EXHIBIT 10l
BELL ATLANTIC STOCK COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
(Restated as of October 25, 1994)
1. NAME OF PLAN. THE PLAN SHALL BE KNOWN AS THE BELL ATLANTIC STOCK
COMPENSATION PLAN FOR OUTSIDE DIRECTORS (AND IS REFERRED TO HEREIN AS THE
"PLAN").
2. OBJECTIVES OF THE PLAN. THE OBJECTIVES OF THE PLAN ARE TO ENCOURAGE
OWNERSHIP OF SHARES OF THE COMMON STOCK (THE "STOCK") OF BELL ATLANTIC
CORPORATION (THE "CORPORATION"), AND TO FURTHER ALIGN THE INTERESTS OF NON-
EMPLOYEE MEMBERS OF THE BOARDS OF DIRECTORS OF PARTICIPATING COMPANIES WITH THE
INTERESTS OF SHAREOWNERS OF THE CORPORATION.
3. EFFECTIVE DATE. THE EFFECTIVE DATE OF THE PLAN IS JULY 1, 1991. THE PLAN
WAS SUBMITTED TO, AND WAS APPROVED BY, SHAREOWNERS AT THE ANNUAL MEETING OF THE
CORPORATION IN APRIL 1991.
4. PARTICIPATING COMPANIES. THE "PARTICIPATING COMPANIES" IN THE PLAN SHALL BE
THE CORPORATION AND THE DOMESTIC OPERATING TELEPHONE COMPANY SUBSIDIARIES OF THE
CORPORATION (THE "OTCS").
5. ELIGIBLE PARTICIPANTS. EACH MEMBER OF THE BOARD OF DIRECTORS OF A
PARTICIPATING COMPANY WHO IS, AS OF THE DATE OF ANY AWARD OR GRANT HEREUNDER, IN
ACTIVE SERVICE AS A DIRECTOR, BUT WHO IS NOT THEN AN EMPLOYEE OF THE CORPORATION
OR ANY SUBSIDIARY OF THE CORPORATION (EACH, AN "OUTSIDE DIRECTOR"), SHALL BE
ELIGIBLE TO RECEIVE AN AWARD OR GRANT UNDER THE PLAN.
6. STOCK OPTIONS
(a) ANNUAL GRANT OF OPTIONS. COMMENCING IN JANUARY 1995, AND ANNUALLY
THEREAFTER, EACH INDIVIDUAL WHO, AT THE CLOSE OF THE REGULAR JANUARY
MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE "BOARD"), IS THEN
SERVING AS AN OUTSIDE DIRECTOR OF THE CORPORATION SHALL RECEIVE A GRANT OF
1,000 NONQUALIFIED STOCK OPTIONS ("OPTIONS") TO PURCHASE SHARES OF STOCK AT
AN EXERCISE PRICE PER OPTION EQUAL TO THE FAIR MARKET VALUE OF THE STOCK ON
THE DATE OF GRANT. "FAIR MARKET VALUE", FOR PURPOSES OF THE PREVIOUS
SENTENCE, SHALL HAVE THE SAME MEANING AS STATED IN THE BELL ATLANTIC 1985
INCENTIVE STOCK OPTION PLAN, AS THAT PLAN MAY BE AMENDED FROM TIME TO TIME
(THE "ISO PLAN"). OPTIONS GRANTED UNDER THIS PLAN SHALL BE GRANTED ON THE
SAME DATE, AND WITH THE SAME EXERCISE PRICE, AS THE PRINCIPAL ANNUAL GRANT
OF OPTIONS BY THE HUMAN RESOURCES COMMITTEE ("HRC") OF THE BOARD UNDER THE
ISO PLAN. OPTIONS SHALL BE GRANTED UNDER THIS PLAN AUTOMATICALLY, AND NO
ACTION BY THE BOARD SHALL BE REQUIRED. THE BOARD SHALL RETAIN THE AUTHORITY
IN ITS SOLE DISCRETION TO REVISE, FROM TIME TO TIME, THE NUMBER OF OPTIONS
TO BE AUTOMATICALLY GRANTED ANNUALLY UNDER THIS PLAN, PROVIDED, HOWEVER,
THAT NO SUCH ACTION SHALL BE TAKEN WITHOUT FIRST OBTAINING THE ADVICE OF
COUNSEL.
-------------------------------------------------------------------------------
Stock Compensation Plan for Outside Directors Page 1 of 5
(b) INITIAL GRANT UPON ELECTION TO THE BOARD. EFFECTIVE AS OF THE FIRST DAY ON
WHICH STOCK IS PUBLICLY TRADED IN THE CALENDAR MONTH FIRST FOLLOWING THE
MONTH IN WHICH AN INDIVIDUALS INITIAL ELECTION TO THE BOARD, AS AN OUTSIDE
DIRECTOR, BECOMES EFFECTIVE, THE OUTSIDE DIRECTOR SHALL RECEIVE A GRANT OF
1,000 OPTIONS, WITH AN EXERCISE PRICE EQUAL TO THE FAIR MARKET VALUE OF THE
STOCK ON SAID FIRST TRADING DAY OF SAID MONTH.
(c) TERMS OF OPTIONS. OPTIONS SHALL BE SUBJECT TO THE FOLLOWING TERMS AND
CONDITIONS:
(i) Options shall expire not later than the tenth anniversary of the
date of grant;
(ii) Options shall be subject to a waiting period of one year, and
shall first become exercisable on the first anniversary of the date of
grant;
(iii) In the event of the retirement of an Outside Director from the
Board upon having attained mandatory retirement age, or on account of
disability, any outstanding Options which are not yet exercisable
shall become exercisable on the day following the Outside Directors
retirement, and all outstanding Options shall expire on the earlier of
the fifth anniversary of the date of retirement or the tenth
anniversary of the date of grant;
(iv) In the event of a resignation or a termination of the service of
an Outside Director from the Board for any reason other than
disability or retirement upon having attained mandatory retirement
age, any outstanding Options shall expire at the close of business on
the effective date of said resignation; provided, however, that the
Board may, in its discretion, take action to cause the Options of such
an Outside Director to become exercisable, and/or to remain
exercisable, for a period of time subsequent to said resignation or
termination, but in no event may the Options remain exercisable after
the later of the fifth anniversary of the last date of service as an
Outside Director or the tenth anniversary of the date of grant;
(v) In the event of the death of an Outside Director at a time when
Options are outstanding, any such Options shall be exercisable until
the earlier of the first anniversary of the date of death or the tenth
anniversary of the date of grant; and
(vi) The exercise price for Options shall be payable solely in cash.
(d) OPTION AGREEMENTS. WITH RESPECT TO EACH GRANT OF OPTIONS, THE PLAN
ADMINISTRATOR, WITH THE ADVICE AND ASSISTANCE OF COUNSEL, SHALL HAVE THE
AUTHORITY, RESPONSIBILITY AND DISCRETION TO PREPARE A FORM OF AGREEMENT
(THE "OPTION AGREEMENT") WHICH SHALL STATE THE TERMS AND CONDITIONS STATED
IN SECTION 6(C) HEREOF, AND SUCH ADDITIONAL
-------------------------------------------------------------------------------
Stock Compensation Plan for Outside Directors Page 2 of 5
TERMS AND CONDITIONS AS THE PLAN ADMINISTRATOR DETERMINES ARE APPROPRIATE.
IN EACH CASE, THE GRANT OF OPTIONS TO AN OUTSIDE DIRECTOR SHALL BE
CONDITIONED ON THE OUTSIDE DIRECTOR SIGNING THE CORRESPONDING OPTION
AGREEMENT WITHIN A PERIOD DETERMINED BY THE PLAN ADMINISTRATOR. IN THE
EVENT THAT AN OPTIONEE DOES NOT DELIVER TO THE PLAN ADMINISTRATOR A SIGNED
OPTION AGREEMENT WITHIN AN APPLICABLE PERIOD, OR SIGNS AN OPTION AGREEMENT
WHICH HAS BEEN MODIFIED IN A MANNER UNACCEPTABLE TO THE PLAN ADMINISTRATOR,
THE OPTIONEE SHALL FORFEIT THE OPTIONS STATED ON SAID OPTION AGREEMENT .
7. STOCK AWARDS.
(a) ANNUAL AWARDS. ON THE FIRST BUSINESS DAY OF JULY OF EACH YEAR, EACH
PARTICIPATING COMPANY EXCEPT THE CORPORATION SHALL CAUSE TO BE TRANSFERRED
TO EACH OF ITS OUTSIDE DIRECTORS WHO IS ON THAT DAY IN ACTIVE SERVICE AS AN
ELECTED OUTSIDE DIRECTOR OF THE PARTICIPATING COMPANY, AN AWARD OF STOCK
(AND CASH IN LIEU OF ANY FRACTIONAL SHARE) FOR SERVICES TO BE RENDERED AS
AN OUTSIDE DIRECTOR FOR THE TWELVE-MONTH PERIOD ON AND AFTER THAT DATE (OR
FOR ANY PORTION OF SAID TWELVE-MONTH PERIOD DURING WHICH THE OUTSIDE
DIRECTOR REMAINS ON THE RESPECTIVE BOARD).
(b) VALUE OF AWARDS. FOR OUTSIDE DIRECTORS OF PARTICIPATING COMPANIES OTHER
THAN THE CORPORATION, THE ANNUAL STOCK AWARD SHALL BE A NUMBER OF WHOLE
SHARES (AND CASH IN LIEU OF ANY FRACTIONAL SHARE) THE VALUE OF WHICH SHALL
EQUAL $1,000. FOR PURPOSES OF COMPUTING THE NUMBER OF SHARES TO BE AWARDED,
THE VALUE OF A SHARE OF STOCK AT THE TIME OF AN AWARD SHALL BE DEEMED TO BE
EQUAL TO THE AVERAGE OF THE CLOSING PRICES OF THE STOCK FOR EACH OF THE
LAST FIVE TRADING DAYS OF THE MONTH OF JUNE IMMEDIATELY PRECEDING THE DATE
OF THE AWARD.
(c) ELECTION TO TRANSFER SHARES TO DRSPP. EACH OUTSIDE DIRECTOR WHO IS
ELIGIBLE FOR AN AWARD OF STOCK UNDER THIS SECTION 7 SHALL, PRIOR TO THE
DATE OF THE AWARD FOR A GIVEN YEAR, HAVE THE RIGHT TO ELECT WHETHER TO
RECEIVE THE AWARD IN THE FORM OF A SHARE CERTIFICATE, WHICH SHALL BE SOLELY
IN THE NAME OF THE OUTSIDE DIRECTOR, OR TO HAVE THE CORPORATION DEPOSIT THE
SHARE AWARD DIRECTLY INTO AN ACCOUNT, WHICH SHALL BE SOLELY IN THE NAME OF
THE OUTSIDE DIRECTOR, UNDER THE CORPORATION'S DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN ("DRSPP"). FOR AN OUTSIDE DIRECTOR WHO ELECTS TO
DEPOSIT THE AWARD IN A DRSPP ACCOUNT, THE TERMS OF DRSPP SHALL THEREAFTER
APPLY AND THE SHARES AWARDED UNDER THIS PLAN SHALL BE TREATED NO
DIFFERENTLY THAN ANY OTHER SHARES HELD UNDER DRSPP.
(d) NO ACCRUED INTEREST IN SUBSEQUENT AWARDS. UNTIL THE APPLICABLE AWARD DATE
UNDER THE PLAN, AN ELIGIBLE OUTSIDE DIRECTOR SHALL HAVE NO ACCRUED RIGHT TO
RECEIVE ALL OR ANY PORTION OF ANY SUBSEQUENT AWARD, EXCEPT TO THE EXTENT
PROVIDED IN ANY PLAN AMENDMENT ADOPTED BY THE PLAN ADMINISTRATOR PURSUANT
TO SECTION 12(C)(III). AN ELIGIBLE OUTSIDE DIRECTOR SHALL HAVE NO RIGHT TO
ASSIGN OR ALIENATE ANY INTEREST IN ANY AWARD WHICH HAS NOT YET BEEN
PRESENTED UNDER THIS PLAN.
-------------------------------------------------------------------------------
Stock Compensation Plan for Outside Directors Page 3 of 5
8. SOURCE OF STOCK. SHARES OF STOCK AWARDED UNDER THE PLAN, AND STOCK
TRANSFERRED TO AN OUTSIDE DIRECTOR UPON EXERCISE OF OPTIONS, MAY BE TREASURY
SHARES, OR AUTHORIZED BUT UNISSUED SHARES, OR OUTSTANDING SHARES OF STOCK
ACQUIRED BY THE CORPORATION IN THE OPEN MARKET OR ELSEWHERE.
9. TAXES. ANY AND ALL TAX CONSEQUENCES FOR AN OUTSIDE DIRECTOR WHICH ARE
ASSOCIATED WITH AN AWARD OF SHARES OR AN EXERCISE OF OPTIONS UNDER THIS PLAN
SHALL BE THE SOLE RESPONSIBILITY OF THE PARTICIPATING OUTSIDE DIRECTOR.
10. AUTHORIZED NUMBER OF SHARES. THE AGGREGATE NUMBER OF SHARES OF STOCK WHICH
MAY BE AWARDED UNDER THIS PLAN, OR TRANSFERRED UPON EXERCISE OF OPTIONS, SHALL
BE 100,000. SAID LIMIT SHALL BE ADJUSTED, IN THE MANNER DETERMINED APPROPRIATE
BY THE PLAN ADMINISTRATOR WITH THE ADVICE OF COUNSEL, IN THE EVENT OF ANY STOCK
SPLIT, STOCK DIVIDEND, RECAPITALIZATION, OR OTHER CHANGE AFFECTING THE STOCK.
11. NO EFFECT ON RETIREMENT PLAN OR DEFERRED FEE PLAN. THE AWARDS OF STOCK,
AND TRANSFERS OF STOCK UPON EXERCISE OF OPTIONS, UNDER THIS PLAN SHALL NOT BE
TREATED AS A PORTION OF THE OUTSIDE DIRECTORS' RETAINER, OR AS BENEFIT BEARING
COMPENSATION OF ANY KIND, FOR PURPOSES OF DETERMINING THE AMOUNT OF ANY BENEFIT
UNDER THE BELL ATLANTIC RETIREMENT PLAN FOR OUTSIDE DIRECTORS. NEITHER THE
OPTIONS NOR THE STOCK RECEIVED UNDER THIS PLAN SHALL BE ELIGIBLE FOR DEFERRAL
UNDER THE BELL ATLANTIC DEFERRED FEE PLAN FOR OUTSIDE DIRECTORS.
12. ADMINISTRATION; AMENDMENT AND TERMINATION.
(a) AUTHORITY OF THE BOARD. THE BOARD OF THE CORPORATION SHALL HAVE THE
AUTHORITY TO AMEND AND TO TERMINATE THE PLAN AT ANY TIME IN ITS DISCRETION;
PROVIDED, HOWEVER, THAT ANY AMENDMENT ADOPTED BY THE BOARD MAY BE SUBMITTED
FOR APPROVAL BY THE SHAREOWNERS OF THE CORPORATION IF, IN THE OPINION OF
COUNSEL, SUCH APPROVAL IS REQUIRED TO EXEMPT THE AWARDS OF STOCK, AND THE
GRANT OR EXERCISE OF OPTIONS, UNDER THIS PLAN FROM THE SHORT-SWING TRADING
PROVISIONS OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, OR TO
PRESERVE THE STATUS OF OUTSIDE DIRECTORS AS "DISINTERESTED ADMINISTRATORS"
(WITHIN THE MEANING OF REGULATIONS ISSUED PURSUANT TO SAID SECTION 16) FOR
PURPOSES OF THE CORPORATIONS COMPENSATION PLANS FOR OFFICERS AND KEY
EMPLOYEES. THE NOMINATING COMMITTEE OF THE BOARD MAY RECOMMEND AMENDMENTS
TO THE PLAN FOR THE APPROVAL OF THE FULL BOARD.
(b) AUTHORITY OF BOARD OF DIRECTORS OF OPERATING TELEPHONE COMPANIES. THE
BOARD OF DIRECTORS OF AN OTC SHALL HAVE THE AUTHORITY TO ADOPT THE PLAN ON
BEHALF OF THE OTC, AND TO WITHDRAW FROM PARTICIPATION IN THE PLAN AT ANY
TIME IN ITS SOLE DISCRETION.
(c) AUTHORITY OF PLAN ADMINISTRATOR. THE VICE PRESIDENT HUMAN RESOURCES OF
THE CORPORATION, OR ANY PERSON TO WHOM THAT OFFICER DELEGATES
ADMINISTRATIVE RESPONSIBILITY FOR THE PLAN, SHALL BE THE "PLAN
ADMINISTRATOR" (AS THAT TERM
-------------------------------------------------------------------------------
Stock Compensation Plan for Outside Directors Page 4 of 5
IS USED HEREIN), WITH THE AUTHORITY (I) TO ADMINISTER AND INTERPRET THE
PLAN, (II) TO PREPARE AND DISTRIBUTE OPTION AGREEMENTS AND ADMINISTER THE
EXERCISE OF OPTIONS, (III) TO ADOPT MINOR AND ADMINISTRATIVE MODIFICATIONS
OF THE PLAN AND AMENDMENTS WHICH THE PLAN ADMINISTRATOR BELIEVES, WITH THE
ADVICE OF COUNSEL, TO BE NECESSARY OR APPROPRIATE TO COMPLY WITH CHANGES IN
APPLICABLE LAW OR TO ENSURE THAT TRANSACTIONS UNDER THE PLAN REMAIN EXEMPT
FROM SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934 TO THE MAXIMUM
EXTENT PRACTICABLE, (IV) TO ADOPT PLAN PROVISIONS FOR THE AWARDING OF
PRORATED AMOUNTS OF STOCK IN APPROPRIATE CIRCUMSTANCES, AND (V) WITH ADVICE
OF COUNSEL, TO SUBMIT THE PLAN, OR AMENDMENTS TO THE PLAN, TO THE
SHAREOWNERS OF THE CORPORATION FOR APPROVAL .
(d) AUTHORITY OF CORPORATE SECRETARIES OF OTCS. THE CORPORATE SECRETARY OF
EACH OTC SHALL HAVE THE STATUS OF DEPUTY ADMINISTRATOR OF THE PLAN, WITH
AUTHORITY TO ASSIST THE PLAN ADMINISTRATOR WITH COMMUNICATIONS AND
CORRESPONDENCE WITH OUTSIDE DIRECTORS OF THE RESPECTIVE OTC.
------------------------------------------------------------------------------
Stock Compensation Plan for Outside Directors Page 5 of 5