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EXHIBIT 10(e)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this 24th day of June, 1996, by and
between Bell Atlantic Corporation, its successors and assigns ("Bell Atlantic"),
and William O. Albertini, the Executive Vice President and Chief Financial
Officer of Bell Atlantic (the "Key Employee"). In this Agreement, "Bell Atlantic
Company" means any or all of the following: Bell Atlantic, a corporate
subsidiary or other company affiliated with Bell Atlantic, or a company in which
Bell Atlantic directly or indirectly owns a substantial equity interest, their
successors and assigns, and, subsequent to any merger of Bell Atlantic with or
into any other entity, any company which is an affiliate of the successors and
assigns of Bell Atlantic subsequent to such merger, or a company in which any
such successor or assignee owns a substantial equity interest.
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger,
dated April 21, 1996, between Bell Atlantic, NYNEX Corporation ("NYNEX") and
Seaboard Merger Company, and any amendment or restatement thereof (the
"Definitive Agreement"), Bell Atlantic contemplates a corporate combination of
the Bell Atlantic and NYNEX businesses on a date which is yet to be decided (the
"Closing Date"), and Bell Atlantic contemplates that the achieving of the
closing of the transactions contemplated by the Definitive Agreement (a
"Closing"), and a successful combination of the two businesses, will depend on
achieving numerous approvals by third parties, completing other conditions of
closing, and developing of business integration plans, in addition to the
continuation of efforts to manage and grow the existing lines of Bell Atlantic's
business; and
WHEREAS, Bell Atlantic acknowledges that the period from the date of
this Agreement to a date not later than the second anniversary of the Closing
Date is likely to be a period of extraordinary transition; and
WHEREAS, Bell Atlantic wishes to provide additional financial security
to the Key Employee, and to retain the services of the Key Employee, for the
period through the second anniversary of the Closing Date; and
WHEREAS, Bell Atlantic and the Key Employee wish to set forth the terms
and conditions applicable to the continuing employment of the Key Employee.
NOW, THEREFORE, for good and valuable consideration, the Key Employee
and Bell Atlantic hereby agree as follows:
1. TERM OF EMPLOYMENT DURING "TRANSITION PERIOD". The term of
employment under this Agreement (the "Transition Period") shall commence on the
date of this Agreement and end on the second anniversary of the Closing Date;
provided, however, that, in the event that the Definitive Agreement is
terminated (thereby canceling the plan of merger of Bell Atlantic and NYNEX),
the "Transition Period" shall end on the date on which the termination of the
Definitive Agreement is effective. The parties intend that the obligations of
Bell Atlantic and the Bell
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Atlantic Companies under this Agreement shall likewise become the obligations of
the successors and assigns of Bell Atlantic and the Bell Atlantic Companies
subsequent to the Closing.
2. OBLIGATIONS OF THE BELL ATLANTIC COMPANIES DURING THE
TRANSITION PERIOD. During the Transition Period:
(a) one or more Bell Atlantic Companies shall employ the
Key Employee, prior to Closing, as Executive Vice President and Chief
Financial Officer, and, after Closing, as an officer and Senior
Manager;
(b) the employing Bell Atlantic Company shall compensate
the Key Employee at a Salary Grade not less than 33 (or the
equivalent);
(c) the employing Bell Atlantic Company shall compensate
the Key Employee at a rate of base salary not lower than the annual
rate which is in effect on the date of this Agreement, and, in the case
of any scheduled salary increase which has been communicated to the Key
Executive with an effective date at any time in 1996, any employing
Bell Atlantic Company shall compensate the Key Executive at a rate of
base salary not lower than that increased salary rate on and after the
effective date of that increase;
(d) to the extent not otherwise modified by the terms of
this Agreement, the Key Employee shall be eligible to participate in
all of the benefit and compensation plans, and the programs of
perquisites, applicable to similarly-situated Senior Managers of Bell
Atlantic, as those plans and programs may be amended from time to time;
and
(e) the Key Employee shall be nominated for election as a
director of Bell Atlantic at each annual meeting of shareowners of Bell
Atlantic which occurs during the Transition Period and prior to the
Closing Date.
3. OBLIGATIONS OF THE KEY EMPLOYEE DURING THE TRANSITION PERIOD.
During the Transition Period, the Key Employee shall have the following
obligations and duties.
(a) The Key Employee shall continue to fully and
faithfully perform his duties and responsibilities (i) as a director,
so long as he is elected and serving, and (ii) as an officer.
(b) The Key Employee shall serve in such executive
capacities, titles and authorities with respect to the Bell Atlantic
Companies as the Board or the CEO may from time to time prescribe, and
the Key Employee shall perform all duties incidental to such positions,
shall cooperate fully with the Board and the CEO, and shall work
cooperatively with the other officers of the Bell Atlantic Companies.
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(c) The Key Employee shall continue to diligently devote
his entire business skill, time and effort to the affairs of the Bell
Atlantic Companies in accordance with the duties assigned to him that
are not inconsistent with the terms hereof, and shall perform all such
duties, and otherwise conduct himself, in a manner reasonably
calculated in good faith by him to promote the best interests of the
Bell Atlantic Companies. Prior to the Key Employee's retirement from
Bell Atlantic, except to the extent specifically permitted by the Chief
Executive Officer or the Board and except as set forth below, the Key
Employee shall not, directly or indirectly, render any services of a
business, commercial or professional nature to any other person or
organization other than a Bell Atlantic Company or a venture in which a
Bell Atlantic Company has a financial interest, whether or not the
services are rendered for compensation; provided, however, that,
nothing in this Agreement is intended to prevent the Key Employee from
providing occasional services, either without compensation or for
minimal compensation, as an adviser to, or as an officer or director
of, a civic or charitable organization, a country club or other
association that is primarily social in purpose, or other entities
which are not primarily organized for a commercial or business purpose.
(d) The failure of the Key Employee to perform his
obligations pursuant to paragraphs (a) through (c) above shall be
excused when such failure is on account of the Key Employee's
disability within the meaning of the applicable disability benefit
plans in which the Key Employee participates from time to time.
4. STAY INCENTIVE.
(a) STAY BONUS AT CLOSING: Subject to the terms and
conditions of this Agreement: (1) if there is a Closing of the
transactions contemplated in the Definitive Agreement, and (2) if the
Key Employee has remained an employee "in good standing" (as
hereinafter defined) of one or more Bell Atlantic Companies, from the
date of this Agreement to the Closing Date, then, unless such payment
is deferred pursuant to Section 10(c), not later than 30 calendar days
following the Closing Date, Bell Atlantic will cause the Bell Atlantic
Company which then employs the Key Employee to pay the Key Employee a
special bonus consisting of a single cash payment (a "Stay Bonus") in
an amount equal (before withholding of taxes) to 100 percent of the Key
Employee's "Pay" as of the Closing Date.
(b) DEFINITION OF "PAY": For purposes of this Agreement,
"Pay" means the sum of (i) the annual rate of base salary on the
applicable date, plus (ii) the greater of (a) the gross amount of the
short term incentive award which was most recently awarded to the Key
Employee prior to the applicable date (including both the cash and
stock portions of such award, whether distributed or deferred), or (b)
the gross amount of said most recent short term incentive award if it
had been awarded at 150% of target and without any individual
performance adjustment. For purposes of this definition, in the event
that the most recent short term award was prorated for a portion of a
year, the short term award shall be annualized to eliminate the effect
of the proration.
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(c) STAY BONUS IF MERGER PLAN IS TERMINATED: Subject to
the terms and conditions of this Agreement, if:
(1) the Definitive Agreement is terminated,
thereby canceling the plan of merger of the Bell Atlantic and
NYNEX businesses, and
(2) the Key Employee has remained an employee
"in good standing" (as hereinafter defined) of one or more
Bell Atlantic Companies, from the date of this Agreement to
the date the Definitive Agreement is terminated;
then, unless such payment is deferred pursuant to Section 10(c), not
later than 30 calendar days following the date of termination of the
Definitive Agreement, Bell Atlantic will cause the Bell Atlantic
Company which then employs the Key Employee to pay the Key Employee a
special bonus consisting of a single cash payment in an amount equal
(before withholding of taxes) to 25 percent of Pay (as defined in
Section 4(b), where the applicable date is the date of termination of
the Definitive Agreement).
(d) PAYMENT IN CASE OF DEATH. Subject to the terms and
conditions of this Agreement, in the event of the death of the Key
Employee on any date after the date of this Agreement on which the Key
Employee was an employee "in good standing" immediately prior to the
death, and prior to Closing Date or the date of any termination of the
Definitive Agreement, Bell Atlantic shall cause the Key Employee's last
employing Bell Atlantic Company to pay the Key Employee's estate a
single cash payment which (before withholding taxes) shall be equal to
a fraction of the amount described in Section 4(a). The numerator of
the fraction shall be the number of days that have elapsed between the
signing of this Agreement and the Key Employee's date of death, and the
denominator of the fraction shall be the number of days that elapse
between the signing of this Agreement and the Closing Date. Such
payment shall be made in accordance with the timetable prescribed in
Section 4(a), in an amount equal (before withholding of taxes) to 25
percent of Pay (as defined in Section 4(b), where the applicable date
is the date of death). If the Definitive Agreement is terminated as
provided in Section 4(c) after the Key Employee's date of death, a
payment shall be made to the Key Employee's estate (in lieu of the
payment described in the previous sentence) in an amount equal (before
withholding of taxes) to 25 percent of Pay (as defined in Section 4(b),
where the applicable date is the date of death).
(e) DEFINITION OF EMPLOYMENT IN GOOD STANDING. For
purposes of Section 4(a) through 4(d), the Key Employee will be
considered to be "in good standing" on a given date if, on that date,
the Key Employee has not terminated employment for any reason from the
date of this Agreement to the given date, has not tendered oral or
written notice of intent to resign or retire effective as of a date on
or before the given date, and is not in receipt of notice from his
employing Bell Atlantic Company that the employer has determined that
the Key Employee's employment is to be terminated because the Key
Employee has committed a
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violation of law or a breach of the Employee Code of Conduct or other
written policy of the employing company which is of sufficient severity
to be cause for termination for misconduct.
5. SPECIAL PAYMENT FOR TERMINATION WITHOUT CAUSE.
(a) PAYMENT IN LIEU OF STAY BONUS: Notwithstanding the
provisions of this Agreement which require a Key Employee to be an
employee in good standing on any applicable date stated in Section 4,
in the event that the Key Employee's employment is terminated by a Bell
Atlantic Company without "cause" (as defined in Section 6(b)) prior to
a date as of which, if the Key Employee had remained an employee in
good standing, a bonus under Section 4 of this Agreement would have
become payable by virtue of the actual occurrence of the Closing or the
termination of the Definitive Agreement or the death of the Key
Employee, Bell Atlantic shall cause the Key Employee's last employing
Bell Atlantic Company to pay the Key Employee (or the estate) a bonus
equal in amount to the bonus which would otherwise have become payable
hereunder, not later than 30 days following the date on which such
bonus would have otherwise become payable under Section 4.
(b) BREACH OF NON-COMPETE OR PROPRIETARY INFORMATION
OBLIGATIONS: No payment shall be made under this Section 5 if Bell
Atlantic determines that the Key Employee, during or after his period
of service with any Bell Atlantic Company, has breached any obligation
he may have under the terms of any non-compete or proprietary
information agreement which is applicable to the Key Employee at the
time of such a breach, or if there is evidence that the Key Employee
has revealed trade secrets of Bell Atlantic in violation of applicable
law. Under no circumstances will any payment be made under this
Section 5 in the absence of the occurrence of an event which would have
triggered a payment under Section 4 if the Key Employee were an
employee in good standing on the date of the triggering event.
6. RETIREMENT, DISCHARGE FOR CAUSE, AND CERTAIN
INVOLUNTARY TERMINATIONS OF EMPLOYMENT.
(a) VOLUNTARY RESIGNATION, RETIREMENT, OR DISCHARGE FOR
CAUSE. In the event that the Key Employee voluntarily resigns or
retires for any reason (except a "constructive discharge", as defined
in Section 6(f)), or is discharged by Bell Atlantic for "cause" (as
defined in section 6(b)), prior to the end of the Transition Period,
the Key Employee shall forfeit any and all rights thereafter to receive
further salary and benefits as set forth in Sections 2, 4 and 5 of this
Agreement, but shall otherwise be eligible to receive any and all
compensation and benefits for which a similarly-situated retiring
Senior Manager would be eligible under the applicable provisions of the
compensation and benefit plans, as those plans may be amended from time
to time. In such event, the Key Employee shall be subject to the terms
of the covenant not to compete, as described in Section 8 of this
Agreement, for a period described therein.
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(b) CAUSE. For purposes of this Agreement, the term
"cause" shall mean a violation of law (other than a traffic violation
or other minor civil offense), or behavior that Bell Atlantic concludes
amounts to a material breach of any company policy or provision of the
Employee Code of Business Conduct, and including, by way of example:
dishonesty; working outside the Bell Atlantic Companies in violation of
Sections 3(c) or 8 of this Agreement in competition with any Bell
Atlantic Company; other conduct that poses a material conflict of
interest; revealing confidential or proprietary information of any Bell
Atlantic Company in violation of Section 9 of this Agreement; or a
substantial and deliberate abuse of the voucher or expense
reimbursement processes of any Bell Atlantic Company.
(c) CONSEQUENCES OF CERTAIN INVOLUNTARY TERMINATIONS.
Subject to the terms of this Agreement, in the event that, at any time
prior to the end of the Transition Period, the employment of the Key
Employee is terminated by his employing company without "cause" (as
hereinafter defined), Bell Atlantic shall cause said employing company
to pay post-separation payments to the Key Employee, in cash, in
monthly installments, each of which shall be equal to 1/12th of the Key
Employee's "Pay" (as hereinafter defined), according to paragraphs (1)
and (2), as follows:
(1) PAY FOR REMAINDER OF TERM OF EMPLOYMENT
AGREEMENT. Monthly post-separation payments shall be payable
from the effective date of the termination of employment (or,
if later, the month in which the Closing Date occurs) through
the last calendar month of the Transition Period; provided,
however, that, if the termination of employment occurs prior
to any Closing and the Definitive Agreement is thereafter
terminated, thereby canceling the plan of merger of the Bell
Atlantic and NYNEX businesses, no post-separation payments
shall be payable under this paragraph.
(2) ADDITIONAL PAYMENTS IN CONSIDERATION FOR
COVENANTS. In exchange for the continuing compliance of the
Key Employee with the non-compete and other covenants of this
Agreement, Bell Atlantic shall cause the Key Employee's last
employing company to pay monthly post-separation payments to
the Key Employee for 24 months, from the month following the
termination of employment to the 24th month thereafter;
provided, however, that installments under this paragraph will
cease to be payable, and no Bell Atlantic Company shall have
any further obligation to pay any post-separation payments
under this paragraph to the Key Employee, on and after the
date that Bell Atlantic determines that the Key Employee has
breached the non-compete covenant or any other covenant under
Section 8 or 9 of this Agreement.
(d) "PAY". For purposes of this Section 6, "Pay" has the
meaning stated in Section 4(b), where the applicable date is either the
date of the Key Employee's separation from service, or the day prior to
the date on which oral or written notice of termination of employment
is first given by the applicable Bell Atlantic Company to the Key
Employee, whichever produces the larger amount of "Pay".
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(e) REMEDY APPLICABLE TO LONG-TERM COMPENSATION. In the
event that post-separation payments become payable as a result of a
termination without cause under Section 6(c) or a constructive
discharge under Section 6(f), then, for purposes of the Key Employee's
long-term compensation in the form of any and all Bell Atlantic stock
options which are outstanding on the date of the Key Employee's
separation from service, the Key Employee shall be deemed, for purposes
of determining the duration of the Key Employee's right to exercise any
and all such stock options, to have remained in active service with
Bell Atlantic continuously through the second anniversary of the
Closing Date, and then to have retired on that date with whatever
rights to continue to exercise then-outstanding stock options
subsequent to such date which would then be applicable to a retiring
holder of such options under the terms of the respective stock option
agreements and certificates. The provisions of this paragraph shall
cease to apply if and when the Key Employee violates any covenant under
Section 8 or 9 of this Agreement. Notwithstanding the provisions of
this paragraph, any incentive stock options held by the Key Employee
shall be recharacterized as nonqualified stock options at the end of
the 90th day after the actual date of the Key Employee's separation
from service from any and all Bell Atlantic Companies.
(f) CONSTRUCTIVE DISCHARGE. In the event that Bell
Atlantic breaches any of its covenants under Section 2 of this
Agreement and fails to remedy any such breach within 30 days of notice
by the Key Employee, or in the event that the Key Employee is assigned,
effective as of a date during the Transition Period and after the
Closing Date, to a position which involves a "downgrade" (as
hereinafter defined), and if the Key Employee terminates employment as
a direct consequence of Bell Atlantic's breach or the Key Employee's
decision to refuse to accept the downgrade, the Key Employee shall be
eligible to receive post- separation payments on the same basis,
subject to the same terms and conditions, and in the same amount, as if
the employment of the Key Employee had been terminated without cause on
the same date. For purposes of this Agreement, "downgrade" means an
assignment to a position where the sum of the annual rate of base
salary plus the maximum amount of annual short term incentive award the
Key Employee would be eligible to receive per year in the new position
is less than 90% of the sum of the corresponding items of salary and
maximum annual short term incentive opportunity for the Key Employee's
existing position.
(g) RESIGNATION UPON REFUSAL OF RELOCATION. In the event
that the Key Employee is assigned, effective as of a date during the
Transition Period and after the Closing Date, to a position which
involves a "relocation" (as hereinafter defined), and if the Key
Employee terminates employment as a direct consequence of refusing
relocation, then the Key Employee shall be eligible to receive the
post-separation payments described in paragraph 6(c)(2), but only for
12 successive months instead of 24 months, subject to the Key
Employee's continued compliance with the covenants of Sections 8 and 9
of this Agreement. In such a case no Bell Atlantic Company shall have
any obligation to pay any post-separation payments under paragraph
6(c)(1). For purposes of this Agreement, a "relocation" means an
assignment to a position with a principal place of work which would
require a commute, measured from the existing residence from which the
Key Employee normally commutes to
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work, which is more than 35 miles greater than the Key Employee's
existing commute from such residence.
(h) DEATH. A Key Employee shall not be entitled to
post-separation payments under this Agreement as a consequence of death
during active employment. In case of the death of the Key Employee
subsequent to terminating employment, and at a time when the Key
Employee has received some, but not all, installments of
post-separation payments which he continues to be eligible to receive,
if the death occurs at a time when the Key Employee was continuing to
comply with the applicable covenants of this Agreement, then the
balance of the post-separation payments which then remain unpaid shall
be paid in a single sum to the estate of the Key Employee.
7. CERTAIN LIMITATIONS UPON PAYMENTS. Anything in this Agreement
to the contrary notwithstanding, Bell Atlantic and the Key Employee agree to
follow the procedures set forth in Attachment A with respect to the
applicability of the provisions of Section 280G of the Internal Revenue Code of
1986, as amended.
8. PROHIBITION AGAINST COMPETITIVE ACTIVITIES.
(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. During the
period of the Key Employee's employment with any Bell Atlantic Company
(both before and after the Closing Date), and for a period of 24 months
following the Key Employee's retirement or termination of employment
for any other reason from any and all Bell Atlantic Companies, the Key
Employee, without the prior written consent of the Chief Executive
Officer of Bell Atlantic (or the designee of that officer), shall not:
(i) personally engage in "Competitive Activities"
(as defined in paragraph (b)) within any geographic area in
which any Bell Atlantic Company is then engaged (or, at the
time of the Key Employee's termination of employment, had a
board-approved business plan under which it planned to engage)
in such Competitive Activities;
(ii) work for, own, manage, operate, control or
participate in the ownership, management, operation or control
of, or provide consulting or advisory services to, any
individual, partnership, firm, corporation or institution
engaged in Competitive Activities within any geographic area
described in Section (a)(i); provided, however, that the Key
Employee's purchase or holding, for investment purposes, of
securities of a publicly-traded company shall not constitute
"ownership" or "participation in ownership" for purposes of
this paragraph so long as the Key Employee's equity interest
in any such company is less than a controlling interest;
(iii) directly or indirectly attempt to divert from
any Bell Atlantic Company any business in connection with
Competitive Activities.
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(b) COMPETITIVE ACTIVITIES. For purposes of Section (a)
hereof, "Competitive Activities" means business activities relating to
products or services of the same or similar type as those for which the
Key Employee had responsibility to plan, develop, manage or oversee
within the last 24 months of the Key Employee's employment with any
Bell Atlantic Company.
(c) NO SOLICITATION OF BELL ATLANTIC EMPLOYEES. During
the period of the Key Employee's employment with any Bell Atlantic
Company (both before and after the Closing Date), and for a period of
24 months following the Key Employee's retirement or termination of
employment for any other reason from any and all Bell Atlantic
Companies, the Key Employee shall not interfere with the relationship
of any Bell Atlantic Company with any of its employees, agents,
representatives, suppliers or vendors under contract, or joint
venturers. During said 24-month post-separation period, the Key
Employee will not solicit any employee of any Bell Atlantic Company to
accept employment with, or provide services to, any person or entity
which is not a Bell Atlantic Company.
(d) NOTICE. Bell Atlantic shall send the Key Employee
written notice in the event that Bell Atlantic believes that the Key
Employee has violated any of the prohibitions of this Section;
provided, however, that any failure by Bell Atlantic to give notice
under this provision or to enforce its rights under this Agreement in
any one or more instances shall not be a bar to Bell Atlantic giving
notice and taking action to enforce its rights under this Agreement at
any later time. For a period of 15 days after the giving of such
notice, the Key Employee shall have the opportunity to respond and
discuss with Bell Atlantic the underlying facts and the basis for Bell
Atlantic's belief that the Key Employee is in breach of this Section.
During such 15-day period, Bell Atlantic shall not pursue any remedy
provided by this Agreement or at law or in equity.
(e) FORFEITURE OF BENEFITS. The Key Employee acknowledges
that his violation of any of the prohibitions of Section 8, either
during a period of employment with a Bell Atlantic Company, or during
the 24 months following termination of employment, may result in the
Key Employee's forfeiture of any and all rights to benefits under the
nonqualified pension plan in which the Key Employee participates, or
the forfeiture of rights to payments or benefits under any other
compensation or benefit plan which may contain similar prohibitions or
conditions on benefits.
(f) WAIVER. Nothing in this Agreement shall bar the Key
Employee from requesting, at the time of the Key Employee's retirement
or at any time thereafter, that the officer named in Section 8(a) waive
Bell Atlantic's rights to enforce the non-compete covenants of this
Section , and said officer shall have the power to agree to such a
waiver if said officer determines that it is not inconsistent with the
interests of Bell Atlantic to do so.
9. PROHIBITION AGAINST DISCLOSURE OF PROPRIETARY INFORMATION.
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(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. The Key
Employee acknowledges that, as one of the most senior officers of the
Bell Atlantic Companies, the Key Employee has continuing access to
confidential and proprietary information of Bell Atlantic Companies.
The Key Employee shall, therefore, at all times during the period of
active employment with any Bell Atlantic Company, and for a period of
three years thereafter, preserve the confidentiality of all proprietary
information of any Bell Atlantic Company. The three-year limitation
under this paragraph shall not in any way limit any Bell Atlantic
Company's common law and statutory rights to protect its trade secrets
or intellectual property rights at any time, to the full extent of the
law. "Proprietary information" includes, but is not limited to,
information in the possession or control of a Bell Atlantic Company
that has not been fully disclosed in a writing which has been generally
circulated to the public at large, and which gives the Bell Atlantic
Company an opportunity to obtain or maintain advantages over its
current and potential competitors, such as strategic or tactical
business plans, undisclosed financial data; ideas, processes, methods,
techniques, systems, patented or copyrighted information, models,
devices, programs, computer software or related information; documents
relating to regulatory matters and correspondence with governmental
entities; undisclosed information concerning any past, pending or
threatened legal dispute, pricing and cost data; reports and analyses
of business prospects; business transactions which are contemplated or
planned; research data; personnel information and data; identities of
users and purchasers of any Bell Atlantic Company's products or
services; and other confidential matters pertaining to or known by one
or more Bell Atlantic Companies, including confidential information of
a third party which a Bell Atlantic Company is bound to protect.
(b) OBLIGATION TO RETURN COMPANY PROPERTY. If and when
the Key Employee terminates employment for any reason with all Bell
Atlantic Companies, the Key Employee shall, prior to the last day of
active employment and without charge to any Bell Atlantic Company,
return to the employing Bell Atlantic Company (or the rightful Bell
Atlantic Company) all company property, including, without limitation,
originals and copies of records, papers, programs, computer software,
documents and other materials which contain Proprietary Information, as
defined in the previous paragraph. The Key Employee shall thereafter
cooperate with each applicable Bell Atlantic Company in executing and
delivering documents requested by the company that are necessary to
assist the Bell Atlantic Company in patenting or registering any
programs, ideas, inventions, discoveries, copyright material or
trademarks, and to vest title thereto in the Bell Atlantic Company.
(c) FORFEITURE OF BENEFITS. The Key Employee acknowledges
that a violation of the prohibitions of this Section 9 may result in
the Key Employee's forfeiture of any and all rights to benefits or
awards under the nonqualified pension plan in which he participates,
and any other benefit or compensation plan containing similar
prohibitions and requirements.
(d) REMEDIES IN ADDITION TO FORFEITURE OF BENEFITS. The
Key Employee recognizes that irreparable injury will result to one or
more Bell Atlantic Companies, and to the business and property of any
of them, in the event of a breach by the Key Employee of any
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of the provisions of this Section 9. In the event of any breach of any
of the Key Employee's covenants under this Section 9, any Bell Atlantic
Company that is damaged by such breach shall be entitled, in addition
to curtailing the payment of any post-separation payments hereunder,
and in addition to any other remedies and damages which may be
available at law, to injunctive relief to restrain the violation of
such covenants by the Key Employee or by any person or persons acting
for or with the Key Employee in any capacity whatsoever.
10. MISCELLANEOUS PROVISIONS.
(a) KEY EMPLOYEE'S DUTY TO TREAT THIS AGREEMENT AS
CONFIDENTIAL. Unless and until the terms of this Agreement, and the
amount of any payment eligible to be paid or actually paid under this
Agreement, are disclosed in writing to the public by any Bell Atlantic
Company pursuant to any applicable legal duty to disclose such
information, it shall be a condition of eligibility to receive any
payment hereunder that the Key Employee hold the terms of this
Agreement and the amount of any payment hereunder in strict confidence,
except that the Key Employee may disclose such details on a
confidential basis to his or her spouse (if any), and to any financial
counselor, tax adviser or legal counsel retained by the Key Employee. A
breach by the Key Employee of his or her duty of confidentiality under
this paragraph shall constitute cause for Bell Atlantic to terminate
this Agreement.
(b) ASSIGNMENT BY BELL ATLANTIC. The obligations of
Bell Atlantic hereunder shall be the obligations of any and all
successors and assigns of Bell Atlantic. Bell Atlantic may assign this
Agreement without the Key Employee's consent to any company that
acquires all or substantially all of the stock or assets of Bell
Atlantic, or into which or with which Bell Atlantic is merged or
consolidated. This Agreement may not be assigned by the Key Employee,
and no person other than the Key Employee (or the Key Employee's
estate) may assert the rights of the Key Employee under this Agreement.
(c) BONUS AND OTHER PAYMENTS NOT APPLICABLE TO PENSION,
SAVINGS PLAN OR OTHER BENEFIT PLANS. The amounts described in Section
4, 5, and 6 of this Agreement shall not be eligible to be contributed
to any qualified savings plan, and shall not be benefit-bearing
compensation for purposes of any group term life insurance plan,
pension plan, or other employee benefit plans. Nothing in this
Agreement is intended to supersede or modify any rights which the Key
Employee may have under any other compensation or benefit plan in which
the Key Employee participates. At the time of determination that an
amount is payable under Section 4 of this Agreement, such amount may be
deferred under any nonqualified deferred compensation plan in which the
Key Employee is then eligible to participate, but only if and to the
extent then permitted under the terms of any such nonqualified deferred
compensation plan.
(d) RELEASE. As a condition of eligibility to receive the
benefits described in Sections 5 and 6 of this Agreement, the Key
Employee shall sign and deliver a legal release in the form attached to
this Agreement as Attachment B, which shall be signed by the Key
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Employee at the time of his retirement or other termination of
employment from Bell Atlantic (the "Release"), and the Key Employee
shall not revoke his signature.
(e) WAIVER. The waiver by Bell Atlantic of a breach by
the Key Employee of any provision of this Agreement shall not be
construed as a waiver of any subsequent breach.
(f) GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Virginia.
(g) ENTIRE AGREEMENT: Except for the terms of other
compensation and benefit plans in which the Key Employee participates,
this Agreement sets forth the entire understanding of Bell Atlantic and
the Key Employee and supersedes all prior agreements and
communications, whether oral or written, between Bell Atlantic and the
Key Employee. This Agreement shall not be modified except by written
agreement of the Key Employee and Bell Atlantic. During the Transition
Period, the terms of Sections 8 and 9 of this Agreement shall supersede
the terms of any Non-Compete and Proprietary Information Agreement to
which the Key Employee and any Bell Atlantic Company are parties;
provided, however, that, if the Key Employee remains employed by a Bell
Atlantic Company subsequent to the termination of this Agreement at the
end of the Transition Period (or any extension of such Transition
Period which may later be agreed by amendment of this Agreement), any
such prior Non- Compete and Proprietary Information Agreement shall
again be enforceable to the full extent of its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
BELL ATLANTIC CORPORATION
BY:
--------------------------------
LAWRENCE T. BABBIO, JR.
VICE CHAIRMAN
THE KEY EMPLOYEE
------------------------------------
WILLIAM O. ALBERTINI
12
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ATTACHMENT A
CERTAIN LIMITATIONS UPON PAYMENTS
(a) TAX CODE LIMITATIONS. Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined that any payment or
distribution by Bell Atlantic to or for the benefit of the Key Employee, whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would constitute an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), the aggregate present value of amounts payable or
distributable to or for the benefit of the Key Employee pursuant to this
Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced (but not below
zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed
in present value which maximizes the aggregate present value of Agreement
Payments without causing any Payment to be subject to taxation under Section
4999 of the Code. For purposes of this Section, present value shall be
determined in accordance with Section 280G(d)(4) of the Code.
(b) CALCULATIONS BY INDEPENDENT FIRM. All determinations to be made
under this Section shall be made by Bell Atlantic's independent public
accountant or such law firm as is acceptable to the Key Employee and Bell
Atlantic (the "Independent Firm"), immediately if the Key Employee separates
from service under circumstances which make the Key Employee eligible to receive
post-separation payments under this Agreement, or at such other times as Bell
Atlantic may determine. The parties agree that the Independent Firm shall render
a preliminary opinion on the applicability of Section 280G to this Agreement
within sixty (60) days of the date of Execution of this Agreement. The
Independent Firm shall provide its determinations and any supporting
calculations both to Bell Atlantic and the Key Employee within ten (10) days of
the effective date of termination of employment, or when such calculations are
otherwise made. Any such determination by the Independent Firm shall be binding
upon Bell Atlantic and the Key Employee. Within five (5) days after this
determination, Bell Atlantic shall commence to pay (or cause payments to
commence to be paid) to or for the benefit of the Key Employee such amounts (if
any) as are then due to the Key Employee under this Agreement.
(c) OVERPAYMENTS AND UNDERPAYMENTS. As a result of the uncertainty
in the application of Section 280G of the Code at the time of the initial
determination by the Independent Firm hereunder, it is possible that Agreement
Payments will either have been made by Bell Atlantic which should not have been
made ("Overpayment"), or that additional Agreement Payments which have not been
made by Bell Atlantic could have been made ("Underpayment"), in each case,
consistent with the calculations required to be made hereunder. Within two years
after the effective date of termination of employment, the Independent Firm
shall review the determination made by it pursuant to the preceding paragraph.
In the event that the Independent Firm determines that an Overpayment has been
made, any such Overpayment shall be treated for all purposes as a loan to the
Key Employee which the Key Employee shall repay to Bell Atlantic together with
interest at the applicable Federal rate provided for in Section 7872(f)(2) of
the Code (the "Federal Rate"); provided,
- --------------------------------------------------------------------------------
Employment Agreement 13
William O. Albertini
13
14
however, that no amount shall be payable by the Key Employee to Bell Atlantic if
and to the extent such payment would not reduce the amount which is subject to
taxation under Section 4999 of the Code. In the event that the Independent Firm
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the appropriate Bell Atlantic Company to or for the benefit of
the Key Employee together with interest at the Federal Rate.
(d) All of the fees and expenses of the Independent Firm in
performing the determinations referred to in subsections (b) and (c) above shall
be borne solely by Bell Atlantic.
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Employment Agreement 14
William O. Albertini
14
15
ATTACHMENT B
RELEASE
THIS RELEASE (the "Release") is entered into by [NAME] (the
"Key Employee"), for the benefit of ________________________________________
(the "Company"), and for the benefit of all companies affiliated with the
Company (collectively, "Bell Atlantic Companies"), and the officers, directors
and employees of each of them.
WHEREAS, the Key Employee has separated from service with the Company
on _____________, 199_ (the "Separation Date") pursuant to the terms of an
Employment Agreement, dated _______________, 1996, between Bell Atlantic
Corporation and the Key Employee (the "Agreement"), and he wishes to execute
this Release as contemplated under the terms of the Agreement.
NOW, THEREFORE, the Key Employee affirms as follows:
1. The Key Employee, as his free and voluntary act, hereby releases and
discharges the Company, its affiliates, and their successors and assigns, and
the directors, officers, employees, and agents of each of them, of and from any
and all debts, obligations, claims, demands, judgments or causes of action of
any kind whatsoever, known or unknown, in tort, contract, by statute or on any
other basis, for equitable relief, compensatory, punitive or other damages,
expenses (including attorneys' fees), reimbursements or costs of any kind,
including but not limited to, any and all claims, demands, rights and/or causes
of action, including those which might arise out of allegations relating to a
claimed breach of an alleged oral or written employment contract, or relating to
purported employment discrimination or civil rights violations, such as, but not
limited to, those arising under Title VII of the Civil Rights Act of 1964 (42
U.S.C. Section 2000e et seq.) as amended by the Civil Rights Act of 1991, the
Civil Rights Acts of 1866 and 1871 (42 U.S.C. Sections 1981 and 1983), Key
Employee Order 11246, as amended, the Age Discrimination in Employment Act of
1967, as amended (29 U.S.C. Section 621 et seq.), the Equal Pay Act of 1963 (29
U.S.C. Section 206(d)(1)), the Rehabilitation Act of 1973 (29 U.S.C. Sections
701-794), the Americans with Disabilities Act, or any other applicable federal,
state or local employment discrimination statute or ordinance, which the Key
Employee might have or assert against any of said entities or persons (a) by
reason of the Key Employee's active employment by the Company or any affiliated
company, or the termination of said employment and all circumstances related
thereto; or (b) by reason of any other matter, cause or thing whatsoever which
may have occurred prior to the date of execution of this Release. Moreover, the
Key Employee waives any and all rights under the Employee Retirement Income
- --------------------------------------------------------------------------------
Release under Employment Agreement 1
William O. Albertini
1
16
Security Act of 1974 (ERISA) to assert any claim to any severance benefits, or
other remuneration on account of separation from service, other than as stated
in the Agreement.
2. The Key Employee hereby reaffirms the terms and conditions of the
Agreement in all respects.
3. Should any provision of this Release be declared or be determined by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby, and said illegal or invalid part,
term or provision shall be deemed not to be a part of this Release.
STATEMENT BY THE KEY EMPLOYEE WHO IS SIGNING BELOW: THE COMPANY HAS
ADVISED ME IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
RELEASE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS
RELEASE AND HAVE HAD SUFFICIENT TIME AND OPPORTUNITY (OVER A PERIOD OF
SUBSTANTIALLY MORE THAN 21 DAYS) TO CONSULT WITH MY PERSONAL TAX, FINANCIAL AND
LEGAL ADVISORS PRIOR TO EXECUTING THIS DOCUMENT, AND I INTEND TO BE LEGALLY
BOUND BY ITS TERMS. I UNDERSTAND THAT I MAY REVOKE THIS RELEASE WITHIN SEVEN (7)
DAYS FOLLOWING MY SIGNING, AND THIS RELEASE WILL NOT BECOME ENFORCEABLE OR
EFFECTIVE UNTIL THAT SEVEN-DAY PERIOD HAS EXPIRED.
THE UNDERSIGNED, intending to be legally bound, has executed this
Release as of the day of , 199 , that being the Key Employee's
Separation Date.
THE KEY EMPLOYEE
SIGNED:
------------------------------
THIS IS A RELEASE
READ CAREFULLY BEFORE SIGNING
- --------------------------------------------------------------------------------
Release under Employment Agreement 2
William O. Albertini
2
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this 29th day of June, 1996, by and
between Bell Atlantic Corporation, on behalf of Bell Atlantic Network Services,
Inc., its successors and assigns ("Bell Atlantic"), and Bruce S. Gordon, Group
President - Consumer and Small Business Services (the "Key Employee"). In this
Agreement, "Bell Atlantic Company" means any or all of the following: Bell
Atlantic, a corporate subsidiary or other company affiliated with Bell Atlantic,
or a company in which Bell Atlantic directly or indirectly owns a substantial
equity interest, their successors and assigns, and, subsequent to any merger of
Bell Atlantic with or into any other entity, any company which is an affiliate
of the successors and assigns of Bell Atlantic subsequent to such merger, or a
company in which any such successor or assignee owns a substantial equity
interest.
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger,
dated April 21, 1996, between Bell Atlantic, NYNEX Corporation ("NYNEX") and
Seaboard Merger Company, and any amendment or restatement thereof (the
"Definitive Agreement"), Bell Atlantic contemplates a corporate combination of
the Bell Atlantic and NYNEX businesses on a date which is yet to be decided (the
"Closing Date"), and Bell Atlantic contemplates that the achieving of the
closing of the transactions contemplated by the Definitive Agreement (a
"Closing"), and a successful combination of the two businesses, will depend on
achieving numerous approvals by third parties, completing other conditions of
closing, and developing of business integration plans, in addition to the
continuation of efforts to manage and grow the existing lines of Bell Atlantic's
business; and
WHEREAS, Bell Atlantic acknowledges that the period from the date of
this Agreement to a date not later than the second anniversary of the Closing
Date is likely to be a period of extraordinary transition; and
WHEREAS, Bell Atlantic wishes to provide additional financial security
to the Key Employee, and to retain the services of the Key Employee, for the
period through the second anniversary of the Closing Date; and
WHEREAS, Bell Atlantic and the Key Employee wish to set forth the terms
and conditions applicable to the continuing employment of the Key Employee.
NOW, THEREFORE, for good and valuable consideration, the Key Employee
and Bell Atlantic hereby agree as follows:
1. TERM OF EMPLOYMENT DURING "TRANSITION PERIOD". The term of
employment under this Agreement (the "Transition Period") shall commence on the
date of this Agreement and end on the second anniversary of the Closing Date;
provided, however, that, in the event that the Definitive Agreement is
terminated (thereby canceling the plan of merger of Bell Atlantic and NYNEX),
the "Transition Period" shall end on the date on which the termination of the
Definitive
18
Agreement is effective. The parties intend that the obligations of Bell Atlantic
and the Bell Atlantic Companies under this Agreement shall likewise become the
obligations of the successors and assigns of Bell Atlantic and the Bell Atlantic
Companies subsequent to the Closing.
2. OBLIGATIONS OF THE BELL ATLANTIC COMPANIES DURING THE TRANSITION
PERIOD. During the Transition Period:
(a) one or more Bell Atlantic Companies shall employ the Key
Employee, prior to Closing, as Group President - Consumer and Small
Business Services, and, after Closing, as an officer and Senior
Manager;
(b) the employing Bell Atlantic Company shall compensate the
Key Employee at a Salary Grade not less than 32,
(c) the employing Bell Atlantic Company shall compensate the
Key Employee at a rate of base salary not lower than the annual rate
which is in effect on the date of this Agreement, and, in the case of
any scheduled salary increase which has been communicated to the Key
Executive with an effective date at any time in 1996, any employing
Bell Atlantic Company shall compensate the Key Executive at a rate of
base salary not lower than that increased salary rate on and after the
effective date of that increase; and
(d) to the extent not otherwise modified by the terms of this
Agreement, the Key Employee shall be eligible to participate in all of
the benefit and compensation plans, and the programs of perquisites,
applicable to similarly-situated Senior Managers of Bell Atlantic, as
those plans and programs may be amended from time to time.
3. OBLIGATIONS OF THE KEY EMPLOYEE DURING THE TRANSITION PERIOD. During
the Transition Period, the Key Employee shall have the following obligations and
duties.
(a) The Key Employee shall continue to fully and faithfully
perform his duties and responsibilities as an officer.
(b) The Key Employee shall serve in such executive capacities,
titles and authorities with respect to the Bell Atlantic Companies as
the Board or the CEO may from time to time prescribe, and the Key
Employee shall perform all duties incidental to such positions, shall
cooperate fully with the Board and the CEO, and shall work
cooperatively with the other officers of the Bell Atlantic Companies.
(c) The Key Employee shall continue to diligently devote his
entire business skill, time and effort to the affairs of the Bell
Atlantic Companies in accordance with the duties assigned to him that
are not inconsistent with the terms hereof, and shall perform all such
duties, and otherwise conduct himself, in a manner reasonably
calculated in good faith by him
2
19
to promote the best interests of the Bell Atlantic Companies. Prior to
the Key Employee's retirement from Bell Atlantic, except to the extent
specifically permitted by the Chief Executive Officer or the Board and
except as set forth below, the Key Employee shall not, directly or
indirectly, render any services of a business, commercial or
professional nature to any other person or organization other than a
Bell Atlantic Company or a venture in which a Bell Atlantic Company has
a financial interest, whether or not the services are rendered for
compensation.
(d) The failure of the Key Employee to perform his obligations
pursuant to paragraphs (a) through (c) above shall be excused when such
failure is on account of the Key Employee's disability within the
meaning of the applicable disability benefit plans in which the Key
Employee participates from time to time.
4. STAY INCENTIVE.
(a) STAY BONUS AT CLOSING: Subject to the terms and
conditions of this Agreement:
(1) if there is a Closing of the transactions
contemplated in the Definitive Agreement, and
(2) if the Key Employee has remained an employee "in
good standing" (as hereinafter defined) of one or more Bell
Atlantic Companies, from the date of this Agreement to the
Closing Date;
then, unless such payment is deferred pursuant to Section 10(c), not
later than 30 calendar days following the Closing Date, Bell Atlantic
will cause the Bell Atlantic Company which then employs the Key
Employee to pay the Key Employee a special bonus consisting of a
single cash payment (a "Stay Bonus") in an amount equal (before
withholding of taxes) to 100 percent of the Key Employee's "Pay" as of
the Closing Date.
(b) DEFINITION OF "PAY": For purposes of this Agreement, "Pay"
means the sum of (i) the annual rate of base salary on the applicable
date, plus (ii) the greater of (a) the gross amount of the short term
incentive award which was most recently awarded to the Key Employee
prior to the applicable date (including both the cash and stock
portions of such award, whether distributed or deferred), or (b) the
gross amount of said most recent short term incentive award if it had
been awarded at 150% of target and without any individual performance
adjustment. For purposes of this definition, in the event that the most
recent short term award was prorated for a portion of a year, the short
term award shall be annualized to eliminate the effect of the
proration.
(c) STAY BONUS IF MERGER PLAN IS TERMINATED: Subject to the
terms and conditions of this Agreement, if:
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(1) the Definitive Agreement is terminated, thereby
canceling the plan of merger of the Bell Atlantic and NYNEX
businesses, and
(2) the Key Employee has remained an employee "in
good standing" (as hereinafter defined) of one or more Bell
Atlantic Companies, from the date of this Agreement to the
date the Definitive Agreement is terminated;
then, unless such payment is deferred pursuant to Section 10(c), not
later than 30 calendar days following the date of termination of the
Definitive Agreement, Bell Atlantic will cause the Bell Atlantic
Company which then employs the Key Employee to pay the Key Employee a
special bonus consisting of a single cash payment in an amount equal
(before withholding of taxes) to 25 percent of Pay (as defined in
Section 4(b), where the applicable date is the date of termination of
the Definitive Agreement).
(d) PAYMENT IN CASE OF DEATH. Subject to the terms and
conditions of this Agreement, in the event of the death of the Key
Employee on any date after the date of this Agreement on which the Key
Employee was an employee "in good standing" immediately prior to the
death, and prior to Closing Date or the date of any termination of the
Definitive Agreement, Bell Atlantic shall cause the Key Employee's last
employing Bell Atlantic Company to pay the Key Employee's estate a
single cash payment which (before withholding taxes) shall be equal to
a fraction of the amount described in Section 4(a). The numerator of
the fraction shall be the number of days that have elapsed between the
signing of this Agreement and the Key Employee's date of death, and the
denominator of the fraction shall be the number of days that elapse
between the signing of this Agreement and the Closing Date. Such
payment shall be made in accordance with the timetable prescribed in
Section 4(a), in an amount equal (before withholding of taxes) to 25
percent of Pay (as defined in Section 4(b), where the applicable date
is the date of death). If the Definitive Agreement is terminated as
provided in Section 4(c) after the Key Employee's date of death, a
payment shall be made to the Key Employee's estate (in lieu of the
payment described in the previous sentence) in an amount equal (before
withholding of taxes) to 25 percent of Pay (as defined in Section 4(b),
where the applicable date is the date of death).
(e) DEFINITION OF EMPLOYMENT IN GOOD STANDING. For purposes of
Section 4(a) through 4(d), the Key Employee will be considered to be
"in good standing" on a given date if, on that date, the Key Employee
has not terminated employment for any reason from the date of this
Agreement to the given date, has not tendered oral or written notice of
intent to resign or retire effective as of a date on or before the
given date, and is not in receipt of notice from his employing Bell
Atlantic Company that the employer has determined that the Key
Employee's employment is to be terminated because the Key Employee has
committed a violation of law or a breach of the Employee Code of
Conduct or other written policy of the employing company which is of
sufficient severity to be cause for termination for misconduct.
5. SPECIAL PAYMENT FOR TERMINATION WITHOUT CAUSE.
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(a) PAYMENT IN LIEU OF STAY BONUS: Notwithstanding the
provisions of this Agreement which require a Key Employee to be an
employee in good standing on any applicable date stated in Section 4,
in the event that the Key Employee's employment is terminated by a Bell
Atlantic Company without "cause" (as defined in Section 6(b)) prior to
a date as of which, if the Key Employee had remained an employee in
good standing, a bonus under Section 4 of this Agreement would have
become payable by virtue of the actual occurrence of the Closing or the
termination of the Definitive Agreement or the death of the Key
Employee, Bell Atlantic shall cause the Key Employee's last employing
Bell Atlantic Company to pay the Key Employee (or the estate) a bonus
equal in amount to the bonus which would otherwise have become payable
hereunder, not later than 30 days following the date on which such
bonus would have otherwise become payable under Section 4.
(b) BREACH OF NON-COMPETE OR PROPRIETARY INFORMATION
OBLIGATIONS: No payment shall be made under this Section 5 if Bell
Atlantic determines that the Key Employee, during or after his period
of service with any Bell Atlantic Company, has breached any obligation
he may have under the terms of any non-compete or proprietary
information agreement which is applicable to the Key Employee at the
time of such a breach, or if there is evidence that the Key Employee
has revealed trade secrets of Bell Atlantic in violation of applicable
law. Under no circumstances will any payment be made under this Section
5 in the absence of the occurrence of an event which would have
triggered a payment under Section 4 if the Key Employee were an
employee in good standing on the date of the triggering event.
6. RETIREMENT, DISCHARGE FOR CAUSE, AND CERTAIN
INVOLUNTARY TERMINATIONS OF EMPLOYMENT.
(a) VOLUNTARY RESIGNATION, RETIREMENT, OR DISCHARGE FOR CAUSE.
In the event that the Key Employee voluntarily resigns or retires for
any reason (except a "constructive discharge", as defined in Section
6(f)), or is discharged by Bell Atlantic for "cause" (as defined in
section 6(b)), prior to the end of the Transition Period, the Key
Employee shall forfeit any and all rights thereafter to receive further
salary and benefits as set forth in Sections 2, 4 and 5 of this
Agreement, but shall otherwise be eligible to receive any and all
compensation and benefits for which a similarly-situated retiring
Senior Manager would be eligible under the applicable provisions of the
compensation and benefit plans, as those plans may be amended from time
to time. In such event, the Key Employee shall be subject to the terms
of the covenant not to compete, as described in Section 8 of this
Agreement, for a period described therein.
(b) CAUSE. For purposes of this Agreement, the term "cause"
shall mean a violation of law (other than a traffic violation or other
minor civil offense), or behavior that Bell Atlantic concludes amounts
to a material breach of any company policy or provision of the Employee
Code of Business Conduct, and including, by way of example: dishonesty;
working outside the Bell Atlantic Companies in violation of Sections
3(c) or 8 of this
5
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Agreement in competition with any Bell Atlantic Company; other conduct
that poses a material conflict of interest; revealing confidential or
proprietary information of any Bell Atlantic Company in violation of
Section 9 of this Agreement; or a substantial and deliberate abuse of
the voucher or expense reimbursement processes of any Bell Atlantic
Company.
(c) CONSEQUENCES OF CERTAIN INVOLUNTARY TERMINATIONS. Subject
to the terms of this Agreement, in the event that, at any time prior to
the end of the Transition Period, the employment of the Key Employee is
terminated by his employing company without "cause" (as hereinafter
defined), Bell Atlantic shall cause said employing company to pay post-
separation payments to the Key Employee, in cash, in monthly
installments, each of which shall be equal to 1/12th of the Key
Employee's "Pay" (as hereinafter defined), according to paragraphs (1)
and (2), as follows:
(1) PAY FOR REMAINDER OF TERM OF EMPLOYMENT
AGREEMENT. Monthly post-separation payments shall be payable
from the effective date of the termination of employment (or,
if later, the month in which the Closing Date occurs) through
the last calendar month of the Transition Period; provided,
however, that, if the termination of employment occurs prior
to any Closing and the Definitive Agreement is thereafter
terminated, thereby canceling the plan of merger of the Bell
Atlantic and NYNEX businesses, no post-separation payments
shall be payable under this paragraph.
(2) ADDITIONAL PAYMENTS IN CONSIDERATION FOR
COVENANTS. In exchange for the continuing compliance of the
Key Employee with the non-compete and other covenants of this
Agreement, Bell Atlantic shall cause the Key Employee's last
employing company to pay monthly post-separation payments to
the Key Employee for 24 months, from the month following the
termination of employment to the 24th month thereafter;
provided, however, that installments under this paragraph will
cease to be payable, and no Bell Atlantic Company shall have
any further obligation to pay any post-separation payments
under this paragraph to the Key Employee, on and after the
date that Bell Atlantic determines that the Key Employee has
breached the non-compete covenant or any other covenant under
Section 8 or 9 of this Agreement.
(d) "PAY". For purposes of this Section 6, "Pay" has the
meaning stated in Section 4(b), where the applicable date is either the
date of the Key Employee's separation from service, or the day prior to
the date on which oral or written notice of termination of employment
is first given by the applicable Bell Atlantic Company to the Key
Employee, whichever produces the larger amount of "Pay".
(e) REMEDY APPLICABLE TO LONG-TERM COMPENSATION. In the event
that post- separation payments become payable as a result of a
termination without cause under Section 6(c) or a constructive
discharge under Section 6(f), then, for purposes of the Key Employee's
long-term compensation in the form of any and all Bell Atlantic stock
options which are
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outstanding on the date of the Key Employee's separation from service,
the Key Employee shall be deemed, for purposes of determining the
duration of the Key Employee's right to exercise any and all such stock
options, to have remained in active service with Bell Atlantic
continuously through the second anniversary of the Closing Date, and
then to have retired on that date with whatever rights to continue to
exercise then-outstanding stock options subsequent to such date which
would then be applicable to a retiring holder of such options under the
terms of the respective stock option agreements and certificates. The
provisions of this paragraph shall cease to apply if and when the Key
Employee violates any covenant under Section 8 or 9 of this Agreement.
Notwithstanding the provisions of this paragraph, any incentive stock
options held by the Key Employee shall be recharacterized as
nonqualified stock options at the end of the 90th day after the actual
date of the Key Employee's separation from service from any and all
Bell Atlantic Companies.
(f) CONSTRUCTIVE DISCHARGE. In the event that Bell Atlantic
breaches any of its covenants under Section 2 of this Agreement and
fails to remedy any such breach within 30 days of notice by the Key
Employee, or in the event that the Key Employee is assigned, effective
as of a date during the Transition Period and after the Closing Date,
to a position which involves a "downgrade" (as hereinafter defined),
and if the Key Employee terminates employment as a direct consequence
of Bell Atlantic's breach or the Key Employee's decision to refuse to
accept the downgrade, the Key Employee shall be eligible to receive
post- separation payments on the same basis, subject to the same terms
and conditions, and in the same amount, as if the employment of the Key
Employee had been terminated without cause on the same date. For
purposes of this Agreement, "downgrade" means an assignment to a
position where the sum of the annual rate of base salary plus the
maximum amount of annual short term incentive award the Key Employee
would be eligible to receive per year in the new position is less than
90% of the sum of the corresponding items of salary and maximum annual
short term incentive opportunity for the Key Employee's existing
position.
(g) RESIGNATION UPON REFUSAL OF RELOCATION. In the event that
the Key Employee is assigned, effective as of a date during the
Transition Period and after the Closing Date, to a position which
involves a "relocation" (as hereinafter defined), and if the Key
Employee terminates employment as a direct consequence of refusing
relocation, then the Key Employee shall be eligible to receive the
post-separation payments described in paragraph 6(c)(2), but only for
12 successive months instead of 24 months, subject to the Key
Employee's continued compliance with the covenants of Sections 8 and 9
of this Agreement.. In such a case no Bell Atlantic Company shall have
any obligation to pay any post-separation payments under paragraph
6(c)(1). For purposes of this Agreement, a "relocation" means an
assignment to a position with a principal place of work which would
require a commute, measured from the existing residence from which the
Key Employee normally commutes to work, which is more than 35 miles
greater than the Key Employee's existing commute from such residence.
(h) DEATH. A Key Employee shall not be entitled to
post-separation payments
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24
under this Agreement as a consequence of death during active
employment. In case of the death of the Key Employee subsequent to
terminating employment, and at a time when the Key Employee has
received some, but not all, installments of post-separation payments
which he continues to be eligible to receive, if the death occurs at a
time when the Key Employee was continuing to comply with the applicable
covenants of this Agreement, then the balance of the post-separation
payments which then remain unpaid shall be paid in a single sum to the
estate of the Key Employee.
7. CERTAIN LIMITATIONS UPON PAYMENTS. Anything in this Agreement to the
contrary notwithstanding, Bell Atlantic and the Key Employee agree to follow the
procedures set forth in Attachment A with respect to the applicability of the
provisions of Section 280G of the Internal Revenue Code of 1986, as amended.
8. PROHIBITION AGAINST COMPETITIVE ACTIVITIES.
(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. During the period
of the Key Employee's employment with any Bell Atlantic Company (both
before and after the Closing Date), and for a period of 24 months
following the Key Employee's retirement or termination of employment
for any other reason from any and all Bell Atlantic Companies, the Key
Employee, without the prior written consent of the Chief Executive
Officer of Bell Atlantic (or the designee of that officer), shall not:
(i) personally engage in "Competitive Activities" (as
defined in paragraph (b)) within any geographic area in which
any Bell Atlantic Company is then engaged (or, at the time of
the Key Employee's termination of employment, had a board-
approved business plan under which it planned to engage) in
such Competitive Activities;
(ii) work for, own, manage, operate, control or
participate in the ownership, management, operation or control
of, or provide consulting or advisory services to, any
individual, partnership, firm, corporation or institution
engaged in Competitive Activities within any geographic area
described in Section (a)(i); provided, however, that the Key
Employee's purchase or holding, for investment purposes, of
securities of a publicly-traded company shall not constitute
"ownership" or "participation in ownership" for purposes of
this paragraph so long as the Key Employee's equity interest
in any such company is less than a controlling interest;
(iii) directly or indirectly attempt to divert from
any Bell Atlantic Company any business in connection with
Competitive Activities.
(b) COMPETITIVE ACTIVITIES. For purposes of Section (a)
hereof, "Competitive Activities" means business activities relating to
products or services of the same or similar type as those for which the
Key Employee had responsibility to plan, develop, manage or
8
25
oversee within the last 24 months of the Key Employee's employment with
any Bell Atlantic Company.
(c) NO SOLICITATION OF BELL ATLANTIC EMPLOYEES. During the
period of the Key Employee's employment with any Bell Atlantic Company
(both before and after the Closing Date), and for a period of 24 months
following the Key Employee's retirement or termination of employment
for any other reason from any and all Bell Atlantic Companies, the Key
Employee shall not interfere with the relationship of any Bell Atlantic
Company with any of its employees, agents, representatives, suppliers
or vendors under contract, or joint venturers. During said 24-month
post-separation period, the Key Employee will not solicit any employee
of any Bell Atlantic Company to accept employment with, or provide
services to, any person or entity which is not a Bell Atlantic Company.
(d) NOTICE. Bell Atlantic shall send the Key Employee written
notice in the event that Bell Atlantic believes that the Key Employee
has violated any of the prohibitions of this Section ; provided,
however, that any failure by Bell Atlantic to give notice under this
provision or to enforce its rights under this Agreement in any one or
more instances shall not be a bar to Bell Atlantic giving notice and
taking action to enforce its rights under this Agreement at any later
time. For a period of 15 days after the giving of such notice, the Key
Employee shall have the opportunity to respond and discuss with Bell
Atlantic the underlying facts and the basis for Bell Atlantic's belief
that the Key Employee is in breach of this Section. During such 15-day
period, Bell Atlantic shall not pursue any remedy provided by this
Agreement or at law or in equity.
(e) FORFEITURE OF BENEFITS. The Key Employee acknowledges that
his violation of any of the prohibitions of Section 8, either during a
period of employment with a Bell Atlantic Company, or during the 24
months following termination of employment, may result in the Key
Employee's forfeiture of any and all rights to benefits under the
nonqualified pension plan in which the Key Employee participates, or
the forfeiture of rights to payments or benefits under any other
compensation or benefit plan which may contain similar prohibitions or
conditions on benefits.
(f) WAIVER. Nothing in this Agreement shall bar the Key
Employee from requesting, at the time of the Key Employee's retirement
or at any time thereafter, that the officer named in Section 8(a) waive
Bell Atlantic's rights to enforce the non-compete covenants of this
Section, and said officer shall have the power to agree to such a
waiver if said officer determines that it is not inconsistent with the
interests of Bell Atlantic to do so.
9. PROHIBITION AGAINST DISCLOSURE OF PROPRIETARY INFORMATION.
(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. The Key Employee
acknowledges that, as one of the most senior officers of the Bell
Atlantic Companies, the Key Employee has continuing access to
confidential and proprietary information of Bell Atlantic
9
26
Companies. The Key Employee shall, therefore, at all times during the
period of active employment with any Bell Atlantic Company, and for a
period of three years thereafter, preserve the confidentiality of all
proprietary information of any Bell Atlantic Company. The three-year
limitation under this paragraph shall not in any way limit any Bell
Atlantic Company's common law and statutory rights to protect its trade
secrets or intellectual property rights at any time, to the full extent
of the law. "Proprietary information" includes, but is not limited to,
information in the possession or control of a Bell Atlantic Company
that has not been fully disclosed in a writing which has been generally
circulated to the public at large, and which gives the Bell Atlantic
Company an opportunity to obtain or maintain advantages over its
current and potential competitors, such as strategic or tactical
business plans, undisclosed financial data; ideas, processes, methods,
techniques, systems, patented or copyrighted information, models,
devices, programs, computer software or related information; documents
relating to regulatory matters and correspondence with governmental
entities; undisclosed information concerning any past, pending or
threatened legal dispute, pricing and cost data; reports and analyses
of business prospects; business transactions which are contemplated or
planned; research data; personnel information and data; identities of
users and purchasers of any Bell Atlantic Company's products or
services; and other confidential matters pertaining to or known by one
or more Bell Atlantic Companies, including confidential information of
a third party which a Bell Atlantic Company is bound to protect.
(b) OBLIGATION TO RETURN COMPANY PROPERTY. If and when the Key
Employee terminates employment for any reason with all Bell Atlantic
Companies, the Key Employee shall, prior to the last day of active
employment and without charge to any Bell Atlantic Company, return to
the employing Bell Atlantic Company (or the rightful Bell Atlantic
Company) all company property, including, without limitation, originals
and copies of records, papers, programs, computer software, documents
and other materials which contain Proprietary Information, as defined
in the previous paragraph. The Key Employee shall thereafter cooperate
with each applicable Bell Atlantic Company in executing and delivering
documents requested by the company that are necessary to assist the
Bell Atlantic Company in patenting or registering any programs, ideas,
inventions, discoveries, copyright material or trademarks, and to vest
title thereto in the Bell Atlantic Company.
(c) FORFEITURE OF BENEFITS. The Key Employee acknowledges that
a violation of the prohibitions of this Section 9 may result in the Key
Employee's forfeiture of any and all rights to benefits or awards under
the nonqualified pension plan in which he participates, and any other
benefit or compensation plan containing similar prohibitions and
requirements.
(d) REMEDIES IN ADDITION TO FORFEITURE OF BENEFITS. The Key
Employee recognizes that irreparable injury will result to one or more
Bell Atlantic Companies, and to the business and property of any of
them, in the event of a breach by the Key Employee of any of the
provisions of this Section 9. In the event of any breach of any of the
Key Employee's covenants under this Section 9, any Bell Atlantic
Company that is damaged by such breach shall be entitled, in addition
to curtailing the payment of any post-separation payments
10
27
hereunder, and in addition to any other remedies and damages which may
be available at law, to injunctive relief to restrain the violation of
such covenants by the Key Employee or by any person or persons acting
for or with the Key Employee in any capacity whatsoever.
10. MISCELLANEOUS PROVISIONS.
(a) KEY EMPLOYEE'S DUTY TO TREAT THIS AGREEMENT AS
CONFIDENTIAL. Unless and until the terms of this Agreement, and the
amount of any payment eligible to be paid or actually paid under this
Agreement, are disclosed in writing to the public by any Bell Atlantic
Company pursuant to any applicable legal duty to disclose such
information, it shall be a condition of eligibility to receive any
payment hereunder that the Key Employee hold the terms of this
Agreement and the amount of any payment hereunder in strict confidence,
except that the Key Employee may disclose such details on a
confidential basis to his or her spouse (if any), and to any financial
counselor, tax adviser or legal counsel retained by the Key Employee. A
breach by the Key Employee of his or her duty of confidentiality under
this paragraph shall constitute cause for Bell Atlantic to terminate
this Agreement.
(b) ASSIGNMENT BY BELL ATLANTIC. The obligations of Bell
Atlantic hereunder shall be the obligations of any and all successors
and assigns of Bell Atlantic. Bell Atlantic may assign this Agreement
without the Key Employee's consent to any company that acquires all or
substantially all of the stock or assets of Bell Atlantic, or into
which or with which Bell Atlantic is merged or consolidated. This
Agreement may not be assigned by the Key Employee, and no person other
than the Key Employee (or the Key Employee's estate) may assert the
rights of the Key Employee under this Agreement.
(c) BONUS AND OTHER PAYMENTS NOT APPLICABLE TO PENSION,
SAVINGS PLAN OR OTHER BENEFIT PLANS. The amounts described in Section
4, 5, and 6 of this Agreement shall not be eligible to be contributed
to any qualified savings plan, and shall not be benefit-bearing
compensation for purposes of any group term life insurance plan,
pension plan, or other employee benefit plans. Nothing in this
Agreement is intended to supersede or modify any rights which the Key
Employee may have under any other compensation or benefit plan in which
the Key Employee participates. At the time of determination that an
amount is payable under Section 4 of this Agreement, such amount may be
deferred under any nonqualified deferred compensation plan in which the
Key Employee is then eligible to participate, but only if and to the
extent then permitted under the terms of any such nonqualified deferred
compensation plan.
(d) RELEASE. As a condition of eligibility to receive the
benefits described in Sections 5 and 6 of this Agreement, the Key
Employee shall sign and deliver a legal release in the form attached to
this Agreement as Attachment B, which shall be signed by the Key
Employee at the time of his retirement or other termination of
employment from Bell Atlantic (the "Release"), and the Key Employee
shall not revoke his signature.
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(e) WAIVER. The waiver by Bell Atlantic of a breach by the Key
Employee of any provision of this Agreement shall not be construed as a
waiver of any subsequent breach.
(f) GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Virginia.
(g) ENTIRE AGREEMENT: Except for the terms of other
compensation and benefit plans in which the Key Employee participates,
this Agreement sets forth the entire understanding of Bell Atlantic and
the Key Employee and supersedes all prior agreements and
communications, whether oral or written, between Bell Atlantic and the
Key Employee. This Agreement shall not be modified except by written
agreement of the Key Employee and Bell Atlantic. During the Transition
Period, the terms of Sections 8 and 9 of this Agreement shall supersede
the terms of any Non-Compete and Proprietary Information Agreement to
which the Key Employee and any Bell Atlantic Company are parties;
provided, however, that, if the Key Employee remains employed by a Bell
Atlantic Company subsequent to the termination of this Agreement at the
end of the Transition Period (or any extension of such Transition
Period which may later be agreed by amendment of this Agreement), any
such prior Non-Compete and Proprietary Information Agreement shall
again be enforceable to the full extent of its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
BELL ATLANTIC CORPORATION
BY:
----------------------------------------------
JAMES G. CULLEN
VICE CHAIRMAN
THE KEY EMPLOYEE
-------------------------------------------------
BRUCE S. GORDON
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ATTACHMENT A
CERTAIN LIMITATIONS UPON PAYMENTS
(a) TAX CODE LIMITATIONS. Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined that any payment or
distribution by Bell Atlantic to or for the benefit of the Key Employee, whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would constitute an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), the aggregate present value of amounts payable or
distributable to or for the benefit of the Key Employee pursuant to this
Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced (but not below
zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed
in present value which maximizes the aggregate present value of Agreement
Payments without causing any Payment to be subject to taxation under Section
4999 of the Code. For purposes of this Section , present value shall be
determined in accordance with Section 280G(d)(4) of the Code.
(b) CALCULATIONS BY INDEPENDENT FIRM. All determinations to be made
under this Section shall be made by Bell Atlantic's independent public
accountant or such law firm as is acceptable to the Key Employee and Bell
Atlantic (the "Independent Firm"), immediately if the Key Employee separates
from service under circumstances which make the Key Employee eligible to receive
post-separation payments under this Agreement, or at such other times as Bell
Atlantic may determine. The parties agree that the Independent Firm shall render
a preliminary opinion on the applicability of Section 280G to this Agreement
within sixty (60) days of the date of Execution of this Agreement. The
Independent Firm shall provide its determinations and any supporting
calculations both to Bell Atlantic and the Key Employee within ten (10) days of
the effective date of termination of employment, or when such calculations are
otherwise made. Any such determination by the Independent Firm shall be binding
upon Bell Atlantic and the Key Employee. Within five (5) days after this
determination, Bell Atlantic shall commence to pay (or cause payments to
commence to be paid) to or for the benefit of the Key Employee such amounts (if
any) as are then due to the Key Employee under this Agreement.
(c) OVERPAYMENTS AND UNDERPAYMENTS. As a result of the uncertainty in
the application of Section 280G of the Code at the time of the initial
determination by the Independent Firm hereunder, it is possible that Agreement
Payments will either have been made by Bell Atlantic which should not have been
made ("Overpayment"), or that additional Agreement Payments which have not been
made by Bell Atlantic could have been made ("Underpayment"), in each case,
consistent with the calculations required to be made hereunder. Within two years
after the effective date of termination of employment, the Independent Firm
shall review the determination made by it pursuant to the preceding paragraph.
In the event that the Independent Firm determines that an Overpayment has been
made, any such Overpayment shall be treated for all purposes as a loan to the
Key Employee which the Key Employee shall repay to Bell Atlantic together with
interest at the applicable Federal rate provided for in Section 7872(f)(2) of
the Code (the "Federal Rate"); provided, however, that no amount shall be
payable by the Key Employee to Bell Atlantic if and to the extent such payment
would not reduce the amount which is subject to
Employment Agreement 13
Bruce S. Gordon
13
30
taxation under Section 4999 of the Code. In the event that the Independent Firm
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the appropriate Bell Atlantic Company to or for the benefit of
the Key Employee together with interest at the Federal Rate.
(d) All of the fees and expenses of the Independent Firm in performing
the determinations referred to in subsections (b) and (c) above shall be borne
solely by Bell Atlantic.
Employment Agreement 14
Bruce S. Gordon
14
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ATTACHMENT B
RELEASE
THIS RELEASE (the "Release") is entered into by [NAME] (the "Key
Employee"), for the benefit of ________________________________________ (the
"Company"), and for the benefit of all companies affiliated with the Company
(collectively, "Bell Atlantic Companies"), and the officers, directors and
employees of each of them.
WHEREAS, the Key Employee has separated from service with the Company
on _____________, 199_ (the "Separation Date") pursuant to the terms of an
Employment Agreement, dated _______________, 1996, between Bell Atlantic
Corporation and the Key Employee (the "Agreement"), and he wishes to execute
this Release as contemplated under the terms of the Agreement.
NOW, THEREFORE, the Key Employee affirms as follows:
1. The Key Employee, as his free and voluntary act, hereby releases and
discharges the Company, its affiliates, and their successors and assigns, and
the directors, officers, employees, and agents of each of them, of and from any
and all debts, obligations, claims, demands, judgments or causes of action of
any kind whatsoever, known or unknown, in tort, contract, by statute or on any
other basis, for equitable relief, compensatory, punitive or other damages,
expenses (including attorneys' fees), reimbursements or costs of any kind,
including but not limited to, any and all claims, demands, rights and/or causes
of action, including those which might arise out of allegations relating to a
claimed breach of an alleged oral or written employment contract, or relating to
purported employment discrimination or civil rights violations, such as, but not
limited to, those arising under Title VII of the Civil Rights Act of 1964 (42
U.S.C. Section 2000e et seq.) as amended by the Civil Rights Act of 1991, the
Civil Rights Acts of 1866 and 1871 (42 U.S.C. Sections 1981 and 1983), Key
Employee Order 11246, as amended, the Age Discrimination in Employment Act of
1967, as amended (29 U.S.C. Section 621 et seq.), the Equal Pay Act of 1963 (29
U.S.C. Section 206(d)(1)), the Rehabilitation Act of 1973 (29 U.S.C. Sections
701-794), the Americans with Disabilities Act, or any other applicable federal,
state or local employment discrimination statute or ordinance, which the Key
Employee might have or assert against any of said entities or persons (a) by
reason of the Key Employee's active employment by the Company or any affiliated
company, or the termination of said employment and all circumstances related
thereto; or (b) by reason of any other matter, cause or thing whatsoever which
may have occurred prior to the date of execution of this Release. Moreover, the
Key Employee waives any and all rights under the Employee Retirement Income
Security Act of 1974 (ERISA) to assert any claim to any severance benefits, or
other remuneration on account of separation from service, other than as stated
in the Agreement.
Release under Employment Agreement 1
Bruce S. Gordon
1
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2. The Key Employee hereby reaffirms the terms and conditions of the
Agreement in all respects.
3. Should any provision of this Release be declared or be determined by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby, and said illegal or invalid part,
term or provision shall be deemed not to be a part of this Release.
STATEMENT BY THE KEY EMPLOYEE WHO IS SIGNING BELOW: THE COMPANY HAS
ADVISED ME IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
RELEASE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS
RELEASE AND HAVE HAD SUFFICIENT TIME AND OPPORTUNITY (OVER A PERIOD OF
SUBSTANTIALLY MORE THAN 21 DAYS) TO CONSULT WITH MY PERSONAL TAX, FINANCIAL AND
LEGAL ADVISORS PRIOR TO EXECUTING THIS DOCUMENT, AND I INTEND TO BE LEGALLY
BOUND BY ITS TERMS. I UNDERSTAND THAT I MAY REVOKE THIS RELEASE WITHIN SEVEN (7)
DAYS FOLLOWING MY SIGNING, AND THIS RELEASE WILL NOT BECOME ENFORCEABLE OR
EFFECTIVE UNTIL THAT SEVEN-DAY PERIOD HAS EXPIRED.
THE UNDERSIGNED, intending to be legally bound, has executed this
Release as of the _____ day of __________, 199__, that being the Key Employee's
Separation Date.
THE KEY EMPLOYEE
SIGNED: ______________________________
THIS IS A RELEASE
READ CAREFULLY BEFORE SIGNING
Release under Employment Agreement 2
Bruce S. Gordon
2
33
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this 25th day of June, 1996, by and
between Bell Atlantic Corporation, on behalf of Bell Atlantic Network Services,
Inc., its successors and assigns ("Bell Atlantic"), and Stuart C. Johnson, Group
President - Large Business and Information Services (the "Key Employee"). In
this Agreement, "Bell Atlantic Company" means any or all of the following: Bell
Atlantic, a corporate subsidiary or other company affiliated with Bell Atlantic,
or a company in which Bell Atlantic directly or indirectly owns a substantial
equity interest, their successors and assigns, and, subsequent to any merger of
Bell Atlantic with or into any other entity, any company which is an affiliate
of the successors and assigns of Bell Atlantic subsequent to such merger, or a
company in which any such successor or assignee owns a substantial equity
interest.
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger,
dated April 21, 1996, between Bell Atlantic, NYNEX Corporation ("NYNEX") and
Seaboard Merger Company, and any amendment or restatement thereof (the
"Definitive Agreement"), Bell Atlantic contemplates a corporate combination of
the Bell Atlantic and NYNEX businesses on a date which is yet to be decided (the
"Closing Date"), and Bell Atlantic contemplates that the achieving of the
closing of the transactions contemplated by the Definitive Agreement (a
"Closing"), and a successful combination of the two businesses, will depend on
achieving numerous approvals by third parties, completing other conditions of
closing, and developing of business integration plans, in addition to the
continuation of efforts to manage and grow the existing lines of Bell Atlantic's
business; and
WHEREAS, Bell Atlantic acknowledges that the period from the date of
this Agreement to a date not later than the second anniversary of the Closing
Date is likely to be a period of extraordinary transition; and
WHEREAS, Bell Atlantic wishes to provide additional financial security
to the Key Employee, and to retain the services of the Key Employee, for the
period through the second anniversary of the Closing Date; and
WHEREAS, Bell Atlantic and the Key Employee wish to set forth the terms
and conditions applicable to the continuing employment of the Key Employee.
NOW, THEREFORE, for good and valuable consideration, the Key Employee
and Bell Atlantic hereby agree as follows:
1. TERM OF EMPLOYMENT DURING "TRANSITION PERIOD". The term of
employment under this Agreement (the "Transition Period") shall commence on the
date of this Agreement and end on the second anniversary of the Closing Date;
provided, however, that, in the event that the Definitive Agreement is
terminated (thereby canceling the plan of merger of Bell Atlantic and NYNEX),
the "Transition Period" shall end on the date on which the termination of the
Definitive
34
Agreement is effective. The parties intend that the obligations of Bell Atlantic
and the Bell Atlantic Companies under this Agreement shall likewise become the
obligations of the successors and assigns of Bell Atlantic and the Bell Atlantic
Companies subsequent to the Closing.
2. OBLIGATIONS OF THE BELL ATLANTIC COMPANIES DURING THE
TRANSITION PERIOD. During the Transition Period:
(a) one or more Bell Atlantic Companies shall employ the
Key Employee, prior to Closing, as Group President - Large Business and
Information Services, and, after Closing, as an officer and Senior
Manager;
(b) the employing Bell Atlantic Company shall compensate
the Key Employee at a Salary Grade not less than 33;
(c) the employing Bell Atlantic Company shall compensate
the Key Employee at a rate of base salary not lower than the annual
rate which is in effect on the date of this Agreement, and, in the case
of any scheduled salary increase which has been communicated to the Key
Executive with an effective date at any time in 1996, any employing
Bell Atlantic Company shall compensate the Key Executive at a rate of
base salary not lower than that increased salary rate on and after the
effective date of that increase; and
(d) to the extent not otherwise modified by the terms of
this Agreement, the Key Employee shall be eligible to participate in
all of the benefit and compensation plans, and the programs of
perquisites, applicable to similarly-situated Senior Managers of Bell
Atlantic, as those plans and programs may be amended from time to time.
3. OBLIGATIONS OF THE KEY EMPLOYEE DURING THE TRANSITION PERIOD.
During the Transition Period, the Key Employee shall have the following
obligations and duties.
(a) The Key Employee shall continue to fully and
faithfully perform his duties and responsibilities as an officer.
(b) The Key Employee shall serve in such executive
capacities, titles and authorities with respect to the Bell Atlantic
Companies as the Board or the CEO may from time to time prescribe, and
the Key Employee shall perform all duties incidental to such positions,
shall cooperate fully with the Board and the CEO, and shall work
cooperatively with the other officers of the Bell Atlantic Companies.
(c) The Key Employee shall continue to diligently devote
his entire business skill, time and effort to the affairs of the Bell
Atlantic Companies in accordance with the duties assigned to him that
are not inconsistent with the terms hereof, and shall perform all such
duties, and otherwise conduct himself, in a manner reasonably
calculated in good faith by him
2
35
to promote the best interests of the Bell Atlantic Companies. Prior to
the Key Employee's retirement from Bell Atlantic, except to the extent
specifically permitted by the Chief Executive Officer or the Board and
except as set forth below, the Key Employee shall not, directly or
indirectly, render any services of a business, commercial or
professional nature to any other person or organization other than a
Bell Atlantic Company or a venture in which a Bell Atlantic Company has
a financial interest, whether or not the services are rendered for
compensation.
(d) The failure of the Key Employee to perform his
obligations pursuant to paragraphs (a) through (c) above shall be
excused when such failure is on account of the Key Employee's
disability within the meaning of the applicable disability benefit
plans in which the Key Employee participates from time to time.
4. STAY INCENTIVE.
(a) STAY BONUS AT CLOSING: Subject to the terms
and conditions of this Agreement:
(1) if there is a Closing of the transactions
contemplated in the Definitive Agreement, and
(2) if the Key Employee has remained an employee
"in good standing" (as hereinafter defined) of one or more Bell
Atlantic Companies, from the date of this Agreement to the Closing
Date;
then, unless such payment is deferred pursuant to Section 10(c), not
later than 30 calendar days following the Closing Date, Bell Atlantic
will cause the Bell Atlantic Company which then employs the Key
Employee to pay the Key Employee a special bonus consisting of a single
cash payment (a "Stay Bonus") in an amount equal (before withholding of
taxes) to 100 percent of the Key Employee's "Pay" as of the Closing
Date.
(b) DEFINITION OF "PAY": For purposes of this Agreement,
"Pay" means the sum of (i) the annual rate of base salary on the
applicable date, plus (ii) the greater of (a) the gross amount of the
short term incentive award which was most recently awarded to the Key
Employee prior to the applicable date (including both the cash and
stock portions of such award, whether distributed or deferred), or (b)
the gross amount of said most recent short term incentive award if it
had been awarded at 150% of target and without any individual
performance adjustment. For purposes of this definition, in the event
that the most recent short term award was prorated for a portion of a
year, the short term award shall be annualized to eliminate the effect
of the proration.
(c) STAY BONUS IF MERGER PLAN IS TERMINATED: Subject to
the terms and conditions of this Agreement, if:
3
36
(1) the Definitive Agreement is terminated,
thereby canceling the plan of merger of the Bell Atlantic and
NYNEX businesses, and
(2) the Key Employee has remained an employee
"in good standing" (as hereinafter defined) of one or more
Bell Atlantic Companies, from the date of this Agreement to
the date the Definitive Agreement is terminated;
then, unless such payment is deferred pursuant to Section 10(c), not
later than 30 calendar days following the date of termination of the
Definitive Agreement, Bell Atlantic will cause the Bell Atlantic
Company which then employs the Key Employee to pay the Key Employee a
special bonus consisting of a single cash payment in an amount equal
(before withholding of taxes) to 25 percent of Pay (as defined in
Section 4(b), where the applicable date is the date of termination of
the Definitive Agreement).
(d) PAYMENT IN CASE OF DEATH. Subject to the terms and
conditions of this Agreement, in the event of the death of the Key
Employee on any date after the date of this Agreement on which the Key
Employee was an employee "in good standing" immediately prior to the
death, and prior to Closing Date or the date of any termination of the
Definitive Agreement, Bell Atlantic shall cause the Key Employee's last
employing Bell Atlantic Company to pay the Key Employee's estate a
single cash payment which (before withholding taxes) shall be equal to
a fraction of the amount described in Section 4(a). The numerator of
the fraction shall be the number of days that have elapsed between the
signing of this Agreement and the Key Employee's date of death, and the
denominator of the fraction shall be the number of days that elapse
between the signing of this Agreement and the Closing Date. Such
payment shall be made in accordance with the timetable prescribed in
Section 4(a), in an amount equal (before withholding of taxes) to 25
percent of Pay (as defined in Section 4(b), where the applicable date
is the date of death). If the Definitive Agreement is terminated as
provided in Section 4(c) after the Key Employee's date of death, a
payment shall be made to the Key Employee's estate (in lieu of the
payment described in the previous sentence) in an amount equal (before
withholding of taxes) to 25 percent of Pay (as defined in Section 4(b),
where the applicable date is the date of death).
(e) DEFINITION OF EMPLOYMENT IN GOOD STANDING. For
purposes of Section 4(a) through 4(d), the Key Employee will be
considered to be "in good standing" on a given date if, on that date,
the Key Employee has not terminated employment for any reason from the
date of this Agreement to the given date, has not tendered oral or
written notice of intent to resign or retire effective as of a date on
or before the given date, and is not in receipt of notice from his
employing Bell Atlantic Company that the employer has determined that
the Key Employee's employment is to be terminated because the Key
Employee has committed a violation of law or a breach of the Employee
Code of Conduct or other written policy of the employing company which
is of sufficient severity to be cause for termination for misconduct.
5. SPECIAL PAYMENT FOR TERMINATION WITHOUT CAUSE.
4
37
(a) PAYMENT IN LIEU OF STAY BONUS: Notwithstanding the
provisions of this Agreement which require a Key Employee to be an
employee in good standing on any applicable date stated in Section 4,
in the event that the Key Employee's employment is terminated by a Bell
Atlantic Company without "cause" (as defined in Section 6(b)) prior to
a date as of which, if the Key Employee had remained an employee in
good standing, a bonus under Section 4 of this Agreement would have
become payable by virtue of the actual occurrence of the Closing or the
termination of the Definitive Agreement or the death of the Key
Employee, Bell Atlantic shall cause the Key Employee's last employing
Bell Atlantic Company to pay the Key Employee (or the estate) a bonus
equal in amount to the bonus which would otherwise have become payable
hereunder, not later than 30 days following the date on which such
bonus would have otherwise become payable under Section 4.
(b) BREACH OF NON-COMPETE OR PROPRIETARY INFORMATION
OBLIGATIONS: No payment shall be made under this Section 5 if Bell
Atlantic determines that the Key Employee, during or after his period
of service with any Bell Atlantic Company, has breached any obligation
he may have under the terms of any non-compete or proprietary
information agreement which is applicable to the Key Employee at the
time of such a breach, or if there is evidence that the Key Employee
has revealed trade secrets of Bell Atlantic in violation of applicable
law. Under no circumstances will any payment be made under this
Section 5 in the absence of the occurrence of an event which would have
triggered a payment under Section 4 if the Key Employee were an
employee in good standing on the date of the triggering event.
6. VOLUNTARY SEPARATION, DISCHARGE FOR CAUSE, AND
CERTAIN INVOLUNTARY TERMINATIONS OF EMPLOYMENT.
(a) VOLUNTARY RESIGNATION OR RETIREMENT, OR DISCHARGE FOR
CAUSE. In the event that the Key Employee voluntarily resigns or
retires for any reason (except a "constructive discharge", as defined
in Section 6(f)), or is discharged by Bell Atlantic for "cause" (as
defined in section 6(b)), prior to the end of the Transition Period,
the Key Employee shall forfeit any and all rights thereafter to receive
further salary and benefits as set forth in Sections 2, 4 and 5 of this
Agreement, but shall otherwise be eligible to receive any compensation
and benefits for which a similarly-situated former Senior Manager would
be eligible under the applicable provisions of the compensation and
benefit plans, as those plans may be amended from time to time, but
taking into account the special retirement-eligibility rules of the
executive compensation plans and nonqualified pension plan which were
approved by the Human Resources Committee of the Bell Atlantic Board
and are applicable to the Key Employee. In such event, the Key Employee
shall be subject to the terms of the covenant not to compete, as
described in Section 8 of this Agreement, for a period described
therein.
(b) CAUSE. For purposes of this Agreement, the term
"cause" shall mean a violation of law (other than a traffic violation
or other minor civil offense), or behavior that Bell Atlantic concludes
amounts to a material breach of any company policy or provision of
5
38
the Employee Code of Business Conduct, and including, by way of
example: dishonesty; working outside the Bell Atlantic Companies in
violation of Sections 3(c) or 8 of this Agreement in competition with
any Bell Atlantic Company; other conduct that poses a material conflict
of interest; revealing confidential or proprietary information of any
Bell Atlantic Company in violation of Section 9 of this Agreement; or a
substantial and deliberate abuse of the voucher or expense
reimbursement processes of any Bell Atlantic Company.
(c) CONSEQUENCES OF CERTAIN INVOLUNTARY TERMINATIONS.
Subject to the terms of this Agreement, in the event that, at any time
prior to the end of the Transition Period, the employment of the Key
Employee is terminated by his employing company without "cause" (as
hereinafter defined), Bell Atlantic shall cause said employing company
to pay post- separation payments to the Key Employee, in cash, in
monthly installments, each of which shall be equal to 1/12th of the Key
Employee's "Pay" (as hereinafter defined), according to paragraphs (1)
and (2), as follows:
(1) PAY FOR REMAINDER OF TERM OF EMPLOYMENT
AGREEMENT. Monthly post-separation payments shall be payable
from the effective date of the termination of employment (or,
if later, the month in which the Closing Date occurs) through
the last calendar month of the Transition Period; provided,
however, that, if the termination of employment occurs prior
to any Closing and the Definitive Agreement is thereafter
terminated, thereby canceling the plan of merger of the Bell
Atlantic and NYNEX businesses, no post-separation payments
shall be payable under this paragraph.
(2) ADDITIONAL PAYMENTS IN CONSIDERATION FOR
COVENANTS. In exchange for the continuing compliance of the
Key Employee with the non-compete and other covenants of this
Agreement, Bell Atlantic shall cause the Key Employee's last
employing company to pay monthly post-separation payments to
the Key Employee for 24 months, from the month following the
termination of employment to the 24th month thereafter;
provided, however, that installments under this paragraph will
cease to be payable, and no Bell Atlantic Company shall have
any further obligation to pay any post-separation payments
under this paragraph to the Key Employee, on and after the
date that Bell Atlantic determines that the Key Employee has
breached the non-compete covenant or any other covenant under
Section 8 or 9 of this Agreement.
(d) "PAY". For purposes of this Section 6, "Pay" has the
meaning stated in Section 4(b), where the applicable date is either the
date of the Key Employee's separation from service, or the day prior to
the date on which oral or written notice of termination of employment
is first given by the applicable Bell Atlantic Company to the Key
Employee, whichever produces the larger amount of "Pay".
(e) REMEDY APPLICABLE TO LONG-TERM COMPENSATION. In the
event that post-separation payments become payable as a result of a
termination without cause under Section
6
39
7(c) or a constructive discharge under Section 7(f), then, for purposes
of the Key Employee's long-term compensation in the form of any and all
Bell Atlantic stock options which are outstanding on the date of the
Key Employee's separation from service, the Key Employee shall be
deemed, for purposes of determining the duration of the Key Employee's
right to exercise any and all such stock options, to have remained in
active service with Bell Atlantic continuously through the second
anniversary of the Closing Date, and then to have separated from
service on that date with whatever rights to continue to exercise
then-outstanding stock options subsequent to such date which would then
be applicable to a holder of such options under the terms of the
respective stock option agreements and certificates. The provisions of
this paragraph shall cease to apply if and when the Key Employee
violates any covenant under Section 9 or 10 of this Agreement.
Notwithstanding the provisions of this paragraph, any incentive stock
options held by the Key Employee shall be recharacterized as
nonqualified stock options at the end of the 90th day after the actual
date of the Key Employee's separation from service from any and all
Bell Atlantic Companies.
(f) CONSTRUCTIVE DISCHARGE. In the event that Bell
Atlantic breaches any of its covenants under Section 2 of this
Agreement and fails to remedy any such breach within 30 days of notice
by the Key Employee, or in the event that the Key Employee is assigned,
effective as of a date during the Transition Period and after the
Closing Date, to a position which involves a "downgrade" (as
hereinafter defined), and if the Key Employee terminates employment as
a direct consequence of Bell Atlantic's breach or the Key Employee's
decision to refuse to accept the downgrade, the Key Employee shall be
eligible to receive post-separation payments on the same basis,
subject to the same terms and conditions, and in the same amount, as if
the employment of the Key Employee had been terminated without cause on
the same date. For purposes of this Agreement, "downgrade" means an
assignment to a position where the sum of the annual rate of base
salary plus the maximum amount of annual short term incentive award the
Key Employee would be eligible to receive per year in the new position
is less than 90% of the sum of the corresponding items of salary and
maximum annual short term incentive opportunity for the Key Employee's
existing position.
(g) RESIGNATION UPON REFUSAL OF RELOCATION. In the event
that the Key Employee is assigned, effective as of a date during the
Transition Period and after the Closing Date, to a position which
involves a "relocation" (as hereinafter defined), and if the Key
Employee terminates employment as a direct consequence of refusing
relocation, then the Key Employee shall be eligible to receive the
post-separation payments described in paragraph 6(c)(2), but only for
12 successive months instead of 24 months, subject to the Key
Employee's continued compliance with the covenants of Sections 8 and 9
of this Agreement. In such a case no Bell Atlantic Company shall have
any obligation to pay any post-separation payments under paragraph
6(c)(1). For purposes of this Agreement, a "relocation" means an
assignment to a position with a principal place of work which would
require a commute, measured from the existing residence from which the
Key Employee normally commutes to work, which is more than 35 miles
greater than the Key Employee's existing commute from such residence.
7
40
(h) DEATH. A Key Employee shall not be entitled to
post-separation payments under this Agreement as a consequence of death
during active employment. In case of the death of the Key Employee
subsequent to terminating employment, and at a time when the Key
Employee has received some, but not all, installments of
post-separation payments which he continues to be eligible to receive,
if the death occurs at a time when the Key Employee was continuing to
comply with the applicable covenants of this Agreement, then the
balance of the post-separation payments which then remain unpaid shall
be paid in a single sum to the estate of the Key Employee.
7. CERTAIN LIMITATIONS UPON PAYMENTS. Anything in this Agreement
to the contrary notwithstanding, Bell Atlantic and the Key Employee agree to
follow the procedures set forth in Attachment A with respect to the
applicability of the provisions of Section 280G of the Internal Revenue Code of
1986, as amended.
8. PROHIBITION AGAINST COMPETITIVE ACTIVITIES.
(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. During the
period of the Key Employee's employment with any Bell Atlantic Company
(both before and after the Closing Date), and for a period of 24 months
following the Key Employee's retirement or termination of employment
for any other reason from any and all Bell Atlantic Companies, the Key
Employee, without the prior written consent of the Chief Executive
Officer of Bell Atlantic (or the designee of that officer), shall not:
(i) personally engage in "Competitive Activities" (as
defined in paragraph (b)) within any geographic area in which
any Bell Atlantic Company is then engaged (or, at the time of
the Key Employee's termination of employment, had a board-
approved business plan under which it planned to engage) in
such Competitive Activities;
(ii) work for, own, manage, operate, control or
participate in the ownership, management, operation or control
of, or provide consulting or advisory services to, any
individual, partnership, firm, corporation or institution
engaged in Competitive Activities within any geographic area
described in Section (a)(i); provided, however, that the Key
Employee's purchase or holding, for investment purposes, of
securities of a publicly-traded company shall not constitute
"ownership" or "participation in ownership" for purposes of
this paragraph so long as the Key Employee's equity interest
in any such company is less than a controlling interest;
(iii) directly or indirectly attempt to divert from
any Bell Atlantic Company any business in connection with
Competitive Activities.
8
41
(b) COMPETITIVE ACTIVITIES. For purposes of Section (a)
hereof, "Competitive Activities" means business activities relating to
products or services of the same or similar type as those for which the
Key Employee had responsibility to plan, develop, manage or oversee
within the last 24 months of the Key Employee's employment with any
Bell Atlantic Company.
(c) NO SOLICITATION OF BELL ATLANTIC EMPLOYEES. During
the period of the Key Employee's employment with any Bell Atlantic
Company (both before and after the Closing Date), and for a period of
24 months following the Key Employee's retirement or termination of
employment for any other reason from any and all Bell Atlantic
Companies, the Key Employee shall not interfere with the relationship
of any Bell Atlantic Company with any of its employees, agents,
representatives, suppliers or vendors under contract, or joint
venturers. During said 24-month post-separation period, the Key
Employee will not solicit any employee of any Bell Atlantic Company to
accept employment with, or provide services to, any person or entity
which is not a Bell Atlantic Company.
(d) NOTICE. Bell Atlantic shall send the Key Employee
written notice in the event that Bell Atlantic believes that the Key
Employee has violated any of the prohibitions of this Section;
provided, however, that any failure by Bell Atlantic to give notice
under this provision or to enforce its rights under this Agreement in
any one or more instances shall not be a bar to Bell Atlantic giving
notice and taking action to enforce its rights under this Agreement at
any later time. For a period of 15 days after the giving of such
notice, the Key Employee shall have the opportunity to respond and
discuss with Bell Atlantic the underlying facts and the basis for Bell
Atlantic's belief that the Key Employee is in breach of this Section.
During such 15-day period, Bell Atlantic shall not pursue any remedy
provided by this Agreement or at law or in equity.
(e) FORFEITURE OF BENEFITS. The Key Employee acknowledges
that his violation of any of the prohibitions of Section 8, either
during a period of employment with a Bell Atlantic Company, or during
the 24 months following termination of employment, may result in the
Key Employee's forfeiture of any and all rights to benefits under the
nonqualified pension plan in which the Key Employee participates, or
the forfeiture of rights to payments or benefits under any other
compensation or benefit plan which may contain similar prohibitions or
conditions on benefits.
(f) WAIVER. Nothing in this Agreement shall bar the Key
Employee from requesting, at the time of the Key Employee's retirement
or at any time thereafter, that the officer named in Section 8(a) waive
Bell Atlantic's rights to enforce the non-compete covenants of this
Section, and said officer shall have the power to agree to such a
waiver if said officer determines that it is not inconsistent with the
interests of Bell Atlantic to do so.
9. PROHIBITION AGAINST DISCLOSURE OF PROPRIETARY INFORMATION.
9
42
(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. The Key
Employee acknowledges that, as one of the most senior officers of the
Bell Atlantic Companies, the Key Employee has continuing access to
confidential and proprietary information of Bell Atlantic Companies.
The Key Employee shall, therefore, at all times during the period of
active employment with any Bell Atlantic Company, and for a period of
three years thereafter, preserve the confidentiality of all proprietary
information of any Bell Atlantic Company. The three-year limitation
under this paragraph shall not in any way limit any Bell Atlantic
Company's common law and statutory rights to protect its trade secrets
or intellectual property rights at any time, to the full extent of the
law. "Proprietary information" includes, but is not limited to,
information in the possession or control of a Bell Atlantic Company
that has not been fully disclosed in a writing which has been generally
circulated to the public at large, and which gives the Bell Atlantic
Company an opportunity to obtain or maintain advantages over its
current and potential competitors, such as strategic or tactical
business plans, undisclosed financial data; ideas, processes, methods,
techniques, systems, patented or copyrighted information, models,
devices, programs, computer software or related information; documents
relating to regulatory matters and correspondence with governmental
entities; undisclosed information concerning any past, pending or
threatened legal dispute, pricing and cost data; reports and analyses
of business prospects; business transactions which are contemplated or
planned; research data; personnel information and data; identities of
users and purchasers of any Bell Atlantic Company's products or
services; and other confidential matters pertaining to or known by one
or more Bell Atlantic Companies, including confidential information of
a third party which a Bell Atlantic Company is bound to protect.
(b) OBLIGATION TO RETURN COMPANY PROPERTY. If and when
the Key Employee terminates employment for any reason with all Bell
Atlantic Companies, the Key Employee shall, prior to the last day of
active employment and without charge to any Bell Atlantic Company,
return to the employing Bell Atlantic Company (or the rightful Bell
Atlantic Company) all company property, including, without limitation,
originals and copies of records, papers, programs, computer software,
documents and other materials which contain Proprietary Information, as
defined in the previous paragraph. The Key Employee shall thereafter
cooperate with each applicable Bell Atlantic Company in executing and
delivering documents requested by the company that are necessary to
assist the Bell Atlantic Company in patenting or registering any
programs, ideas, inventions, discoveries, copyright material or
trademarks, and to vest title thereto in the Bell Atlantic Company.
(c) FORFEITURE OF BENEFITS. The Key Employee acknowledges
that a violation of the prohibitions of this Section 9 may result in
the Key Employee's forfeiture of any and all rights to benefits or
awards under the nonqualified pension plan in which he participates,
and any other benefit or compensation plan containing similar
prohibitions and requirements.
(d) REMEDIES IN ADDITION TO FORFEITURE OF BENEFITS. The
Key Employee recognizes that irreparable injury will result to one or
more Bell Atlantic Companies, and to the business and property of any
of them, in the event of a breach by the Key Employee of any
10
43
of the provisions of this Section 9. In the event of any breach of any
of the Key Employee's covenants under this Section 9, any Bell Atlantic
Company that is damaged by such breach shall be entitled, in addition
to curtailing the payment of any post-separation payments hereunder,
and in addition to any other remedies and damages which may be
available at law, to injunctive relief to restrain the violation of
such covenants by the Key Employee or by any person or persons acting
for or with the Key Employee in any capacity whatsoever.
10. MISCELLANEOUS PROVISIONS.
(a) KEY EMPLOYEE'S DUTY TO TREAT THIS AGREEMENT AS
CONFIDENTIAL. Unless and until the terms of this Agreement, and the
amount of any payment eligible to be paid or actually paid under this
Agreement, are disclosed in writing to the public by any Bell Atlantic
Company pursuant to any applicable legal duty to disclose such
information, it shall be a condition of eligibility to receive any
payment hereunder that the Key Employee hold the terms of this
Agreement and the amount of any payment hereunder in strict confidence,
except that the Key Employee may disclose such details on a
confidential basis to his or her spouse (if any), and to any financial
counselor, tax adviser or legal counsel retained by the Key Employee. A
breach by the Key Employee of his or her duty of confidentiality under
this paragraph shall constitute cause for Bell Atlantic to terminate
this Agreement.
(b) ASSIGNMENT BY BELL ATLANTIC. The obligations of
Bell Atlantic hereunder shall be the obligations of any and all
successors and assigns of Bell Atlantic. Bell Atlantic may assign this
Agreement without the Key Employee's consent to any company that
acquires all or substantially all of the stock or assets of Bell
Atlantic, or into which or with which Bell Atlantic is merged or
consolidated. This Agreement may not be assigned by the Key Employee,
and no person other than the Key Employee (or the Key Employee's
estate) may assert the rights of the Key Employee under this Agreement.
(c) BONUS AND OTHER PAYMENTS NOT APPLICABLE TO PENSION,
SAVINGS PLAN OR OTHER BENEFIT PLANS. The amounts described in Section
4, 5, and 6 of this Agreement shall not be eligible to be contributed
to any qualified savings plan, and shall not be benefit-bearing
compensation for purposes of any group term life insurance plan,
pension plan, or other employee benefit plans. Nothing in this
Agreement is intended to supersede or modify any rights which the Key
Employee may have under any other compensation or benefit plan in which
the Key Employee participates. At the time of determination that an
amount is payable under Section 4 of this Agreement, such amount may be
deferred under any nonqualified deferred compensation plan in which the
Key Employee is then eligible to participate, but only if and to the
extent then permitted under the terms of any such nonqualified deferred
compensation plan.
(d) RELEASE. As a condition of eligibility to receive the
benefits described in Sections 5 and 6 of this Agreement, the Key
Employee shall sign and deliver a legal release in the form attached to
this Agreement as Attachment B, which shall be signed by the Key
11
44
Employee at the time of his retirement or other termination of
employment from Bell Atlantic (the "Release"), and the Key Employee
shall not revoke his signature.
(e) WAIVER. The waiver by Bell Atlantic of a breach by
the Key Employee of any provision of this Agreement shall not be
construed as a waiver of any subsequent breach.
(f) GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Virginia.
(g) ENTIRE AGREEMENT: Except for the terms of other
compensation and benefit plans in which the Key Employee participates,
this Agreement sets forth the entire understanding of Bell Atlantic and
the Key Employee and supersedes all prior agreements and
communications, whether oral or written, between Bell Atlantic and the
Key Employee. This Agreement shall not be modified except by written
agreement of the Key Employee and Bell Atlantic. During the Transition
Period, the terms of Sections 8 and 9 of this Agreement shall supersede
the terms of any Non-Compete and Proprietary Information Agreement to
which the Key Employee and any Bell Atlantic Company are parties;
provided, however, that, if the Key Employee remains employed by a Bell
Atlantic Company subsequent to the termination of this Agreement at the
end of the Transition Period (or any extension of such Transition
Period which may later be agreed by amendment of this Agreement), any
such prior Non-Compete and Proprietary Information Agreement shall
again be enforceable to the full extent of its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
BELL ATLANTIC CORPORATION
BY:
----------------------------------------
JAMES G. CULLEN
VICE CHAIRMAN
THE KEY EMPLOYEE
-----------------------------------------
STUART C. JOHNSON
12
45
ATTACHMENT A
CERTAIN LIMITATIONS UPON PAYMENTS
(a) TAX CODE LIMITATIONS. Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined that any payment or
distribution by Bell Atlantic to or for the benefit of the Key Employee, whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would constitute an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), the aggregate present value of amounts payable or
distributable to or for the benefit of the Key Employee pursuant to this
Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced (but not below
zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed
in present value which maximizes the aggregate present value of Agreement
Payments without causing any Payment to be subject to taxation under Section
4999 of the Code. For purposes of this Section , present value shall be
determined in accordance with Section 280G(d)(4) of the Code.
(b) CALCULATIONS BY INDEPENDENT FIRM. All determinations to be made
under this Section shall be made by Bell Atlantic's independent public
accountant or such law firm as is acceptable to the Key Employee and Bell
Atlantic (the "Independent Firm"), immediately if the Key Employee separates
from service under circumstances which make the Key Employee eligible to receive
post-separation payments under this Agreement, or at such other times as Bell
Atlantic may determine. The parties agree that the Independent Firm shall render
a preliminary opinion on the applicability of Section 280G to this Agreement
within sixty (60) days of the date of Execution of this Agreement. The
Independent Firm shall provide its determinations and any supporting
calculations both to Bell Atlantic and the Key Employee within ten (10) days of
the effective date of termination of employment, or when such calculations are
otherwise made. Any such determination by the Independent Firm shall be binding
upon Bell Atlantic and the Key Employee. Within five (5) days after this
determination, Bell Atlantic shall commence to pay (or cause payments to
commence to be paid) to or for the benefit of the Key Employee such amounts (if
any) as are then due to the Key Employee under this Agreement.
(c) OVERPAYMENTS AND UNDERPAYMENTS. As a result of the uncertainty in
the application of Section 280G of the Code at the time of the initial
determination by the Independent Firm hereunder, it is possible that Agreement
Payments will either have been made by Bell Atlantic which should not have been
made ("Overpayment"), or that additional Agreement Payments which have not been
made by Bell Atlantic could have been made ("Underpayment"), in each case,
consistent with the calculations required to be made hereunder. Within two years
after the effective date of termination of employment, the Independent Firm
shall review the determination made by it pursuant to the preceding paragraph.
In the event that the Independent Firm determines that an Overpayment has been
made, any such Overpayment shall be treated for all purposes as a loan to the
Key Employee which the Key Employee shall repay to Bell Atlantic together with
interest at the applicable Federal rate provided for in Section 7872(f)(2) of
the Code (the "Federal Rate"); provided, however, that no amount shall be
payable by the Key Employee to Bell Atlantic if and to the extent such payment
would not reduce the amount which is subject to
- --------------------------------------------------------------------------------
Employment Agreement 13
Stuart C. Johnson
13
46
taxation under Section 4999 of the Code. In the event that the Independent Firm
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the appropriate Bell Atlantic Company to or for the benefit of
the Key Employee together with interest at the Federal Rate.
(d) All of the fees and expenses of the Independent Firm in performing
the determinations referred to in subsections (b) and (c) above shall be borne
solely by Bell Atlantic.
- --------------------------------------------------------------------------------
Employment Agreement 14
Stuart C. Johnson
14
47
ATTACHMENT B
RELEASE
THIS RELEASE (the "Release") is entered into by [NAME] (the "Key
Employee"), for the benefit of ________________________________________ (the
"Company"), and for the benefit of all companies affiliated with the Company
(collectively, "Bell Atlantic Companies"), and the officers, directors and
employees of each of them.
WHEREAS, the Key Employee has separated from service with the Company
on _____________, 199_ (the "Separation Date") pursuant to the terms of an
Employment Agreement, dated _______________, 1996, between Bell Atlantic
Corporation and the Key Employee (the "Agreement"), and he wishes to execute
this Release as contemplated under the terms of the Agreement.
NOW, THEREFORE, the Key Employee affirms as follows:
1. The Key Employee, as his free and voluntary act, hereby releases and
discharges the Company, its affiliates, and their successors and assigns, and
the directors, officers, employees, and agents of each of them, of and from any
and all debts, obligations, claims, demands, judgments or causes of action of
any kind whatsoever, known or unknown, in tort, contract, by statute or on any
other basis, for equitable relief, compensatory, punitive or other damages,
expenses (including attorneys' fees), reimbursements or costs of any kind,
including but not limited to, any and all claims, demands, rights and/or causes
of action, including those which might arise out of allegations relating to a
claimed breach of an alleged oral or written employment contract, or relating to
purported employment discrimination or civil rights violations, such as, but not
limited to, those arising under Title VII of the Civil Rights Act of 1964 (42
U.S.C. Section 2000e et seq.) as amended by the Civil Rights Act of 1991, the
Civil Rights Acts of 1866 and 1871 (42 U.S.C. Sections 1981 and 1983), Key
Employee Order 11246, as amended, the Age Discrimination in Employment Act of
1967, as amended (29 U.S.C. Section 621 et seq.), the Equal Pay Act of 1963 (29
U.S.C. Section 206(d)(1)), the Rehabilitation Act of 1973 (29 U.S.C. Sections
701-794), the Americans with Disabilities Act, or any other applicable federal,
state or local employment discrimination statute or ordinance, which the Key
Employee might have or assert against any of said entities or persons (a) by
reason of the Key Employee's active employment by the Company or any affiliated
company, or the termination of said employment and all circumstances related
thereto; or (b) by reason of any other matter, cause or thing whatsoever which
may have occurred prior to the date of execution of this Release. Moreover, the
Key Employee waives any and all rights under the Employee Retirement Income
Security Act of 1974 (ERISA) to assert any claim to any severance benefits, or
other remuneration on account of separation from service, other than as stated
in the Agreement.
- --------------------------------------------------------------------------------
Release under Employment Agreement 1
Stuart C. Johnson
1
48
2. The Key Employee hereby reaffirms the terms and conditions of the
Agreement in all respects.
3. Should any provision of this Release be declared or be determined by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby, and said illegal or invalid part,
term or provision shall be deemed not to be a part of this Release.
STATEMENT BY THE KEY EMPLOYEE WHO IS SIGNING BELOW: THE COMPANY HAS
ADVISED ME IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
RELEASE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS
RELEASE AND HAVE HAD SUFFICIENT TIME AND OPPORTUNITY (OVER A PERIOD OF
SUBSTANTIALLY MORE THAN 21 DAYS) TO CONSULT WITH MY PERSONAL TAX, FINANCIAL AND
LEGAL ADVISORS PRIOR TO EXECUTING THIS DOCUMENT, AND I INTEND TO BE LEGALLY
BOUND BY ITS TERMS. I UNDERSTAND THAT I MAY REVOKE THIS RELEASE WITHIN SEVEN (7)
DAYS FOLLOWING MY SIGNING, AND THIS RELEASE WILL NOT BECOME ENFORCEABLE OR
EFFECTIVE UNTIL THAT SEVEN-DAY PERIOD HAS EXPIRED.
THE UNDERSIGNED, intending to be legally bound, has executed this
Release as of the day of , 199 , that being the Key Employee's
Separation Date.
THE KEY EMPLOYEE
SIGNED:
---------------------------------
THIS IS A RELEASE
READ CAREFULLY BEFORE SIGNING
- --------------------------------------------------------------------------------
Release under Employment Agreement 2
Stuart C. Johnson
2
49
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this 23rd day of July, 1996, by and
between Bell Atlantic Corporation, its successors and assigns ("Bell Atlantic"),
and James R. Young, the Vice President - General Counsel of Bell Atlantic (the
"Key Employee"). In this Agreement, "Bell Atlantic Company" means any or all of
the following: Bell Atlantic, a corporate subsidiary or other company affiliated
with Bell Atlantic, or a company in which Bell Atlantic directly or indirectly
owns a substantial equity interest, their successors and assigns, and,
subsequent to any merger of Bell Atlantic with or into any other entity, any
company which is an affiliate of the successors and assigns of Bell Atlantic
subsequent to such merger, or a company in which any such successor or assignee
owns a substantial equity interest.
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger,
dated April 21, 1996, between Bell Atlantic, NYNEX Corporation ("NYNEX") and
Seaboard Merger Company, and any amendment or restatement thereof (the
"Definitive Agreement"), Bell Atlantic contemplates a corporate combination of
the Bell Atlantic and NYNEX businesses on a date which is yet to be decided (the
"Closing Date"), and Bell Atlantic contemplates that the achieving of the
closing of the transactions contemplated by the Definitive Agreement (a
"Closing"), and a successful combination of the two businesses, will depend on
achieving numerous approvals by third parties, completing other conditions of
closing, and developing of business integration plans, in addition to the
continuation of efforts to manage and grow the existing lines of Bell Atlantic's
business; and
WHEREAS, Bell Atlantic acknowledges that the period from the date of
this Agreement to a date not later than the second anniversary of the Closing
Date is likely to be a period of extraordinary transition; and
WHEREAS, Bell Atlantic wishes to provide additional financial security
to the Key Employee, and to retain the services of the Key Employee, for the
period through the second anniversary of the Closing Date; and
WHEREAS, Bell Atlantic and the Key Employee wish to set forth the terms
and conditions applicable to the continuing employment of the Key Employee.
NOW, THEREFORE, for good and valuable consideration, the Key Employee
and Bell Atlantic hereby agree as follows:
1. TERM OF EMPLOYMENT DURING "TRANSITION PERIOD". The term of
employment under this Agreement (the "Transition Period") shall commence on the
date of this Agreement and end on the second anniversary of the Closing Date;
provided, however, that, in the event that the Definitive Agreement is
terminated (thereby canceling the plan of merger of Bell Atlantic and NYNEX),
the "Transition Period" shall end on the date on which the termination of the
Definitive Agreement is effective. The parties intend that the obligations of
Bell Atlantic and the Bell
50
Atlantic Companies under this Agreement shall likewise become the obligations of
the successors and assigns of Bell Atlantic and the Bell Atlantic Companies
subsequent to the Closing.
2. OBLIGATIONS OF THE BELL ATLANTIC COMPANIES DURING THE
TRANSITION PERIOD. During the Transition Period:
(a) one or more Bell Atlantic Companies shall employ the
Key Employee as an officer and a Senior Manager, and the Key Employee
shall continue to serve as the General Counsel of Bell Atlantic;
(b) the employing Bell Atlantic Company shall (i) prior
to Closing, compensate the Key Employee at a Salary Grade not less than
33; (ii) effective as of the Closing Date, compensate the Key Employee
at a Salary Grade not less than 35 and an annual base salary of not
less than $425,000, and (iii) effective as of the first anniversary of
the Closing Date, compensate the Key Employee at a Salary Grade not
less than 35 and an annual base salary of not less than $475,000; and
(c) to the extent not otherwise modified by the terms of
this Agreement, the Key Employee shall be eligible to participate in
all of the benefit and compensation plans, and the programs of
perquisites, applicable to similarly-situated Senior Managers of Bell
Atlantic, as those plans and programs may be amended from time to time.
3. OBLIGATIONS OF THE KEY EMPLOYEE DURING THE TRANSITION PERIOD.
During the Transition Period, the Key Employee shall have the following
obligations and duties.
(a) The Key Employee shall continue to fully and
faithfully perform his duties and responsibilities as an officer.
(b) The Key Employee shall serve in such executive
capacities, titles and authorities with respect to the Bell Atlantic
Companies as the Board or the CEO may from time to time prescribe, and
the Key Employee shall perform all duties incidental to such positions,
shall cooperate fully with the Board and the CEO, and shall work
cooperatively with the other officers of the Bell Atlantic Companies.
(c) The Key Employee shall continue to diligently devote
his entire business skill, time and effort to the affairs of the Bell
Atlantic Companies in accordance with the duties assigned to him that
are not inconsistent with the terms hereof, and shall perform all such
duties, and otherwise conduct himself, in a manner reasonably
calculated in good faith by him to promote the best interests of the
Bell Atlantic Companies. Prior to the Key Employee's retirement from
Bell Atlantic, except to the extent specifically permitted by the Chief
Executive Officer or the Board and except as set forth below, the Key
Employee shall not, directly or indirectly, render any services of a
business, commercial or professional nature to any other person or
organization other than a Bell Atlantic Company or a venture in which
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a Bell Atlantic Company has a financial interest, whether or not the
services are rendered for compensation.
(d) The failure of the Key Employee to perform his
obligations pursuant to paragraphs (a) through (c) above shall be
excused when such failure is on account of the Key Employee's
disability within the meaning of the applicable disability benefit
plans in which the Key Employee participates from time to time.
4. ELIGIBILITY FOR TWO ADDITIONAL YEARS OF AGE AND SERVICE. If
the Key Employee elects to retire after remaining in active service with Bell
Atlantic during the Transition Period in accordance with the terms of this
Agreement, or if the Key Employee is, at any time prior to the end of the
Transition Period, either terminated without "cause" or "constructively
discharged" (as defined in Section 7(b) and 7(f) of this Agreement), the Key
Employee shall, on the effective date of his separation from service, subject to
signing and delivering the Release described in Section 11(d), be eligible to
retire with additional years (as further described in this paragraph) added to
his age and service under the Senior Management Retirement Income Plan or any
replacement or successor to that plan (collectively, the "Nonqualified Pension
Plan"). If and when this paragraph is applicable to the Key Employee, two years
will be added to the years of age and service of the Key Employee on the later
of his actual separation date or the last day of the Transition Period. If,
prior to the last day of the Transition Period, the Key Employee is terminated
without "cause" or "constructively discharged" (as defined in Section 7(b) and
7(f) of this Agreement), service will also be credited from the date of
separation to the end of the Transition Period as though the Key Employee had
remained employed during said period. The additional years of age and service
described in this paragraph shall be credited for all purposes under the
Nonqualified Pension Plan, including without limitation for determinations of
benefit accrual, retirement-eligibility, and early retirement discounts. If the
Key Employee is retirement-eligible at the time of separation, after taking
account of such additional years of age and service, he shall be considered to
be retirement-eligible for purposes of any other executive compensation plans
and nonqualified executive benefit plans in which he then participates, but such
additional years shall not be taken into account for any purpose under any
tax-qualified retirement plan or any welfare benefit plan which is subject to
prohibitions against administrative practices which favor officers or
highly-compensated employees. The parties acknowledge that the benefit
enhancements described in this Section are part of the consideration given by
Bell Atlantic in exchange for the Release and the non-compete and proprietary
information covenants granted by the Executive under Sections 9 and 10 of this
Agreement.
5. STAY INCENTIVE.
(a) STAY BONUS AT CLOSING: Subject to the terms and
conditions of this Agreement:
(1) if there is a Closing of the transactions
contemplated in the Definitive Agreement, and
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(2) if the Key Employee has remained an employee
"in good standing" (as hereinafter defined) of one or more Bell
Atlantic Companies, from the date of this Agreement to the Closing
Date;
then, unless such payment is deferred pursuant to Section 11(c), not
later than 30 calendar days following the Closing Date, Bell Atlantic
will cause the Bell Atlantic Company which then employs the Key
Employee to pay the Key Employee a special bonus consisting of a single
cash payment (a "Stay Bonus") in an amount equal (before withholding of
taxes) to 100 percent of the Key Employee's "Pay" as of the Closing
Date.
(b) DEFINITION OF "PAY": For purposes of this Agreement,
"Pay" means the sum of (i) the annual rate of base salary on the
applicable date, plus (ii) the greater of (a) the gross amount of the
short term incentive award which was most recently awarded to the Key
Employee prior to the applicable date (including both the cash and
stock portions of such award, whether distributed or deferred), or (b)
the gross amount of said most recent short term incentive award if it
had been awarded at 150% of target and without any individual
performance adjustment. For purposes of this definition, in the event
that the most recent short term award was prorated for a portion of a
year, the short term award shall be annualized to eliminate the effect
of the proration.
(c) STAY BONUS IF MERGER PLAN IS TERMINATED: Subject to
the terms and conditions of this Agreement, if:
(1) the Definitive Agreement is terminated,
thereby canceling the plan of merger of the Bell Atlantic and
NYNEX businesses, and
(2) the Key Employee has remained an employee
"in good standing" (as hereinafter defined) of one or more
Bell Atlantic Companies, from the date of this Agreement to
the date the Definitive Agreement is terminated;
then, unless such payment is deferred pursuant to Section 11(c), not
later than 30 calendar days following the date of termination of the
Definitive Agreement, Bell Atlantic will cause the Bell Atlantic
Company which then employs the Key Employee to pay the Key Employee a
special bonus consisting of a single cash payment in an amount equal
(before withholding of taxes) to 25 percent of Pay (as defined in
Section 5(b), where the applicable date is the date of termination of
the Definitive Agreement).
(d) PAYMENT IN CASE OF DEATH. Subject to the terms and
conditions of this Agreement, in the event of the death of the Key
Employee on any date after the date of this Agreement on which the Key
Employee was an employee "in good standing" immediately prior to the
death, and prior to Closing Date or the date of any termination of the
Definitive Agreement, Bell Atlantic shall cause the Key Employee's last
employing Bell Atlantic Company to pay the Key Employee's estate a
single cash payment which (before withholding
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taxes) shall be equal to a fraction of the amount described in Section
5(a). The numerator of the fraction shall be the number of days that
have elapsed between the signing of this Agreement and the Key
Employee's date of death, and the denominator of the fraction shall be
the number of days that elapse between the signing of this Agreement
and the Closing Date. Such payment shall be made in accordance with the
timetable prescribed in Section 5(a), in an amount equal (before
withholding of taxes) to 25 percent of Pay (as defined in Section 5(b),
where the applicable date is the date of death). If the Definitive
Agreement is terminated as provided in Section 5(c) after the Key
Employee's date of death, a payment shall be made to the Key Employee's
estate (in lieu of the payment described in the previous sentence) in
an amount equal (before withholding of taxes) to 25 percent of Pay (as
defined in Section 5(b), where the applicable date is the date of
death).
(e) DEFINITION OF EMPLOYMENT IN GOOD STANDING. For
purposes of Section 5(a) through 5(d), the Key Employee will be
considered to be "in good standing" on a given date if, on that date,
the Key Employee has not terminated employment for any reason from the
date of this Agreement to the given date, has not tendered oral or
written notice of intent to resign or retire effective as of a date on
or before the given date, and is not in receipt of notice from his
employing Bell Atlantic Company that the employer has determined that
the Key Employee's employment is to be terminated because the Key
Employee has committed a violation of law or a breach of the Employee
Code of Conduct or other written policy of the employing company which
is of sufficient severity to be cause for termination for misconduct.
6. SPECIAL PAYMENT FOR TERMINATION WITHOUT CAUSE.
(a) PAYMENT IN LIEU OF STAY BONUS: Notwithstanding the
provisions of this Agreement which require a Key Employee to be an
employee in good standing on any applicable date stated in Section 5,
in the event that the Key Employee's employment is terminated by a Bell
Atlantic Company without "cause" (as defined in Section 7(b)) prior to
a date as of which, if the Key Employee had remained an employee in
good standing, a bonus under Section 5 of this Agreement would have
become payable by virtue of the actual occurrence of the Closing or the
termination of the Definitive Agreement or the death of the Key
Employee, Bell Atlantic shall cause the Key Employee's last employing
Bell Atlantic Company to pay the Key Employee (or the estate) a bonus
equal in amount to the bonus which would otherwise have become payable
hereunder, not later than 30 days following the date on which such
bonus would have otherwise become payable under Section 5.
(b) BREACH OF NON-COMPETE OR PROPRIETARY INFORMATION
OBLIGATIONS: No payment shall be made under this Section 6 if Bell
Atlantic determines that the Key Employee, during or after his period
of service with any Bell Atlantic Company, has breached any obligation
he may have under the terms of any non-compete or proprietary
information agreement which is applicable to the Key Employee at the
time of such a breach, or if there is evidence that the Key Employee
has revealed trade secrets of Bell Atlantic in violation of applicable
law. Under no circumstances will any payment be made under this
Section 6 in the
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absence of the occurrence of an event which would have triggered a
payment under Section 5 if the Key Employee were an employee in good
standing on the date of the triggering event.
7. VOLUNTARY SEPARATION, DISCHARGE FOR CAUSE, AND
CERTAIN INVOLUNTARY TERMINATIONS OF EMPLOYMENT.
(a) VOLUNTARY RESIGNATION OR RETIREMENT, OR DISCHARGE FOR
CAUSE. In the event that the Key Employee voluntarily resigns or
retires for any reason (except a "constructive discharge", as defined
in Section 7(f)), or is discharged by Bell Atlantic for "cause" (as
defined in Section 7(b)), prior to the end of the Transition Period,
the Key Employee shall forfeit any and all rights thereafter to receive
further salary and benefits as set forth in Sections 2, 4, 5 and 6 of
this Agreement, but shall otherwise be eligible to receive any
compensation and benefits for which a similarly-situated former Senior
Manager would be eligible under the applicable provisions of the
compensation and benefit plans, as those plans may be amended from time
to time. In such event, the Key Employee shall be subject to the terms
of the covenant not to compete, as described in Section 9 of this
Agreement, for a period described therein.
(b) CAUSE. For purposes of this Agreement, the term
"cause" shall mean a violation of law (other than a traffic violation
or other minor civil offense), or behavior that Bell Atlantic concludes
amounts to a material breach of any company policy or provision of the
Employee Code of Business Conduct, and including, by way of example:
dishonesty; working outside the Bell Atlantic Companies in violation of
Sections 3(c) or 9 of this Agreement in competition with any Bell
Atlantic Company; other conduct that poses a material conflict of
interest; revealing confidential or proprietary information of any Bell
Atlantic Company in violation of Section 10 of this Agreement; or a
substantial and deliberate abuse of the voucher or expense
reimbursement processes of any Bell Atlantic Company.
(c) CONSEQUENCES OF CERTAIN INVOLUNTARY TERMINATIONS.
Subject to the terms of this Agreement, in the event that, at any time
prior to the end of the Transition Period, the employment of the Key
Employee is terminated by his employing company without "cause" (as
hereinafter defined), then, in addition to any applicable provisions of
Sections 4 and 6 of this Agreement, Bell Atlantic shall cause said
employing company to pay post-separation payments to the Key Employee,
in cash, in monthly installments, each of which shall be equal to
1/12th of the Key Employee's "Pay" (as hereinafter defined), according
to paragraphs (1) and (2), as follows:
(1) PAY FOR REMAINDER OF TERM OF EMPLOYMENT
AGREEMENT. Monthly post-separation payments shall be payable
from the effective date of the termination of employment (or,
if later, the month in which the Closing Date occurs) through
the last calendar month of the Transition Period; provided,
however, that, if the termination of employment occurs prior
to any Closing and the Definitive Agreement is thereafter
terminated, thereby canceling the plan of merger of the Bell
Atlantic and
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NYNEX businesses, no post-separation payments shall be payable
under this paragraph.
(2) ADDITIONAL PAYMENTS IN CONSIDERATION FOR
COVENANTS. In exchange for the continuing compliance of the
Key Employee with the non-compete and other covenants of this
Agreement, Bell Atlantic shall cause the Key Employee's last
employing company to pay monthly post-separation payments to
the Key Employee for 24 months, from the month following the
termination of employment to the 24th month thereafter;
provided, however, that installments under this paragraph will
cease to be payable, and no Bell Atlantic Company shall have
any further obligation to pay any post-separation payments
under this paragraph to the Key Employee, on and after the
date that Bell Atlantic determines that the Key Employee has
breached the non-compete covenant or any other covenant under
Section 8 or 9 of this Agreement.
(d) "PAY". For purposes of this Section 7, "Pay" has the
meaning stated in Section 5(b), where the applicable date is either the
date of the Key Employee's separation from service, or the day prior to
the date on which oral or written notice of termination of employment
is first given by the applicable Bell Atlantic Company to the Key
Employee, whichever produces the larger amount of "Pay".
(e) REMEDY APPLICABLE TO LONG-TERM COMPENSATION. In the
event that post-separation payments become payable as a result of a
termination without cause under Section 7(c) or a constructive
discharge under Section 7(f), then, for purposes of the Key Employee's
long-term compensation in the form of any and all Bell Atlantic stock
options which are outstanding on the date of the Key Employee's
separation from service, the Key Employee shall be deemed, for purposes
of determining the duration of the Key Employee's right to exercise any
and all such stock options, to have remained in active service with
Bell Atlantic continuously through the second anniversary of the
Closing Date, and then to have separated from service on that date with
whatever rights to continue to exercise then-outstanding stock options
subsequent to such date which would then be applicable to a holder of
such options under the terms of the respective stock option agreements
and certificates. The provisions of this paragraph shall cease to apply
if and when the Key Employee violates any covenant under Section 9 or
10 of this Agreement. Notwithstanding the provisions of this paragraph,
any incentive stock options held by the Key Employee shall be
recharacterized as nonqualified stock options at the end of the 90th
day after the actual date of the Key Employee's separation from service
from any and all Bell Atlantic Companies.
(f) CONSTRUCTIVE DISCHARGE. In the event that Bell
Atlantic breaches any of its covenants under Section 2 of this
Agreement and fails to remedy any such breach within 30 days of notice
by the Key Employee, or in the event that the Key Employee is assigned,
effective as of a date during the Transition Period and after the
Closing Date, to a position which involves a "downgrade" (as
hereinafter defined), and if the Key Employee terminates employment as
a direct consequence of Bell Atlantic's breach or the Key Employee's
decision
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to refuse to accept the downgrade, the benefit described in Section 4
of this Agreement shall apply, and the Key Employee shall be eligible
to receive post-separation payments on the same basis, subject to the
same terms and conditions, and in the same amount, as if the employment
of the Key Employee had been terminated without cause on the same date.
For purposes of this Agreement, "downgrade" means an assignment to a
position where the sum of the annual rate of base salary plus the
maximum amount of annual short term incentive award the Key Employee
would be eligible to receive per year in the new position is less than
90% of the sum of the corresponding items of salary and maximum annual
short term incentive opportunity for the Key Employee's existing
position.
(g) RESIGNATION UPON REFUSAL OF RELOCATION. In the event
that the Key Employee is assigned, effective as of a date during the
Transition Period and after the Closing Date, to a position which
involves a "relocation" (as hereinafter defined), and if the Key
Employee terminates employment as a direct consequence of refusing
relocation, then the Key Employee shall be eligible to receive the
post-separation payments described in paragraph 7(c)(2), but only for
12 successive months instead of 24 months, subject to the Key
Employee's continued compliance with the covenants of Sections 9 and 10
of this Agreement. In such a case no Bell Atlantic Company shall have
any obligation to pay any post-separation payments under paragraph
7(c)(1). For purposes of this Agreement, a "relocation" means an
assignment to a position with a principal place of work which would
require a commute, measured from the existing residence from which the
Key Employee normally commutes to work, which is more than 35 miles
greater than the Key Employee's existing commute from such residence.
(h) DEATH. A Key Employee shall not be entitled to
post-separation payments under this Agreement as a consequence of death
during active employment. In case of the death of the Key Employee
subsequent to terminating employment, and at a time when the Key
Employee has received some, but not all, installments of
post-separation payments which he continues to be eligible to receive,
if the death occurs at a time when the Key Employee was continuing to
comply with the applicable covenants of this Agreement, then the
balance of the post-separation payments which then remain unpaid shall
be paid in a single sum to the estate of the Key Employee.
8. CERTAIN LIMITATIONS UPON PAYMENTS. Anything in this Agreement
to the contrary notwithstanding, Bell Atlantic and the Key Employee agree to
follow the procedures set forth in Attachment A with respect to the
applicability of the provisions of Section 280G of the Internal Revenue Code of
1986, as amended.
9. PROHIBITION AGAINST COMPETITIVE ACTIVITIES.
(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. During the
period of the Key Employee's employment with any Bell Atlantic Company
(both before and after the Closing Date), and for a period of 24 months
following the Key Employee's retirement or termination
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of employment for any other reason from any and all Bell Atlantic
Companies, the Key Employee, without the prior written consent of the
Chief Executive Officer of Bell Atlantic (or the designee of that
officer), shall not:
(i) personally engage in "Competitive Activities" (as
defined in paragraph (b)) within any geographic area in which
any Bell Atlantic Company is then engaged (or, at the time of
the Key Employee's termination of employment, had a board-
approved business plan under which it planned to engage) in
such Competitive Activities;
(ii) work for, own, manage, operate, control or
participate in the ownership, management, operation or control
of, or provide consulting or advisory services to, any
individual, partnership, firm, corporation or institution
engaged in Competitive Activities within any geographic area
described in Section (a)(i); provided, however, that the Key
Employee's purchase or holding, for investment purposes, of
securities of a publicly-traded company shall not constitute
"ownership" or "participation in ownership" for purposes of
this paragraph so long as the Key Employee's equity interest
in any such company is less than a controlling interest;
(iii) directly or indirectly attempt to divert from
any Bell Atlantic Company any business in connection with
Competitive Activities.
(b) COMPETITIVE ACTIVITIES. For purposes of Section (a)
hereof, "Competitive Activities" means business activities relating to
products or services of the same or similar type as those for which the
Key Employee had responsibility to plan, develop, manage or oversee
within the last 24 months of the Key Employee's employment with any
Bell Atlantic Company.
(c) NO SOLICITATION OF BELL ATLANTIC EMPLOYEES. During
the period of the Key Employee's employment with any Bell Atlantic
Company (both before and after the Closing Date), and for a period of
24 months following the Key Employee's retirement or termination of
employment for any other reason from any and all Bell Atlantic
Companies, the Key Employee shall not interfere with the relationship
of any Bell Atlantic Company with any of its employees, agents,
representatives, suppliers or vendors under contract, or joint
venturers. During said 24-month post-separation period, the Key
Employee will not solicit any employee of any Bell Atlantic Company to
accept employment with, or provide services to, any person or entity
which is not a Bell Atlantic Company.
(d) NOTICE. Bell Atlantic shall send the Key Employee
written notice in the event that Bell Atlantic believes that the Key
Employee has violated any of the prohibitions of this Section;
provided, however, that any failure by Bell Atlantic to give notice
under this provision or to enforce its rights under this Agreement in
any one or more instances shall not be a bar to Bell Atlantic giving
notice and taking action to enforce its rights under this
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Agreement at any later time. For a period of 15 days after the giving
of such notice, the Key Employee shall have the opportunity to respond
and discuss with Bell Atlantic the underlying facts and the basis for
Bell Atlantic's belief that the Key Employee is in breach of this
Section. During such 15-day period, Bell Atlantic shall not pursue any
remedy provided by this Agreement or at law or in equity.
(e) FORFEITURE OF BENEFITS. The Key Employee acknowledges
that his violation of any of the prohibitions of Section 9, either
during a period of employment with a Bell Atlantic Company, or during
the 24 months following termination of employment, may result in the
Key Employee's forfeiture of any and all rights to benefits under the
nonqualified pension plan in which the Key Employee participates, or
the forfeiture of rights to payments or benefits under any other
compensation or benefit plan which may contain similar prohibitions or
conditions on benefits.
(f) WAIVER. Nothing in this Agreement shall bar the Key
Employee from requesting, at the time of the Key Employee's retirement
or at any time thereafter, that the officer named in Section 9(a) waive
Bell Atlantic's rights to enforce the non-compete covenants of this
Section, and said officer shall have the power to agree to such a
waiver if said officer determines that it is not inconsistent with the
interests of Bell Atlantic to do so.
10. PROHIBITION AGAINST DISCLOSURE OF PROPRIETARY INFORMATION.
(a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. The Key
Employee acknowledges that, as one of the most senior officers of the
Bell Atlantic Companies, the Key Employee has continuing access to
confidential and proprietary information of Bell Atlantic Companies.
The Key Employee shall, therefore, at all times during the period of
active employment with any Bell Atlantic Company, and for a period of
three years thereafter, preserve the confidentiality of all proprietary
information of any Bell Atlantic Company. The three-year limitation
under this paragraph shall not in any way limit any Bell Atlantic
Company's common law and statutory rights to protect its trade secrets
or intellectual property rights at any time, to the full extent of the
law. "Proprietary information" includes, but is not limited to,
information in the possession or control of a Bell Atlantic Company
that has not been fully disclosed in a writing which has been generally
circulated to the public at large, and which gives the Bell Atlantic
Company an opportunity to obtain or maintain advantages over its
current and potential competitors, such as strategic or tactical
business plans, undisclosed financial data; ideas, processes, methods,
techniques, systems, patented or copyrighted information, models,
devices, programs, computer software or related information; documents
relating to regulatory matters and correspondence with governmental
entities; undisclosed information concerning any past, pending or
threatened legal dispute, pricing and cost data; reports and analyses
of business prospects; business transactions which are contemplated or
planned; research data; personnel information and data; identities of
users and purchasers of any Bell Atlantic Company's products or
services; and other confidential
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matters pertaining to or known by one or more Bell Atlantic Companies,
including confidential information of a third party which a Bell
Atlantic Company is bound to protect.
(b) OBLIGATION TO RETURN COMPANY PROPERTY. If and when
the Key Employee terminates employment for any reason with all Bell
Atlantic Companies, the Key Employee shall, prior to the last day of
active employment and without charge to any Bell Atlantic Company,
return to the employing Bell Atlantic Company (or the rightful Bell
Atlantic Company) all company property, including, without limitation,
originals and copies of records, papers, programs, computer software,
documents and other materials which contain Proprietary Information, as
defined in the previous paragraph. The Key Employee shall thereafter
cooperate with each applicable Bell Atlantic Company in executing and
delivering documents requested by the company that are necessary to
assist the Bell Atlantic Company in patenting or registering any
programs, ideas, inventions, discoveries, copyright material or
trademarks, and to vest title thereto in the Bell Atlantic Company.
(c) FORFEITURE OF BENEFITS. The Key Employee acknowledges
that a violation of the prohibitions of this Section 10 may result in
the Key Employee's forfeiture of any and all rights to benefits or
awards under the nonqualified pension plan in which he participates,
and any other benefit or compensation plan containing similar
prohibitions and requirements.
(d) REMEDIES IN ADDITION TO FORFEITURE OF BENEFITS. The
Key Employee recognizes that irreparable injury will result to one or
more Bell Atlantic Companies, and to the business and property of any
of them, in the event of a breach by the Key Employee of any of the
provisions of this Section 10. In the event of any breach of any of the
Key Employee's covenants under this Section 10, any Bell Atlantic
Company that is damaged by such breach shall be entitled, in addition
to curtailing the payment of any post-separation payments hereunder,
and in addition to any other remedies and damages which may be
available at law, to injunctive relief to restrain the violation of
such covenants by the Key Employee or by any person or persons acting
for or with the Key Employee in any capacity whatsoever.
11. MISCELLANEOUS PROVISIONS.
(a) KEY EMPLOYEE'S DUTY TO TREAT THIS AGREEMENT AS
CONFIDENTIAL. Unless and until the terms of this Agreement, and the
amount of any payment eligible to be paid or actually paid under this
Agreement, are disclosed in writing to the public by any Bell Atlantic
Company pursuant to any applicable legal duty to disclose such
information, it shall be a condition of eligibility to receive any
payment hereunder that the Key Employee hold the terms of this
Agreement and the amount of any payment hereunder in strict confidence,
except that the Key Employee may disclose such details on a
confidential basis to his or her spouse (if any), and to any financial
counselor, tax adviser or legal counsel retained by the Key Employee. A
breach by the Key Employee of his or her duty of confidentiality under
this paragraph shall constitute cause for Bell Atlantic to terminate
this Agreement.
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(b) ASSIGNMENT BY BELL ATLANTIC. The obligations of
Bell Atlantic hereunder shall be the obligations of any and all
successors and assigns of Bell Atlantic. Bell Atlantic may assign this
Agreement without the Key Employee's consent to any company that
acquires all or substantially all of the stock or assets of Bell
Atlantic, or into which or with which Bell Atlantic is merged or
consolidated. This Agreement may not be assigned by the Key Employee,
and no person other than the Key Employee (or the Key Employee's
estate) may assert the rights of the Key Employee under this Agreement.
(c) BONUS AND OTHER PAYMENTS NOT APPLICABLE TO PENSION,
SAVINGS PLAN OR OTHER BENEFIT PLANS. The amounts described in Sections
5, 6, and 7 of this Agreement shall not be eligible to be contributed
to any qualified savings plan, and shall not be benefit-bearing
compensation for purposes of any group term life insurance plan,
pension plan, or other employee benefit plans. Nothing in this
Agreement is intended to supersede or modify any rights which the Key
Employee may have under any other compensation or benefit plan in which
the Key Employee participates. At the time of determination that an
amount is payable under Section 5 of this Agreement, such amount may be
deferred under any nonqualified deferred compensation plan in which the
Key Employee is then eligible to participate, but only if and to the
extent then permitted under the terms of any such nonqualified deferred
compensation plan.
(d) RELEASE. As a condition of eligibility to receive the
benefits described in Sections 4, 6, and 7 of this Agreement, the Key
Employee shall sign and deliver a legal release in the form attached to
this Agreement as Attachment B, which shall be signed by the Key
Employee at the time of his retirement or other termination of
employment from Bell Atlantic (the "Release"), and the Key Employee
shall not revoke his signature.
(e) WAIVER. The waiver by Bell Atlantic of a breach by
the Key Employee of any provision of this Agreement shall not be
construed as a waiver of any subsequent breach.
(f) GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Virginia.
(g) ENTIRE AGREEMENT. Except for the terms of other
compensation and benefit plans in which the Key Employee participates,
this Agreement sets forth the entire understanding of Bell Atlantic and
the Key Employee and supersedes all prior agreements and
communications, whether oral or written, between Bell Atlantic and the
Key Employee. This Agreement shall not be modified except by written
agreement of the Key Employee and Bell Atlantic. During the Transition
Period, the terms of Sections 9 and 10 of this Agreement shall
supersede the terms of any Non-Compete and Proprietary Information
Agreement to which the Key Employee and any Bell Atlantic Company are
parties; provided, however, that, if the Key Employee remains employed
by a Bell Atlantic Company subsequent to the termination of this
Agreement at the end of the Transition Period (or any extension of such
Transition Period which may later be agreed by amendment of this
Agreement), any such prior Non-
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Compete and Proprietary Information Agreement shall again be
enforceable to the full extent of its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
BELL ATLANTIC CORPORATION
BY:
--------------------------------------
JAMES G. CULLEN
VICE CHAIRMAN
THE KEY EMPLOYEE
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JAMES R. YOUNG
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ATTACHMENT A
CERTAIN LIMITATIONS UPON PAYMENTS
(a) TAX CODE LIMITATIONS. Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined that any payment or
distribution by Bell Atlantic to or for the benefit of the Key Employee, whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would constitute an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), the aggregate present value of amounts payable or
distributable to or for the benefit of the Key Employee pursuant to this
Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced (but not below
zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed
in present value which maximizes the aggregate present value of Agreement
Payments without causing any Payment to be subject to taxation under Section
4999 of the Code. For purposes of this Section, present value shall be
determined in accordance with Section 280G(d)(4) of the Code.
(b) CALCULATIONS BY INDEPENDENT FIRM. All determinations to be made
under this Section shall be made by Bell Atlantic's independent public
accountant or such law firm as is acceptable to the Key Employee and Bell
Atlantic (the "Independent Firm"), immediately if the Key Employee separates
from service under circumstances which make the Key Employee eligible to receive
post-separation payments under this Agreement, or at such other times as Bell
Atlantic may determine. The parties agree that the Independent Firm shall render
a preliminary opinion on the applicability of Section 280G to this Agreement
within sixty (60) days of the date of Execution of this Agreement. The
Independent Firm shall provide its determinations and any supporting
calculations both to Bell Atlantic and the Key Employee within ten (10) days of
the effective date of termination of employment, or when such calculations are
otherwise made. Any such determination by the Independent Firm shall be binding
upon Bell Atlantic and the Key Employee. Within five (5) days after this
determination, Bell Atlantic shall commence to pay (or cause payments to
commence to be paid) to or for the benefit of the Key Employee such amounts (if
any) as are then due to the Key Employee under this Agreement.
(c) OVERPAYMENTS AND UNDERPAYMENTS. As a result of the uncertainty in
the application of Section 280G of the Code at the time of the initial
determination by the Independent Firm hereunder, it is possible that Agreement
Payments will either have been made by Bell Atlantic which should not have been
made ("Overpayment"), or that additional Agreement Payments which have not been
made by Bell Atlantic could have been made ("Underpayment"), in each case,
consistent with the calculations required to be made hereunder. Within two years
after the effective date of termination of employment, the Independent Firm
shall review the determination made by it pursuant to the preceding paragraph.
In the event that the Independent Firm determines that an Overpayment has been
made, any such Overpayment shall be treated for all purposes as a loan to the
Key Employee which the Key Employee shall repay to Bell Atlantic together with
interest at the applicable Federal rate provided for in Section 7872(f)(2) of
the Code (the "Federal Rate"); provided, however, that no amount shall be
payable by the Key Employee to Bell Atlantic if and to the extent such payment
would not reduce the amount which is subject to
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Employment Agreement 14
James R. Young
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taxation under Section 4999 of the Code. In the event that the Independent Firm
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the appropriate Bell Atlantic Company to or for the benefit of
the Key Employee together with interest at the Federal Rate.
(d) All of the fees and expenses of the Independent Firm in performing
the determinations referred to in subsections (b) and (c) above shall be borne
solely by Bell Atlantic.
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Employment Agreement 15
James R. Young
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ATTACHMENT B
RELEASE
THIS RELEASE (the "Release") is entered into by [NAME] (the
"Key Employee"), for the benefit of ________________________________________
(the "Company"), and for the benefit of all companies affiliated with the
Company (collectively, "Bell Atlantic Companies"), and the officers, directors
and employees of each of them.
WHEREAS, the Key Employee has separated from service with the Company
on _____________, 199_ (the "Separation Date") pursuant to the terms of an
Employment Agreement, dated _______________, 1996, between Bell Atlantic
Corporation and the Key Employee (the "Agreement"), and he wishes to execute
this Release as contemplated under the terms of the Agreement.
NOW, THEREFORE, the Key Employee affirms as follows:
1. The Key Employee, as his free and voluntary act, hereby releases and
discharges the Company, its affiliates, and their successors and assigns, and
the directors, officers, employees, and agents of each of them, of and from any
and all debts, obligations, claims, demands, judgments or causes of action of
any kind whatsoever, known or unknown, in tort, contract, by statute or on any
other basis, for equitable relief, compensatory, punitive or other damages,
expenses (including attorneys' fees), reimbursements or costs of any kind,
including but not limited to, any and all claims, demands, rights and/or causes
of action, including those which might arise out of allegations relating to a
claimed breach of an alleged oral or written employment contract, or relating to
purported employment discrimination or civil rights violations, such as, but not
limited to, those arising under Title VII of the Civil Rights Act of 1964 (42
U.S.C. Section 2000e et seq.) as amended by the Civil Rights Act of 1991, the
Civil Rights Acts of 1866 and 1871 (42 U.S.C. Sections 1981 and 1983), Key
Employee Order 11246, as amended, the Age Discrimination in Employment Act of
1967, as amended (29 U.S.C. Section 621 et seq.), the Equal Pay Act of 1963 (29
U.S.C. Section 206(d)(1)), the Rehabilitation Act of 1973 (29 U.S.C. Sections
701-794), the Americans with Disabilities Act, or any other applicable federal,
state or local employment discrimination statute or ordinance, which the Key
Employee might have or assert against any of said entities or persons (a) by
reason of the Key Employee's active employment by the Company or any affiliated
company, or the termination of said employment and all circumstances related
thereto; or (b) by reason of any other matter, cause or thing whatsoever which
may have occurred prior to the date of execution of this Release. Moreover, the
Key Employee waives any and all rights under the Employee Retirement Income
Security Act of 1974 (ERISA) to assert any claim to any severance benefits, or
other remuneration on account of separation from service, other than as stated
in the Agreement.
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Release under Employment Agreement 1
James R. Young
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2. The Key Employee hereby reaffirms the terms and conditions of the
Agreement in all respects.
3. Should any provision of this Release be declared or be determined
by any court to be illegal or invalid, the validity of the remaining parts,
terms or provisions shall not be affected thereby, and said illegal or invalid
part, term or provision shall be deemed not to be a part of this Release.
STATEMENT BY THE KEY EMPLOYEE WHO IS SIGNING BELOW: THE COMPANY HAS
ADVISED ME IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
RELEASE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS
RELEASE AND HAVE HAD SUFFICIENT TIME AND OPPORTUNITY (OVER A PERIOD OF
SUBSTANTIALLY MORE THAN 21 DAYS) TO CONSULT WITH MY PERSONAL TAX, FINANCIAL AND
LEGAL ADVISORS PRIOR TO EXECUTING THIS DOCUMENT, AND I INTEND TO BE LEGALLY
BOUND BY ITS TERMS. I UNDERSTAND THAT I MAY REVOKE THIS RELEASE WITHIN SEVEN (7)
DAYS FOLLOWING MY SIGNING, AND THIS RELEASE WILL NOT BECOME ENFORCEABLE OR
EFFECTIVE UNTIL THAT SEVEN-DAY PERIOD HAS EXPIRED.
THE UNDERSIGNED, intending to be legally bound, has executed this
Release as of the day of , 199 , that being the Key Employee's
Separation Date.
THE KEY EMPLOYEE
SIGNED:
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THIS IS A RELEASE
READ CAREFULLY BEFORE SIGNING
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Release under Employment Agreement 2
James R. Young
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