not become
Vested before the expiration of the Restricted Period, regardless of the
circumstances under which the Grantee's employment is terminated, and the
Restricted Stock shall consequently remain subject to forfeiture during the
Restricted Period.
RESTRICTED PERIOD
(i) Death. In the event of the death of the Grantee, the Restricted
Stock shall no longer be subject to any restriction and shall be immediately
Vested.
(ii) Disability. If the Grantee's employment with the Company or a
Related Entity is terminated because of Disability, the Restricted Stock shall
no longer be subject to any restriction and shall be immediately Vested.
(iii) Other Termination. If the Grantee's employment with the
Company or a Related Entity is terminated for any reason other than for death
or Disability, the Restricted Stock shall be forfeited unless the Committee,
in its sole discretion, determines that such Restricted Stock is then Vested
or sets alternative terms on which such Restricted Stock may become Vested.
(iv) Change of Control. Upon the occurrence of a Change of Control,
the Restricted Stock shall no longer be subject to any restriction and shall
be immediately Vested.
3. Custody; Voting and Dividends. The Company shall hold the Restricted
Stock in an account on behalf of the Grantee. The Grantee shall execute and
return the attached stock power in favor of the Company, to be exercised by
the Company only in the case of the forfeiture or other return of the
Restricted Stock to the Company as provided herein. The Grantee shall receive
such dividends as may be declared on such Restricted Stock, and shall be
entitled to voting privileges associated with such Restricted Stock.
4. Non-Transferability of Restricted Stock. The Restricted Stock is not
transferable other than by will or the laws of descent and distribution. The
Restricted Stock shall not be otherwise transferred or assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law
or otherwise, and shall not be subject to execution, attachment or similar
process, it being understood that the Restricted Stock shall not be assignable
or transferable pursuant to a domestic relations order. Upon any attempt to
transfer the Restricted Stock other than by will or the laws of descent and
distribution, or to assign, pledge, hypothecate or otherwise dispose of the
Restricted Stock, or upon the levy of any execution, attachment or similar
process upon the Restricted Stock, the Restricted Stock shall immediately be
canceled.
5. Decisions of Committee. Any decision, interpretation or other action
made or taken in good faith by the Committee arising out of or in connection
with the Plan or the Restricted Stock shall be final, binding and conclusive
on the Company and the Grantee and any respective heir, executor,
administrator, successor or assign.
6. ARBITRATION. ANY CLAIM, CONTROVERSY OR DISPUTE BETWEEN THE GRANTEE
AND THE COMPANY, UNLESS OTHERWISE COVERED BY A COLLECTIVE BARGAINING
AGREEMENT, WHETHER SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD,
MISREPRESENTATION, DISCRIMINATION OR ANY OTHER LEGAL THEORY, INCLUDING, BUT
NOT LIMITED TO, DISPUTES RELATING TO THE INTERPRETATION OF THIS SECTION 6;
CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; CLAIMS
UNDER THE CIVIL RIGHTS ACT OF 1991; CLAIMS UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED; CLAIMS UNDER 42 U.S.C. 1981, 1981A,
1983, 1985, OR 1988; CLAIMS UNDER THE FAMILY AND MEDICAL LEAVE ACT OF 1993;
CLAIMS UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990, AS AMENDED; AND,
CLAIMS UNDER THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED, WHENEVER
BROUGHT SHALL BE RESOLVED BY ARBITRATION. THE ONLY LEGAL CLAIMS BETWEEN THE
GRANTEE AND THE COMPANY WHICH ARE NOT INCLUDED WITHIN THIS SECTION 6 ARE
CLAIMS BY THE GRANTEE FOR WORKERS' COMPENSATION OR UNEMPLOYMENT COMPENSATION
BENEFITS AND/OR CLAIMS FOR BENEFITS UNDER A COMPANY BENEFIT PLAN IF THE PLAN
DOES NOT PROVIDE FOR ARBITRATION OF SUCH DISPUTES. THE GRANTEE HEREBY WAIVES
AND RELEASES ALL RIGHTS TO RECOVER PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION
WITH ANY COMMON LAW CLAIMS, INCLUDING CLAIMS ARISING IN TORT OR CONTRACT,
AGAINST THE COMPANY. BY SIGNING THIS AGREEMENT, THE GRANTEE VOLUNTARILY,
KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHT HE OR SHE MAY OTHERWISE HAVE TO
SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO A JURY TRIAL
AND THE RIGHT TO SEEK PUNITIVE DAMAGES ON COMMON LAW CLAIMS. THE FEDERAL
ARBITRATION ACT, 9 U.S.C. 1-16 (THE "FAA") SHALL GOVERN THE ARBITRABILITY OF
ALL CLAIMS, PROVIDED THAT THEY ARE ENFORCEABLE UNDER THE FAA, AS IT MAY BE
AMENDED FROM TIME TO TIME. IN THE EVENT THE FAA DOES NOT GOVERN, THE COLORADO
UNIFORM ARBITRATION ACT SHALL APPLY. ADDITIONALLY, THE SUBSTANTIVE LAW OF
COLORADO, ONLY TO THE EXTENT CONSISTENT WITH THE TERMS STATED IN THIS SECTION
6, SHALL APPLY TO ANY COMMON LAW CLAIMS. THIS AGREEMENT SUPERSEDES ANY OTHER
ARBITRATION AGREEMENT BETWEEN THE GRANTEE AND THE COMPANY TO THE EXTENT THEY
ARE INCONSISTENT.
A SINGLE ARBITRATOR ENGAGED IN THE PRACTICE OF LAW SHALL CONDUCT THE
ARBITRATION UNDER THE APPLICABLE RULES AND PROCEDURES OF THE AMERICAN
ARBITRATION ASSOCIATION (THE "AAA"). ANY DISPUTE THAT RELATES TO THE
GRANTEE'S EMPLOYMENT WITH THE COMPANY OR TO THE TERMINATION OF THE GRANTEE'S
EMPLOYMENT WILL BE CONDUCTED UNDER THE AAA EMPLOYMENT DISPUTE RESOLUTION
RULES. THE ARBITRATOR SHALL BE CHOSEN FROM A STATE OTHER THAN THE GRANTEE'S
STATE OF RESIDENCE AND OTHER THAN COLORADO. OTHER THAN AS SET FORTH HEREIN,
THE ARBITRATOR SHALL HAVE NO AUTHORITY TO ADD TO, DETRACT FROM, CHANGE, AMEND,
OR MODIFY EXISTING LAW. ALL ARBITRATION PROCEEDINGS, INCLUDING SETTLEMENTS
AND AWARDS, UNDER THIS AGREEMENT WILL BE CONFIDENTIAL. THE PARTIES SHALL
SHARE EQUALLY IN THE HOURLY FEES OF THE ARBITRATOR. THE COMPANY SHALL PAY THE
EXPENSES (INCLUDING TRAVEL AND LODGING) OF THE ARBITRATOR. THE PREVAILING
PARTY IN ANY ARBITRATION MAY BE ENTITLED TO RECEIVE REASONABLE ATTORNEYS'
FEES. THE ARBITRATOR'S DECISION AND AWARD SHALL BE FINAL AND BINDING, AS TO
ALL CLAIMS WHICH WERE, OR COULD HAVE BEEN RAISED IN ARBITRATION, AND JUDGMENT
UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED TO ANY COURT HAVING
JURISDICTION THEREOF. IF ANY PARTY HERETO FILES A JUDICIAL OR ADMINISTRATIVE
ACTION ASSERTING CLAIMS SUBJECT TO THIS ARBITRATION PROVISION, AND ANOTHER
PARTY SUCCESSFULLY STAYS SUCH ACTION AND/OR COMPELS ARBITRATION OF SUCH
CLAIMS, THE PARTY FILING SAID ACTION SHALL PAY THE OTHER PARTY'S COSTS AND
EXPENSES INCURRED IN SEEKING SUCH STAY AND/OR COMPELLING ARBITRATION,
INCLUDING REASONABLE ATTORNEYS' FEES.
7. Performance for Competitors. Unless otherwise determined by the
Committee, in its sole discretion, or unless in compliance with the Company's
Outside Director Policy, as interpreted solely by the Company's Compliance
Committee, if at any time following the date hereof and before the Restricted
Stock is Vested the Grantee directly or indirectly receives payment for
services from, or is otherwise employed by, any person, firm or corporation in
competition with the Company or engaged in providing any services whatever
that are substantially the same as services provided by the Company, the
Grantee shall immediately forfeit all rights under the Restricted Stock to the
extent that such Restricted Stock is not Vested.
8. Miscellaneous.
(i) Notices. Any notice to be given to the Company shall be
personally delivered to or addressed to its Vice President, Human Resources,
and any notice to be given to the Grantee shall be addressed to him/her at the
address given beneath his/her signature below or such other address as the
Company reasonably believes to be his/her most current address. Any notice to
the Company is deemed given when received on behalf of the Company by the Vice
President, Human Resources, of the Company at 188 Inverness Drive West, Suite
800, Englewood, Colorado 80112. Any notice to the Grantee is deemed given
when personally delivered or enclosed in a properly sealed envelope addressed
as aforesaid and deposited, postage prepaid, in a post office or branch post
office regularly maintained by the United States Government.
(II) EMPLOYMENT. THE COMPANY MAY TERMINATE AN EMPLOYEE'S EMPLOYMENT
AT ANY TIME, WITH OR WITHOUT CAUSE, UNLESS THE EMPLOYMENT IS COVERED BY
SEPARATE CONDITIONS CONTAINED IN A COLLECTIVE BARGAINING AGREEMENT OR OTHER
AUTHORIZED WRITTEN AGREEMENT, AND NOTHING CONTAINED IN THIS AGREEMENT CREATES
OR IMPLIES AN EMPLOYMENT CONTRACT OR TERM OF EMPLOYMENT OR ANY PROMISE OF
SPECIFIC TREATMENT UPON WHICH THE GRANTEE MAY RELY.
(iii) Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Colorado.
(iv) Amendments. The Company may at any time propose to amend this
Agreement, but any such alteration or amendment shall be effective only if in
writing, signed by a duly authorized officer of the Company and by the
Grantee.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Agreement
as of the date first above written.
U S WEST, INC. GRANTEE
By:_____________________________________
_____________________________________
[Name]
_____________________________________
Street Address
_____________________________________
City, State and Zip Code
_____________________________________
Social Security Number
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and
transfer to:
U S WEST, INC.
84-0926774
(Tax Identification Number)
______ shares of the common stock of U S WEST, Inc. (the "Company")
represented by Grant Number __________, standing in the name of the
undersigned on the books of the Company.
The undersigned does (do) hereby irrevocably constitute and appoint the
Executive Vice President of Human Resources for the Company as attorney to
transfer the said stock on the books of the Company, with full power of
substitution in the premises.
_______________________________________ Dated:
________________________________
[Name]
_______________________________________
Dated:_________________________________
IMPORTANT -- READ CAREFULLY: The signature(s) of this Stock Power must
correspond with the name(s) as written upon the face of the certificate(s) or
account(s) in every particular without alternation or enlargement or any
change whatever.