EXHIBIT 10ee
FORM OF
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of
the 27th day of October, 1998, by and between Bell Atlantic Corporation, its
successors and assigns ("Bell Atlantic"), and ___________., ___________ of Bell
Atlantic (the "Key Executive").
WHEREAS, Bell Atlantic and the Key Executive have entered into an
Employment Agreement dated as of June 1, 1998 (the "Agreement");
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger, dated
as of July 27, 1998, among Bell Atlantic, GTE Corporation ("GTE") and Beta Gamma
Corporation (the "Definitive Agreement"), Bell Atlantic contemplates a merger of
the Bell Atlantic and GTE businesses (the "Merger") on a date which is yet to be
decided (the "Closing Date");
WHEREAS, Bell Atlantic considers the Key Executive to be an employee
whose continuing services, leadership and support are and will be valuable,
especially during the period prior to the Closing Date; and
WHEREAS, Bell Atlantic wishes to amend the Agreement to provide an
additional incentive for the Key Executive to remain an Employee in Good
Standing during the period prior to the Closing Date;
NOW, THEREFORE, for good and valuable consideration, Bell Atlantic and
the Key Executive hereby agree as follows:
1. Certain Definitions. Terms which are defined in the Agreement shall
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have the same meaning in this Amendment.
2. Stay Bonus.
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(a) Closing of Merger. If the Merger occurs pursuant to the
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Definitive Agreement, and if the Key Executive has remained an Employee in Good
Standing of a Bell Atlantic Company from the date of this Amendment to the
Closing Date, then, not later than 30 calendar days following the Closing Date,
Bell Atlantic shall cause the Bell Atlantic Company which then employs the Key
Executive to pay the Key Executive a special bonus (a "Stay Bonus") consisting
of a single cash payment in an amount equal (before withholding of taxes) to 1.5
multiplied by the sum, as of the Closing Date, of (i) the Key Executive's annual
rate of base salary, and (ii) 50% of the Key Executive's maximum short-term
incentive under the STIP.
(b) Merger Plan is Terminated. If the Definitive Agreement is
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terminated without the Merger occurring, the Key Executive shall have no right
to receive the Stay Bonus or any portion of such bonus.
3. Termination of Employment.
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(a) Voluntary Resignation, Retirement, or Discharge for Cause. In the
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event that, prior to the Closing Date of the Merger, the Key Executive
voluntarily resigns or retires for any reason (except a constructive discharge),
or is discharged by a Bell Atlantic Company for cause, the Key Executive shall
forfeit any and all rights to receive the Stay Bonus.
(b) Involuntary Terminations. In the event that a Bell Atlantic
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Company discharges the Key Executive other than for cause, or the Key Executive
is constructively discharged, and the Merger subsequently occurs pursuant to the
Definitive Agreement, then the Key Executive shall be entitled to receive, as
liquidated damages (in addition to the damages provided for in Section 7(c) of
the Agreement), a single cash payment which shall be equal (before withholding
of taxes) to the Stay Bonus which would otherwise have become payable under
Section 2(a) of this Amendment, provided that such cash payment shall be
contingent upon the absence, at the time of payment, of any act by the Key
Executive that would constitute a material breach of the Agreement, and provided
further that the date of discharge shall be substituted for the Closing Date of
the Merger for purposes of calculating the dollar amount of such payment. Such
payment shall be made not later than 30 calendar days following the Closing
Date.
(c) Payment in Case of Death or Disability. In the event that the Key
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Executive dies, or terminates his employment on account of disability (within
the meaning of the applicable disability benefit plan in which the Key Executive
participates from time to time) on a date on which the Key Executive was an
Employee in Good Standing, and the Merger subsequently occurs pursuant to the
Definitive Agreement, Bell Atlantic shall cause the Key Executive's last
employing Bell Atlantic Company to pay the Key Executive, or the Key Executive's
estate in the event of death, a single cash payment which shall be equal (before
withholding of taxes) to the Stay Bonus multiplied by the following fraction:
the numerator shall be the number of days that have elapsed between the date of
this Amendment and the date of the Key Executive's death or disability, and the
denominator shall be the number of days that have elapsed between the date of
this Amendment and the Closing Date of the Merger. Such payment shall be made
not later than 30 calendar days following the Closing Date, substituting the
date of death or disability for the Closing Date for purposes of calculating the
dollar amount of the payment.
4. Deferrals under IDP. Amounts otherwise payable to the Key
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Executive under Sections 2 or 3 of this Amendment may be deferred under the IDP
or any successor plan in accordance with the terms of the IDP.
5. Business Discretion of Bell Atlantic. Nothing in this Amendment is
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intended to limit the discretion of any Bell Atlantic Company to take any action
with regard to the Merger which Bell Atlantic may consider appropriate,
including, without limitation, postponing the Closing Date or terminating the
Definitive Agreement.
6. Non-Benefit Bearing Payments. Any amount to be paid under Sections
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2 or 3 of this Amendment shall not be treated as compensation for purposes of
computing or determining any additional benefit payable under any savings plan,
insurance plan, pension plan, or other employee benefit plan maintained by any
Bell Atlantic Company.
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7. Effect on Agreement. Nothing in this Amendment is intended to
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override or supercede any of the provisions of the Agreement. The terms and
conditions of this Amendment shall be considered additional terms and conditions
of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
BELL ATLANTIC CORPORATION
By:
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Ivan Seidenberg
Chief Executive Officer
THE KEY EXECUTIVE
By:
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