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Exhibit 10v
U S WEST, INC.
RESTRICTED STOCK AGREEMENT
Grant #
THIS AGREEMENT is entered into as of [date] between U S WEST, Inc. (the
"Company") and [Grantee Name] (the "Grantee").
RECITAL
Pursuant to the U S WEST, Inc. 1994 Stock Plan (the "Plan"), the Human
Resources Committee of the Board of Directors (the "Committee") has granted to
the Grantee on [Date], as a matter of separate inducement in connection with
his/her engagement with the Company or a Related Entity, and not in lieu of
salary or other compensation for his/her services, restricted shares of Common
Stock ("Restricted Stock") issued by the Company on the terms and conditions
set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants set
forth herein and other good and valuable consideration, the parties hereto
agree as follows:
1. Grant of Restricted Stock. On the terms and conditions set forth
herein, the Company hereby grants to the Grantee an aggregate of [No. Shares]
shares of Restricted Stock. The Restricted Stock is granted pursuant to the
Plan, the terms of which are incorporated by reference and apply to this
Agreement as if they were set forth herein. Terms used in this Agreement and
not otherwise defined shall have the meanings ascribed to them in the Plan.
2. Restricted Period. The Restricted Stock shall become Vested in
accordance with the following schedule and is herein called the "Restricted
Period." Except as set forth below, the Restricted Stock shall not become
Vested before the expiration of the Restricted Period, regardless of the
circumstances under which the Grantee's employment is terminated, and the
Restricted Stock shall consequently remain subject to forfeiture during the
Restricted Period.
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Restricted Period
[Term of Restriction]
(i) Death. In the event of the death of the Grantee, the
Restricted Stock shall no longer be subject to any restriction and shall be
immediately Vested.
(ii) Disability. If the Grantee's employment with the Company
or a Related Entity is terminated because of Disability, the Restricted Stock
shall no longer be subject to any restriction and shall be immediately Vested.
(iii) Other Termination. If the Grantee's employment with the
Company or a Related Entity is terminated for any reason other than for death
or Disability, the Restricted Stock shall be forfeited unless the Committee, in
its sole discretion, determines that such Restricted Stock is then Vested or
sets alternative terms on which such Restricted Stock may become Vested.
(iv) Change of Control. Upon the occurrence of a Change of
Control, the Restricted Stock shall no longer be subject to any restriction and
shall be immediately Vested.
3. Custody; Voting and Dividends. The Company shall hold the
Restricted Stock in an account on behalf of the Grantee. The Grantee shall
execute and return the attached stock power in favor of the Company, to be
exercised by the Company only in the case of the forfeiture or other return of
the Restricted Stock to the Company as provided herein. The Grantee shall
receive such dividends as may be declared on such Restricted Stock, and shall
be entitled to voting privileges associated with such Restricted Stock.
4. Non-Transferability of Restricted Stock. The Restricted Stock is
not transferable other than by will or the laws of descent and distribution.
The Restricted Stock shall not be otherwise transferred or assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law
or otherwise, and shall not be subject to execution, attachment or similar
process, it being understood that the Restricted Stock shall not be assignable
or transferable pursuant to a domestic relations order. Upon any attempt to
transfer the Restricted
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Stock other than by will or the laws of descent and distribution, or to assign,
pledge, hypothecate or otherwise dispose of the Restricted Stock, or upon the
levy of any execution, attachment or similar process upon the Restricted Stock,
the Restricted Stock shall immediately be canceled.
5. Decisions of Committee. Any decision, interpretation or other
action made or taken in good faith by the Committee arising out of or in
connection with the Plan or the Restricted Stock shall be final, binding and
conclusive on the Company and the Grantee and any respective heir, executor,
administrator, successor or assign.
6. Arbitration. In consideration of the grant of the Restricted
Stock, the Grantee agrees that any dispute that may arise directly or
indirectly in connection with the Plan, the Restricted Stock, the Grantee's
employment or the termination of the Grantee's employment, whether arising in
contract, statute, tort, fraud, misrepresentation, or other legal theory, shall
be determined solely by arbitration in Denver, Colorado under the rules of the
American Arbitration Association. The only legal claims between the Grantee,
on the one hand, and the Company or any Related Entity, on the other, that are
not included in this agreement to arbitration are claims by the Grantee for
workers' compensation or unemployment compensation benefits, and claims for
benefits under a Company or Related Entity benefit plan if the plan does not
provide for arbitration of such disputes. Any claim with respect to the Plan,
the Restricted Stock, the Grantee's employment, or the termination of the
Grantee's employment, must be established by a preponderance of the evidence
submitted to the impartial arbitrator. A single arbitrator engaged in the
practice of law shall conduct the arbitration under the then current procedures
of the American Arbitration Association (the "AAA") and under the AAA's then
current Model Employment Arbitration Rules. The arbitrator shall have the
authority to order a pre-hearing exchange of information by the parties
including, without limitation, production of requested documents, and
examination by deposition of parties and their authorized agents. Each party
shall bear its own costs and attorneys' fees, and the parties shall share
equally the fees and expenses of the arbitrator, provided, however, that
notwithstanding the foregoing, the arbitrator shall have the authority to award
the prevailing party damages incurred as a result of any breach, costs,
reasonable attorneys' fees incurred
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in connection with the arbitration, and direct that the non- prevailing party
pay the expenses of arbitration. The decision of the arbitrator (i) shall be
final and binding, (ii) shall be rendered within ninety (90) days after the
impanelment of the arbitrator, and (iii) shall be kept confidential by the
parties to such arbitration. The arbitration award may be enforced in any
court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. 1-15,
not state law, shall govern the arbitrability of all claims.
If any party hereto files a judicial or administrative action
asserting claims subject to this arbitration provision, and another party
successfully stays such action and/or compels arbitration of such claims, the
party filing said action shall pay the other party's costs and expenses
incurred in seeking such stay and/or compelling arbitration, including
reasonable attorneys' fees.
7. Performance for Competitors. Unless otherwise determined by the
Committee, in its sole discretion, or unless in compliance with the Company's
Outside Director Policy, as interpreted solely by the Company's Compliance
Committee, if at any time following the date hereof and before the Restricted
Stock is Vested the Grantee directly or indirectly receives payment for
services from, or is otherwise employed by, any person, firm or corporation in
competition with the Company or engaged in providing any services whatever that
are substantially the same as services provided by the Company, the Grantee
shall immediately forfeit all rights under the Restricted Stock to the extent
that such Restricted Stock is not Vested.
8. Miscellaneous.
(i) Notices. Any notice to be given to the Company shall be
personally delivered to or addressed to its Vice President, Human Resources,
and any notice to be given to the Grantee shall be addressed to him/her at the
address given beneath his/her signature below or such other address as the
Company reasonably believes to be his/her most current address. Any notice to
the Company is deemed given when received on behalf of the Company by the Vice
President, Human Resources, of the Company at 188 Inverness Drive West, Suite
800, Englewood, Colorado 80112. Any notice to the Grantee is deemed given when
personally
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delivered or enclosed in a properly sealed envelope addressed as aforesaid and
deposited, postage prepaid, in a post office or branch post office regularly
maintained by the United States Government.
(ii) Employment. The Company may terminate an employee's
employment at any time, with or without cause, unless the employment is covered
by separate conditions contained in a collective bargaining agreement or other
authorized written agreement, and nothing contained in this Agreement creates
or implies an employment contract or term of employment or any promise of
specific treatment upon which the Grantee may rely.
(iii) Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Colorado.
(iv) Amendments. The Company may at any time propose to amend
this Agreement, but any such alteration or amendment shall be effective only if
in writing, signed by a duly authorized officer of the Company and by the
Grantee.
IN WITNESS WHEREOF, the undersigned have hereunto executed this
Agreement as of the date first above written.
U S WEST, Inc. GRANTEE
By:---------------------------- ---------------------------------
[Grantee Name]
---------------------------------
Street Address
---------------------------------
City, State and Zip Code
---------------------------------
Social Security Number
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IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and
transfer to:
U S WEST, Inc.
84-0926774
(Tax Identification Number)
[No. shares] shares of the common stock of U S WEST, Inc. (the "Company")
represented by Grant Number [Grant No.], standing in the name of the
undersigned on the books of the Company.
The undersigned does (do) hereby irrevocably constitute and appoint the Senior
Vice President and Chief Human Resources Officer for the Company attorney to
transfer the said stock on the books of the Company, with full power of
substitution in the premises.
______________________________ Dated:_____________________
[Grantee Name]
______________________________ Dated:_____________________
IMPORTANT -- READ CAREFULLY: The signature(s) of this Stock Power must
correspond with the name(s) as written upon the face of the certificate(s) or
account(s) in every particular without alternation or enlargement or any change
whatever.