Exhibit 10i
BELL ATLANTIC
DEFERRED COMPENSATION PLAN
(Amended and Restated as of January 1, 1997)
1. Purpose. The Bell Atlantic Deferred Compensation Plan (previously
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known as the Bell Atlantic Senior Management Incentive Award Deferral Plan) (the
"Plan") is a nonqualified, unfunded deferred compensation plan. The Plan is
intended to enable eligible employees to defer the distribution of cash and
stock awards of short term and long term incentive compensation, and to defer
base salary in excess of the applicable IRS limit under Section 401(a)(17) of
the Code (the "Qualified Plan Compensation Limit"). In 1997, the Qualified Plan
Compensation Limit is $160,000, and in 1995 and 1996 it was $150,000. The Plan
was established by the Board of Directors (the "Board") of Bell Atlantic
Corporation ("Bell Atlantic") effective as of January 1, 1984, and is maintained
for a select group of highly compensated managerial employees, including certain
active and former officers, executives and key employees of Bell Atlantic and
its subsidiaries. The Human Resources Committee (the "HRC") of the Board has the
authority to amend the Plan, from time to time, and the Plan Administrator, as
described in Section 9, is responsible for the day-to-day administration of the
Plan.
2. Eligibility.
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(a) Participating Companies. The "Participating Companies" under this
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Plan shall be Bell Atlantic and each subsidiary or other company affiliated with
Bell Atlantic which, at any time in a given plan year, employs one or more
active employees who are either (a) Senior Managers who are eligible for an
award under the Bell Atlantic Senior Management Short Term Incentive Plan or any
of the seven other Short Term Incentive Plans formerly maintained for executives
of Bell Atlantic and certain of its operating telephone company subsidiaries
(collectively, the "Short Term Incentive Plan"), (b) Key Employees who are
eligible for an award under the Bell Atlantic 1985 Performance Share Plan (the
"Performance Share Plan"), (c) effective for awards for performance in 1991 and
thereafter, certain key Executive Managers who are eligible for an award under
the Bell Atlantic Executive Management Annual Bonus Plan (the "Annual Bonus
Plan"), (d) Executive Managers and Senior Managers whose annual rate of base
salary exceeds the Qualified Plan Compensation Limit in a given calendar year,
or (e) any manager at Salary Grade H or above who is a party to a Stay Incentive
Agreement with Bell Atlantic in connection with the proposed merger with NYNEX
Corporation (a "Merger-Related Stay Agreement").
(b) Eligible Employees. An active employee of a Participating Company
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shall be eligible to defer awards and establish deferral accounts under this
Plan if the employee is in active service and is eligible to receive an award
under either the Short Term Incentive Plan, a Merger-Related Stay Agreement, the
Performance Share Plan (in any year through 1996, which is the year of the final
distribution under that terminated plan), or (for awards for performance in 1991
and thereafter) the Annual Bonus Plan, or earns a base salary at an annual rate
in excess of the Qualified Plan Compensation Limit. Certain former employees
shall have the right to receive distributions from existing deferral accounts
under the Plan, but not to defer future awards; those participants shall
include: (a) any former employee who elected during a period of active
employment with a Participating Company to defer one or more awards under a
Short Term Incentive Plan, the Performance Share Plan or Annual Bonus Plan, and
(b) any employee who was
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Bell Atlantic Deferred Compensatin Plan (1/1/97 Restatement) Page 1
a participant in the predecessor Bell System Senior Management Incentive Award
Deferral Plan (the "Predecessor Plan") as of December 31, 1983.
3. Types of Compensation Which May be Deferred.
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(a) Optional Election to Defer Salary in Excess of Qualified Plan
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Compensation Limit. Any Senior Manager or Executive Manager whose annual rate of
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base salary for a given calendar year exceeds the Qualified Plan Compensation
Limit for that year shall be eligible to defer some or all of the individual's
base recurring salary in excess of the applicable Qualified Plan Compensation
Limit. This feature of the Plan became effective with 1993 elections for
calendar year 1994 salary, and at that time applied to Senior Managers and to
those key Executive Managers who then participated in the Annual Bonus Plan.
Effective with 1994 elections for calendar year 1995, and annually thereafter,
eligibility to defer base salary shall apply to employees of Salary Grades E (or
equivalent grades) and above. Any such election shall state the number of
dollars per annum to be deferred, which shall be withheld in approximately equal
installments from each regular pay, in an amount per annum not less than $1,000,
in increments of $1,000, and not greater than the amount by which the annual
base salary rate at the time of deferral exceeds the Qualified Plan Compensation
Limit for the applicable year. The amount of the deferral shall not adjust as a
result of any salary modification that may occur during the ensuing year.
Effective December 1, 1996, an employee may elect to defer any such salary to
either a Directed Investment Account or to a Tandem Investment Account, and such
deferrals shall be eligible for investment redirection from time to time as
described elsewhere in this Plan.
(b) Optional Election to Defer Cash Portion of Short Term Award. On or
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before the last day of any calendar year, an eligible employee may elect to
direct that all or part of any cash short term award which may be awarded to the
employee in the following year under a Short Term Incentive Plan or Annual Bonus
Plan shall be deferred under the Plan. In no event, however, shall the part of
any such award which is deferred in any calendar year be less than $1,000. In
the case of awards for 1990 and prior years, any such deferral shall be credited
to a "Cash Deferral Account" as hereafter defined. In the case of awards for
1991 through 1995, any such deferred compensation shall be credited to a "Short
Term Award Deferral Account" as hereafter defined. Effective December 1, 1996,
an employee may elect to defer any of the cash award described in this paragraph
to either a Directed Investment Account or to a Tandem Investment Account, and
such deferrals shall be eligible for investment redirection from time to time as
described elsewhere in this Plan.
(c) Mandatory Deferral of Stock Portion of Short Term Award.
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Commencing with the 1992 award for the 1991 performance years under the Short
Term Incentive Plan and the Annual Bonus Plan, any portion of an employee's
award in the form of a deferred distribution of shares of Bell Atlantic stock
shall automatically be credited in the form of phantom shares to a special share
deferral account for the employee (a "Mandatory Share Deferral Account") as
hereafter defined. In the event that an employee fails to deliver a signed
deferral election form with respect to a such a mandatory deferral, the employee
shall be deemed to have elected distribution in the form of a single
distribution of shares of Bell Atlantic stock from the Mandatory Share Deferral
Account in the year of his or her Retirement, death or separation from service
for any other reason, whichever occurs first. The entire stock portion of the
awards described in this paragraph shall be deferred to a Stock Investment
Contract, shall not be eligible for investment redirection at any time, and
shall be distributable solely in the form of shares of common stock of Bell
Atlantic.
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restated) Page 2
(d) Optional Election to Defer Stock Award under the Performance Share
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Plan. On or before the last day of any calendar year (to and including calendar
year 1995, but not thereafter), an eligible employee may, in the employee's sole
discretion, elect to direct that all or part of any shares of Bell Atlantic
stock which may be awarded to the employee in the following year under the
Performance Share Plan shall be credited to a "Share Deferral Account" (as
hereafter defined). In no event, however, shall the amount of the award which is
deferred in any given year be less than $1,000 worth of such shares (based on
valuation at the time the award would otherwise be paid). Because the Bell
Atlantic 1985 Performance Share Plan terminated upon making final distributions
in the first quarter of 1996, no further deferrals of awards shall occur after
1996. The entire stock portion of the awards described in this paragraph shall
be deferred to a Stock Investment Contract, shall not be eligible for investment
redirection at any time, and shall be distributable solely in the form of shares
of common stock of Bell Atlantic.
(e) Optional Elections under Predecessor Plan. For the purpose of this
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Plan, an election made by an eligible employee under the Predecessor Plan shall
be considered as an election made under this Plan. Any reference to deferral of
a "short term incentive award" in any election under the Predecessor Plan shall
be treated as a deferral of a pre-1991 award under the Short Term Incentive
Plan, and references to deferral of a "long term incentive award" in such any
election under the Predecessor Plan shall be treated as a deferral of an award
under the Performance Share Plan. The entire amount of any cash award described
in this paragraph shall be held in a Cash Investment Contract, shall not be
eligible for investment redirection at any time, and shall be distributable
solely in the form of cash.
(f) Optional Election to Defer Merger-Related Stay Incentive. On or
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before the last day of 1996, a management employee at Salary Grade H or above
who is a party to a Merger-Related Stay Agreement shall have a one-time election
to direct that all or part of any cash award which may be awarded to the
employee at any time in 1997 or thereafter under the terms of his or her Merger-
Related Stay Agreement shall be deferred under the Plan. The employee may direct
that a stated dollar amount or a stated percentage of the stay bonus be deferred
under the Plan, but in no event shall the part of any such award which is
deferred in any calendar year be less than $1,000. An employee may elect to
defer any of the cash award described in this paragraph to either a Directed
Investment Account or to a Tandem Investment Account, and such deferrals shall
be eligible for investment redirection from time to time as described elsewhere
in this Plan.
4. Initial Deferral Elections.
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(a) Timing of Deferral Elections.
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(1) Existing Employees. An election by an eligible employee to defer
eligible compensation under the Plan shall be delivered to the Plan
Administrator on or before the last business day of December prior to the
calendar year in which the award to be deferred is determined, approved and
awarded. The elections signified on the employee's form may be changed or
revoked on or before, but (except as provided in Section 5) not after, said last
day of December.
(2) Newly Hired and Newly Promoted Employees. For an eligible employee
who is newly hired, the employee shall have a 30-day period, following the
effective date of commencement of employment, in which to deliver a deferral
election form, and any deferral elections shall become irrevocable (except as
provided in Section 5) on the thirtieth day following such employment
commencement date. For an eligible employee who is newly promoted to a
compensation grade or level which makes the employee eligible to defer a form of
compensation
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 3
under this Plan, the employee shall have a 30-day period, following the
effective date of the promotion, in which to deliver a deferral election form,
and any deferral elections shall become irrevocable (except as provided in
Section 5) on the thirtieth day following the effective date of such promotion.
(b) Form of Deferral Elections. In all events, a deferral election
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must be completed and signed by an eligible employee on a form provided by the
Plan Administrator which shall provide the eligible employee with the following
elections:
(1) Whether and How Much to Defer. Except for any form of
compensation which is subject to mandatory deferral, the deferral election
form shall provide to an eligible employee an election to determine the
percentage or amount of the applicable form of compensation to be deferred,
if any.
(2) Commencement Date for Distributions in the Absence of Retirement
or Termination of Employment. The deferral election form shall afford an
employee an election to select the future date or event which shall trigger
the commencement of distribution. As further described in this Plan, an
employee's "Retirement" (as hereafter defined) or death shall cause any
deferral account which has not yet begun distribution to commence
distribution, and an employee's voluntary or involuntary separation for any
other reason shall cause all deferral accounts to be distributed in full,
but the deferral election form shall allow an employee to elect to commence
distribution on a stated date other than the date of Retirement, death or
other separation if that stated date precedes the eventual date of the
employee's actual Retirement, death or other separation.
(3) Single Distribution or Multiple Installments. The deferral
election form shall afford an employee an election whether to receive the
balance of the deferred compensation account, commencing on the date
elected by the employee or, if earlier, the date of the employee's
retirement, either in a single distribution or in two to twenty
approximately equal annual distributions. As further described in this
Plan, all deferral accounts of an employee will be distributed in full in a
single distribution upon an employee's voluntary or involuntary separation
for any reason other than Retirement or death.
(4) Distribution in the Event of Death. The deferral election form
shall afford an employee an election, in the event of the death of the
employee prior to the completion of the distribution, whether the
designated beneficiaries (or the employee's estate, in the absence of
designated beneficiaries) shall receive the balance of the deferred
compensation account in a single distribution to be made in the year of the
employee's death, or in two to ten approximately equal annual distributions
commencing in the year of the employee's death.
(5) Investment Vehicle(s) for Deferred Compensation. For deferral
elections tendered in the fourth quarter of 1996 or in any deferral
election period thereafter, with respect to any compensation which is
initially awarded or payable in the form of cash (but not for compensation
awarded in stock, such as an award under the Performance Share Plan or the
deferred stock portion of an award under the Short Term Incentive Plan or
the Annual Bonus Plan), the deferral election form shall afford an employee
an election among two or more unfunded investment vehicles for the
investment of the compensation then being deferred.
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 4
5. Other Elections Permitted Under the Plan.
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(a) Designation of Beneficiaries. Each active employee who initially
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elects to defer an award under Section 4, and each active or former employee who
maintains a deferral account under this Plan, may at any time designate one or
more beneficiaries, and revoke or change beneficiary designations, by submitting
a signed beneficiary designation on a form approved by the Plan Administrator.
(b) One-Time Postponement of Commencement Date and One-Time
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Modification of Number of Installments. At any time earlier than 12 months prior
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to the date on which a distribution of a portion (or all) of an employee's Cash
or Share Deferral Account ultimately would have commenced distribution under the
terms of an initial deferral election or under the terms of this Plan that apply
to the timing of distributions upon Retirement, death or other separations from
service, the employee may submit a written election to the Plan administrator
which elects either or both of the following modifications: (i) an increase or
decrease in the number of installments requested under his or her initial
election of a distribution option for the account, and/or (ii) a postponement of
the initially-elected distribution date; provided, however, that in no event
shall the deferral commence later than the year in which the employee eventually
Retires, dies or separates from service for any other reason. An employee may
postpone the distribution date and modify the form of distribution for each and
any deferral account once, but not more than once. If an employee, in fact,
Retires, dies or separates from service less than 12 months subsequent to the
date on which the employee submits a modified deferral election of any type
under the terms of this paragraph, the Plan administrator shall void the
modified election and shall administer the deferral account in accordance with
the employee's initial deferral election. The provisions of this paragraph are
effective November 1, 1992.
(c) Early Withdrawals Subject to Penalty.
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(1) Withdrawal from Elective Deferral Accounts. Except as
provided in the following paragraph (2), neither the employee, a beneficiary,
nor any other individual or entity, shall have any right to receive a
distribution or make any withdrawal from a deferral account, except in
accordance with the terms of this Plan which apply to Retirement, death and
other separations, or according to an initial deferral election under Section 4
or a one-time postponement or modification election under Section 5(b).
(2) Early Withdrawal Penalty. On or after November 1, 1992, an
active or former or retired employee may at any time direct the Plan
administrator to distribute, as soon as administratively practicable, all or any
portion of the balance of any one or more of the employee's deferral accounts
which the employee then designates; provided, however, that, in each such
instance of a distribution prior to the date on which the account would
otherwise be distributed, a six percent early withdrawal penalty shall apply to
the amount of the requested early withdrawal.
(3) Not Applicable to Mandatory Deferrals of Shares. The
provisions of this Section 5(c) shall apply only to elective deferral accounts
and shall not apply to Mandatory Share Deferral Accounts.
6. Deferral Accounts.
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(a) Cash Investment Contract. A "Cash Investment Contract" is an
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unfunded book-entry account which credits interest on the deferral account
balance, posted monthly, at a rate equal to one-twelfth of the current
annual yield on 10-year U.S. Treasury obligations for the
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 5
month then ending. All distributions from a Cash Investment Contract shall
be in the form of cash.
(b) Shares Investment Contract. A "Shares Investment Contract" is an
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unfunded book-entry account in which the value of the deferral account
reflects the total return on a like number of shares of common stock of
Bell Atlantic, both as a result of fluctuations in the market value of Bell
Atlantic common stock and as a result of reinvestment of phantom dividends
(at the rate, and as of the dividend record date, applicable to dividends
on Bell Atlantic common stock) on the shares of phantom stock held in the
account. The phantom dividends credited to the balance of the Shares
Investment Contract on each such dividend record date shall immediately be
converted to a number of whole and fractional phantom shares equal to the
result of dividing the market value per share of Bell Atlantic stock on the
dividend record date into the number of dollars of phantom dividends. For
purposes of this paragraph, the value of a Bell Atlantic shares on a
dividend record date shall be equal to the average of the five daily means
of the high and low sale prices per share of Bell Atlantic stock on the New
York Stock Exchange ("NYSE") for the five trading days ending on such
dividend record date. In the event of any change in outstanding Bell
Atlantic common shares by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares
or other similar corporate change, the Plan Administrator, with the advice
of counsel, shall make any appropriate adjustments in the number of phantom
shares then credited to employees' accounts. Any and all such adjustments
shall be conclusive and binding upon all parties concerned. All
distributions from a Shares Investment Contract shall be in the form of
shares of common stock of Bell Atlantic.
(c) Directed Investment Account.
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(1) Definition. A "Directed Investment Account" is a form of unfunded
book-entry deferral account which applies to certain "Deferral
Accounts Eligible for Investment Direction." The Deferral Accounts
Eligible for Investment Direction are: (i) cash compensation which is
deferred to the Plan under an initial deferral election delivered to
the Plan Administrator on or after December 1, 1996, electing to
invest in a Directed Investment Account, and (ii) cash compensation
deferred in 1991 or any later date into a Tandem Investment Contract
which an employee elects on any date on or after December 1, 1996 to
re-invest into a Directed Investment Account. A Directed Investment
Account permits the employee to elect, at the time of initial deferral
and from time to time thereafter until the account is finally and
fully distributed, whether to invest some or all of the deferred cash
compensation either (A) in a "Cash Investment Contract", or (B) in a
"Shares Investment Contract", or, alternatively, to transfer an
account balance out of the Directed Investment Account into a "Tandem
Investment Account" or vice versa. Any balance held in Cash Investment
Contract at the time of a distribution shall be distributed in cash,
and any balance held in a Shares Investment Contract at the time of a
distribution shall be distributed in shares.
(2) Transfers within a Directed Investment Account. For an account
balance held in a Directed Investment Account, an employee may elect
in writing to reinvest balances of Deferral Accounts Eligible for
Investment Direction. Such balances may be reinvested between the Cash
Investment Contract and the Shares Investment Contract effective as of
the last business day of any month by delivering to the Plan
Administrator a notice in writing on an approved form on any day on or
before the last day of said month. Reinvestment transfer rights
continue until the deferral account is finally and fully distributed.
When making an initial deferral election, and when transferring
existing deferred balances between investment contracts in the
Directed Investment Account, an employee shall have
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 6
the right to allocate between the Cash Investment Contract and the Shares
Investment Contract in 10% increments from zero to 100%.
(3) Transfers between a Directed Investment Account and a Tandem
Investment Account. Effective as of the last business day of December of 1996 or
the last business day of December of any subsequent calendar year, an employee
may transfer some or all of the balance of a Tandem Investment Account to the
Shares Investment Contract and/or the Cash Investment Contract, in 10%
increments from zero to 100%. Effective as of the last business day of December
of 1997 or the last business day of December of any subsequent calendar year, an
employee may transfer some or all of the balance of a Shares Investment Account
and/or Cash Investment Contract, in 10% increments from zero to 100%,.to a
Tandem Investment Account. Such balances may be reinvested between the Directed
Investment Account and the Tandem Investment Account by delivering to the Plan
Administrator a notice in writing on an approved form on any day on or before
the last business day of December of such year.
(d) Tandem Investment Accounts.
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(1) Definition. A Tandem Investment Account is an unfunded book-entry
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investment account which is solely available for Deferral Accounts Eligible for
Directed Investment (as that term is defined in Section 6(c)(1) above). The
Tandem Investment Account consists of two tandem sub-accounts, each of which is
established at the outset with an account value equal to the value of the
compensation deferred or transferred to the Tandem Investment Account by the
employee. One of the sub-accounts is valued on a monthly basis in like manner to
a Cash Investment Contract and the other sub-account is valued on a monthly
basis in like manner to a Shares Investment Contract. The value of the Tandem
Investment Account on the monthly valuation date as of which distribution
commences to the employee (or a beneficiary), or on the monthly valuation date
as of which some or all of the balance is being transferred by the employee to a
Directed Investment Account, shall be equal to the greater of the two values of
the two tandem sub-accounts as of such valuation date.
(2) Election at Time of Distribution between Cash or Shares. The
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following rules shall be applicable to an Employee who holds a balance in a
Tandem Investment Account at the time distribution commences under the Plan.
(i) Right to Elect. At the time distribution is to commence,
the employee shall then have the right to elect whether to receive the
distribution in the form of cash or in shares of Bell Atlantic stock. Such
election shall be made at the time and in the form required by the Plan
Administrator. In the event of the death of the employee prior to electing
the form of distribution, the award shall be distributed in cash to the
person or persons, and in the number of installments, previously designated
by the employee.
(ii) Election of Shares. If the employee elects to receive a
distribution from a Tandem Investment Account in shares, the balance of the
Tandem Investment Account shall be determined based on the greater of the
two values of the sub-accounts, which shall then be stated as a number of
shares based on the valuation method applicable to a Share Investment
Contract. Any portion of the account then scheduled to be distributed shall
be transferred to the employee as soon as administratively practicable. If
the deferral account is scheduled to be distributed in two or more annual
installments, the deferral
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 7
account shall thereafter be treated as a Shares Investment Contract
until the entire balance of the account is distributed, and such
Contract shall not be eligible for reinvestment at any time
thereafter.
(iii) Election of Cash. Conversely, if the employee elects
to receive a distribution from a Tandem Investment Account in cash,
the balance of the Tandem Investment Account shall be determined based
on the greater of the two values of the sub-accounts, and that value
shall be stated in cash, and distribution shall commence as soon as
administratively practicable thereafter. Furthermore, if the deferral
account is scheduled to be distributed in two or more annual
installments, the deferral account shall thereafter be treated as a
Cash Investment Contract until the entire balance of the account is
distributed, and such Contract shall not be eligible for reinvestment
at any time thereafter.
7. Distributions from Deferral Accounts.
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(a) Distribution According to Terms of Deferral Election. Pursuant to
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the terms of a deferral election which has been made by an employee under
Section 4 of this Plan, subject to any permissible modification election under
Section 5(b), the first installment (or the single distribution if the employee
has so elected) shall be paid as soon as administratively practicable after the
earliest to occur of the following:
(1) the date on which the employee attains the age specified by
the employee in his or her deferral election form, which date shall not be
earlier than one year from the date the award otherwise would have been
distributed in the absence of an election to defer the distribution;
(2) the end of the month in which the employee Retires, dies, or
separates from service for any other reason with Bell Atlantic or any
company affiliated with Bell Atlantic; provided, however, that a transfer
of employment between companies affiliated with Bell Atlantic shall not
constitute a Retirement or separation from service for purposes of this
Plan; or
(3) the anniversary, as specified by the employee in his or her
deferral election form, of the date on which the award otherwise would have
been distributed in the absence of an election to defer the distribution.
(b) Definition of Retirement. When the word "Retirement" or "Retire"
------------------------
is used in this Plan, the term means either:
(1) a separation from service at a time when the employee has
accrued any of the following combinations of age and service (where
"service" means service for purposes of retirement-eligibility as defined
under the Bell Atlantic Cash Balance Plan): (i) any age with 30 or more
years of service; (ii) at least age 50 with at least 25 or more years of
service; (iii) at least age 55 with at least 20 or more years of service;
(iv) at least age 60 with at least 15 or more years of service; or (v) at
least age 65 with at least 10 or more years of service, or
(2) a separation from service due to prolonged disability over a
period of at least 26 weeks, or
(3) a separation from service under circumstances which the HRC
determines, on a case by case basis, shall be deemed to be treated as a
retirement for purposes of this Plan.
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 8
(c) Immediate Distribution of All Deferral Account Balances.
Notwithstanding the terms of any deferral election delivered under this Plan,
the entire amount then credited to each of an employee's one or more deferral
accounts shall be paid as soon as administratively practicable in a single
distribution in the event that any of the following circumstances has occurred:
(1) the Plan Administrator determines that the employee, at any time
after his or her Retirement as an employee, has been employed by any
governmental agency having regulatory jurisdiction over the business of a
Participating Company;
(2) the employee has separated from service for a reason other than
Retirement or death;
(3) the HRC determines that the employee has engaged in misconduct in
connection with his or her employment with the employing company; or
(4) the HRC determines that the employee, at any time within two years
after his or her separation from service, has, without the written consent
of Bell Atlantic, personally engaged in managing, planning or advising in
any manner whatever an activity which directly competes with any of the
businesses of Bell Atlantic or any of its direct or indirect subsidiaries,
which any such company engaged in (A) on his or her separation from service
date, or (B) thereafter, if plans to engage in such business had been
formulated during the twelve-month period preceding the employee's
separation from service date.
(c) Distributions in Case of Death. In the event of the death of an
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employee before the balance of any and all the employee's deferral accounts
under this Plan are fully distributed, the balance of each such deferral account
shall be distributed in accordance with the death-related deferral election of
the employee with respect to each such account. Distribution shall be made to
the beneficiary or beneficiaries designated in writing by the employee, or if
the Plan Administrator determines, with the advice of counsel, that no valid and
enforceable designation has been made, then the balances shall be distributed to
the estate of the employee. The first installment (or the single payment if the
employee has so elected) shall be paid as soon as administratively practicable
after the date of death.
(d) Distributions of Successive Annual Installments. In the case of a
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deferral account which is to be distributed in two or more installments, each
installment subsequent to the first distribution shall be distributed in
approximately equal annual installments as soon as practicable after the first
anniversary of the date that the first distribution was due to be distributed.
References in this Plan to distributions of "approximately equal annual
installments" shall mean a distribution each year of a fraction of the then-
undistributed account balance of a deferral account, where the numerator of the
fraction shall be 1, and the denominator shall be the number of installments
remaining to be distributed from that deferral account under the Plan (including
the installment which is the subject of the calculation).
8. Unfunded Plan.
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(a) Plan Unfunded. Nothing in this Plan shall be interpreted or
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construed to require Bell Atlantic in any manner to fund any obligation to the
employees participating in this Plan, or their beneficiaries. Nothing contained
in the Plan or in any trust agreement governing any grantor trust that refers to
the Plan, and no action taken under the Plan or any such grantor trust shall
create, or be construed to create, a "trust" (as that term is construed under
Title I of the Employee Retirement Income Security Act of ERISA) or a trust in
which the portion of the
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 9
trust assets held for the account of a Bell Atlantic company as co-grantor is
exempt from the claims of the general creditors of such co-grantor in the event
of such co-grantor's bankruptcy or insolvency. Any assets which may be
accumulated by any Participating Company in order to meet its obligations under
this Plan shall for all purposes continue to be a part of the general assets of
such Participating Company. To the extent that any employee or beneficiary
acquires a right to receive distributions under this Plan for which any
Participating Company is ultimately liable, such rights shall be no greater than
the rights of any unsecured general creditor of the applicable Participating
Company.
(b) Contributions to Grantor Trust. In the event that Bell Atlantic,
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or the officer or officers who have been delegated the appropriate authority by
the Board, determine that it would be desirable to set aside assets in one or
more grantor trusts, in an amount (the "Grantor Amount") which shall be equal to
the accumulated benefit obligations of all Bell Atlantic companies to
participants under the one or more plans covered by such grantor trust or
trusts, each Participating Company shall contribute, in the manner and in the
amount then prescribed by Bell Atlantic or its delegated agents, its allocated
share of the Grantor Amount.
(c) Allocation of Accrued Cost and Disbursements. On and after
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January 1, 1989, the Plan Administrator, with the advice of the officers of Bell
Atlantic who have responsibility for legal, treasury and accounting matters,
shall have authority to establish and maintain cost allocation guidelines which
shall govern the allocation of accrued expenses under the Plan for financial
accounting purposes, and the allocation of any amounts by which Participating
Companies are obligated to reimburse any another Participating Company for
disbursements and other expenditures under the Plan. Such guidelines shall, if
established, allocate to each Participating Company its reasonable and
appropriate share of the direct benefit cost (and any associated administrative
cost) of the Plan.
(d) Participating Companies as Co-Grantors of Grantor Trusts. In the
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event, and in each and every instance, that Bell Atlantic elects in its sole
discretion to transfer assets to one or more grantor trusts, each Participating
Company shall promptly reimburse Bell Atlantic in an amount equal to such
company's allocated share of the amount transferred.
(e) No Voting or Cash Dividend Rights on Phantom Shares. Shares of
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phantom stock held in deferral accounts under this Plan shall neither entitle
the employee to vote the shares nor to receive dividends in cash. In lieu of
cash dividends, shares of phantom stock shall be credited with phantom dividends
which shall be converted to dividend reinvestment phantom shares as described
elsewhere herein.
9. Administration; Amendment and Termination.
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(a) Plan Administrator. The Vice President - Compensation and
------------------
Benefits of Bell Atlantic Network Services, Inc. shall have the authority and
responsibility to act as "Plan Administrator" (as that term is used in this
Plan), including, without limitation, the authority and responsibility to
distribute summary descriptions of the Plan, notify employees of their rights to
defer awards, receive deferral election forms and beneficiary designations,
calculate balances of deferral accounts and the amount of distributions from the
Plan. The Plan Administrator, with the advice of counsel, shall have the right
to respond to and decide any claims or disputes under the Plan and to interpret
the Plan, subject to the ultimate authority of the HRC to review any appeal from
any such claim or interpretation. In the event of any such appeal, the action of
the HRC shall be final and binding. In the event that there is no person
occupying the position of Vice President - Compensation and Benefits of Bell
Atlantic Network Services, Inc., the
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Bell Atlantic Deferred Compensatin Plan (1/1/97 Restatement) Page 10
Plan Administrator shall be the most senior executive of the Human Resources
organization of Bell Atlantic.
(b) Amendment and Termination of Plan. The HRC may at any time amend
---------------------------------
or modify the Plan, or terminate the Plan.
(c) Administrative Modifications; Authority to Deny Reinvestment
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Requests Which Would Result in Short-Swing Profits. The Plan Administrator, with
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advice of counsel, may make administrative modifications to the Plan to comply
with changes in applicable law or to ensure effective and consistent
administration of the Plan; provided, however, that the Plan Administrator shall
not have the authority to amend the Plan in any manner which alters the amount
of compensation or benefits provided by the Plan. Notwithstanding any other
provision of this Plan, the Plan Administrator shall have the authority (1) to
adopt amendments to the Plan which that officer determines, with the advice of
counsel, are necessary or appropriate to ensure that transactions under the Plan
are exempt, to the maximum extent practicable, from the short-swing trading
provisions of Section 16(b) of the Securities Exchange Act, and (2) to refuse
any investment redirection request by an officer who is subject to the reporting
obligations of Section 16 of the Securities Exchange Act of 1934 if the Plan
Administrator determines with the advice of counsel that fulfilling the
investment redirection request of such officer would cause the officer to have
engaged in matching purchase and sale transactions which give rise to a short-
swing profit which the officer would have a legal obligation to disgorge to the
Corporation.
(d) Authority of Plan Administrator to Determine and Withhold Taxes.
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The Plan Administrator shall have full authority, with or without the consent of
a plan participant, to withhold from any compensation being deferred under this
Plan any applicable taxes (including without limitation any FICA taxes, and any
income taxes occasioned by the withholding of FICA taxes). The Plan
Administrator shall furthermore have full authority to determine whether and to
what extent any FICA taxes may be applicable to earnings on any deferral
accounts under the Plan and, in the event that any such taxes are applicable, to
withhold the taxes attributable to the unfunded deferral account from an
employee's other income from any and all other sources. At the time of
distribution of deferral account balances to any employee or beneficiary, the
Plan Administrator shall have the authority to withhold all applicable taxes
from the distribution, with or without the consent of the employee or
beneficiary.
(e) Scope of Amendments and Modifications. A Plan amendment or
-------------------------------------
modification under Section 9(b) or (c) may affect both those employees who are
participating in the Plan at the time of the amendment or modification as well
as future participants. Any such amendment or modification, and any Plan
termination, shall not adversely affect the rights of any employee (or
beneficiary, in the case of a deceased employee), without his or her consent, to
any benefit under the Plan to which such employee (or beneficiary) may have
previously become entitled prior to the effective date of such change or
termination.
(f) No Forfeiture of Benefits. Each employee for whom one or more
-------------------------
deferral accounts is established under this Plan shall at all times have the
fully vested right to receive one or more distributions from such accounts at
the times and in the manner stated under this Plan, and such accounts shall
under no circumstances be subject to forfeiture. The rights of an employee to
the balance of any deferral account under this Plan shall not, however, be
assignable or subject to alienation. The value of deferral accounts which are
based on phantom shares is expected to fluctuate, and there is no guarantee in
any respect that the value of any such account balance shall be free from a
decline in value from time to time.
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Bell Atlantic Deferred Compensation Plan (1/1/97 Restatement) Page 11
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