Exhibit 99.1
CINGULAR WIRELESS
LONG TERM COMPENSATION PLAN
(As Amended and Restated
Effective as of January 1, 2005)
1.0 Purpose.
The purpose of the Cingular Wireless Long Term Compensation Plan (the
"Plan") is to provide Executives and Non-Executives with long term compensation
as set forth in the Plan and subject to additional objectives and requirements
that may be determined and set forth by the Administrator. The Plan, originally
effective January 1, 2002, was amended and restated in its entirety effective
January 1, 2003, and January 1, 2004, and is further amended and restated in its
entirety effective January 1, 2005 as set forth herein.
2.0 Definitions.
Each term set forth in this Section 2.0 shall have the respective
meaning set forth opposite such term for purposes of this Plan, and when the
defined meaning is intended the term is capitalized.
"Administrator" means the Board, the Compensation Committee, or the
Company Administrator, as applicable.
"Award" means a final award payable under Section 6.0 following
approval by the Administrator.
"BellSouth" means BellSouth Corporation.
"Beneficiary" means the person designated by an Executive to receive
any Award paid following the Executive's death as determined pursuant to Section
8.2.
"Board " means the Board of Directors of the Cingular Wireless
Corporation.
"Chief Executive Officer" means the Chief Executive Officer of the Company.
"Chief Financial Officer" means the Chief Financial Officer of the
Company.
"Chief Operating Officer" means the Chief Operating Officer of the
Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Compensation Committee" means a committee of the Board which satisfies
the requirement of Section 162(m)(4)(C)(i) of the Code and has responsibility
for oversight of the Company's compensation and benefits programs.
"Company" means Cingular Wireless LLC, a Delaware limited liability
company.
"Company Administrator" means the Chief Executive Officer or a person
designated by the Chief Executive Officer 1) to administer the Plan for
Executives other than the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer and Executives who are direct reports to the Chief
Executive Officer, the Chief Operating Officer and the Chief Financial Officer,
and 2) to administer the Plan for Non-Executives.
Exhibit 99.1
"Consolidated EBITDA" means consolidated earnings before interest,
taxes, depreciation and amortization for the Plan Year for which an Award based
on Performance Units or Performance Stock Units is paid, as determined through
the audited consolidated statement of income of the Company, adjusted to omit
the effects of extraordinary items, gain or loss on the disposal of a business
segment (other than provisions for operating losses or income during the
phase-out period), unusual or infrequently occurring events and transactions
that have been publicly disclosed and the cumulative effects of changes in
accounting principles, all as determined in accordance with generally accepted
accounting principles.
"Corporation" means Cingular Wireless Corporation, a Delaware
corporation.
"Covered Employee" means a Participant whom the Compensation Committee
deems may be or become a "covered employee," as defined in Section 162(m)(3) of
the Code, for any Plan Year that such Award may result in remuneration to the
Participant and for which Plan Year such Participant may receive remuneration
over $1 million which would not be deductible under Section 162(m) of the Code
but for the provisions of the Plan and any other "qualified performance-based
compensation" plan (as defined under Section 162(m) of the Code of the Company;
provided, however, that the Compensation Committee may determine that a
Participant has ceased to be a Covered Employee prior to payment of any Award.
"Disability" means being eligible for and approved for Long Term
Disability benefits under the Company's group long term disability plan for
employees.
"Dividend Equivalent Payments" means a cash payment equal to the
dividends paid on a common share of BellSouth or SBC stock during the
Performance Period. The Administrator shall determine when dividend equivalent
payments are to be paid.
"Executive" means any executive employee of the Company or any
Subsidiary who is a member of the executive compensation group under the
Company's compensation practices and who is identified by the Administrator, in
its sole discretion, as eligible to participate in the Plan, and is notified by
the Administrator that he is eligible to participate in the Plan.
"Fair Market Value" shall mean the closing price on the New York Stock
Exchange ("NYSE") for Shares on the relevant date, or if such date was not a
trading day, the next preceding trading date, all as determined by the
Administrator. A trading day is any day that the Shares are traded on the NYSE.
In lieu of the foregoing, the Administrator may select any other index or
measurement to determine the Fair Market Value of the Shares under the Plan.
"Grant or Grants" means a grant of Performance Units, Performance Stock
Units, Restricted Stock Units or SA Units to a Participant from the
Administrator pursuant to the provisions of Section 6.0 of the Plan.
"Non-Executive" means any employee that is not a member of the
executive compensation group under the Company's compensation practices and who
is identified by the Administrator , in its sole discretion, as eligible to
participate and who is notified by the Administrator that his is an eligible
participant in the Plan.
"Participant" means any Executive or Non-Executive who is eligible to
participate in this Plan as determined by the Administrator and is notified in
writing by the Administrator that he is eligible to participate in the plan.
Individuals classified, according to the Company's personnel or other records,
as leased employees, independent contractor, temporary agency employees or
temporary employees shall not be eligible to participate in the Plan, even if
they are deemed to be common law employees.
"Performance Stock Units" or "PS Units" shall mean units granted to
Participants with the value of each unit determined by the stock prices of a
Share of common stock of BellSouth and SBC as of the Valuation Date
Exhibit 99.1
pursuant to Section 6.1 of the Plan. Each Performance Stock Unit shall be
eligible to receive Dividend Equivalent Payments as determined by the
Administrator. Performance Stock Units do not have any ownership or voting
rights related to the underlying Shares of common stock of BellSouth or SBC.
"Performance Units" shall mean cash units awarded to Participants
pursuant to this Plan.
"Plan" means this Cingular Wireless Long Term Incentive Plan, as
amended from time to time.
"Plan Year" means the calendar year.
"Retirement" means the termination of employment for reasons other than
Death or Disability, on or after the date on which (1) the Participant is first
eligible, upon termination employment, for retiree health coverage in accordance
with the terms of the Company's health plan (or the health plans of SBC or
BellSouth with respect to certain Participants who transferred from BellSouth
and SBC to Cingular as part of the formation of Cingular and met certain age and
service requirements at the time of their contribution to Cingular and whose
retire health coverage will be provided by either BellSouth or SBC) all as
determined by the Company's health plan and the Administrator, in its sole
discretion or (2) the Participant is eligible to retire under any other
guidelines established by the Administrator.
"Restricted Stock Units" or "RS Units" shall mean units granted to
Participants with the value of each unit determined by the stock prices of a
Share of common stock of BellSouth and SBC as of the Valuation Date pursuant to
Section 6.3 of the Plan. Each Restricted Stock Unit shall be eligible to receive
Dividend Equivalent Payments as determined by the Administrator. Restricted
Stock Units do not have any ownership or voting rights related to the underlying
Shares of common stock of BellSouth or SBC.
"SA Units" or "Stock Appreciation Units" shall mean the stock
appreciation units granted to Participants pursuant to Section 6.2 of the Plan.
"SA Unit Exercise Date" means the date on which exercise of a SA Unit
occurs under the Plan.
"SA Unit Exercise Price" means the Fair Market Value of a Share on the
SA Unit Exercise Date.
"SA Unit Grant Date" means the date on which a SA Unit is granted to a
Participant under the Plan.
"SA Unit Grant Price" means the Fair Market Value of a Share on the SA
Unit Grant Date.
"SBC" means SBC Communications, Inc.
"Shares" means shares of common stock of BellSouth or SBC, as
applicable, under Section 6.2 of the Plan. When granting Restricted Stock Units,
Performance Stock Units, or SA Units, the Administrator, in its discretion,
shall determine the percentage of each Performance Stock Unit, Restricted Stock
Unit or SA Unit that is attributable to BellSouth Shares and SBC Shares,
respectively.
"Subsidiary" means any corporation, joint venture or partnership in
which the Cingular Wireless owns directly or indirectly (i) with respect to a
corporation, stock possessing at least ten percent ( 10% ) of the total combined
voting power of all classes of stock in the corporation, or (ii) in the case of
a joint venture or partnership, a ten percent ( 10% ) or more interest in the
capital or profits of such joint venture or partnership.
"Valuation Date" shall mean the date on which the Valuation Price of
each Restricted Stock Unit or Performance Stock Unit is determined.
Exhibit 99.1
"Valuation Price" shall mean the value of each Restricted Stock Unit or
Performance Stock Unit based on the average of the closing prices on the New
York Stock Exchange ("NYSE") for Shares for the 10 trading days preceding the
Valuation Date. A trading day is any day that the Shares are traded on the NYSE.
In lieu of the foregoing, the Administrator may select any other 10 day trading
period to determine the value of each Restricted Stock Unit or Performance Stock
Unit.
3.0 Effective Date.
The Plan was originally effective beginning for Awards granted for the
2002 Plan Year. The Plan was amended and restated effective January 1, 2003 and
January 1, 2004, and further amended and restated as set forth herein effective
January 1, 2005 and shall remain in effect until terminated by the Board.
4.0 Administration.
This Plan shall be administered by the Board or Compensation Committee,
as applicable, for the Chief Executive Officer, the Chief Operating Officer, the
Chief Financial Officer and any Executive who is a direct report to the Chief
Executive Officer, the Chief Operating Officer, and the Chief Financial Officer.
The Plan shall be administered by the Company Administrator for all other
Executives and Non-Executives. The Administrator shall (a) determine who is an
eligible Participant under the Plan, (b) determine the number of Grants made
under the Plan to each Participant, (c) determine the Performance Goals (as
defined in Section 6.1(d) for determining Awards, (d) determine the terms and
conditions of all Grants under the Plan, (e) determine the Fair Market Value of
Shares, (f) approve and provide for payment for all Awards, (g) establish the
Valuation Date and the Valuation Price, (h) interpret the Plan, and (i) make all
other decisions relating to the operation of the Plan. The Administrator's
actions and determinations under the Plan shall be completely at its sole,
absolute and final discretion, and all such actions and determinations shall be
final and binding on all persons. No Administrator shall be personally liable
for any action, determination, or interpretation with respect to the Plan or
Awards. All Administrators shall be protected and indemnified by the Company, to
the fullest extent permitted by applicable law, in respect of any such action,
determination or interpretation. The Administrator may adopt such regulations
and guidelines as it deems are necessary or appropriate for the administration
of the Plan.
5.0 Eligibility.
Participants shall be eligible for Awards under this Plan. Executives
are not rendered ineligible by reason of being a member of the Board. The
Administrator may establish such additional rules for eligibility as it
determines are appropriate. The actual payment of an Award to any eligible
Participant shall be at the discretion of the Administrator as provided in
Sections 4.0, 6.3 and related sections of the Plan.
6.0 Grants and Payment of Awards
6.1 Performance Units or Performance Stock Units
(a) Grants of Performance Units or Performance Stock Units. Subject to the
terms of the Plan, Performance Units or Performance Stock Units may be granted
to Participants at any time and from time, as determined by the Administrator.
The Administrator shall have complete discretion in determining the number of
Performance Units or Performance Stock Units granted to each Participant and the
conditions for the receipt of an Award based on a Grant of Performance Units or
Performance Stock Units.
(b) Value of Performance Units or Performance Stock Units. A Performance
Unit shall be equal in value to a fixed dollar amount determined by the
Administrator. A Performance Stock Unit shall be equal in value to the Valuation
Price on the Valuation Date as determined by the Administrator. The Valuation
Price shall be used in
Exhibit 99.1
establishing the cash payment to be paid once the vesting requirements as
adopted by the Administrator have been satisfied.
(c) Performance Period. The Performance Period for Performance Units or
Performance Stock Units is the period over which the Performance Goals are
measured. The Performance Period shall be set by the Administrator for each
Grant; however, in no event shall a Grant have a Performance Period of less than
two Plan Years.
(d) Performance Goals. For each Grant of Performance Units or Performance
Stock Units, the Administrator shall establish performance objectives
("Performance Goals") for determining whether Awards based on Performance Units
or Performance Stock Units are payable. Performance Goals shall include payout
tables, formula or other any other standards determined by the Plan
Administrator, in its sole discretion, to be used in determining the extent to
which the Performance Goals are met and Awards are payable.
(e) Awards Based on Performance Units or Performance Stock Units. The
amount of any Award to be paid to an eligible Participant shall be determined by
the Administrator in its discretion as set forth in Section 4.0 based on the
attainment of Performance Goals, subject only to the limits of Section 6.1(f).
Awards shall be based on and payable for a Performance Period. All Awards for a
Performance Period determined by the Administrator under this Section 6.1 shall
be paid by the Company and its Subsidiaries in cash as soon as is practicable
following Administrator certification as provided in Section 6.1(g). Except as
otherwise determined by the Administrator, a Participant must be actively
employed by the Company on the last day of the last Plan Year of any Performance
Period and on the date of payment of any Award as a condition precedent to the
receipt of any Award. Participants not meeting this requirement will be
considered to have not met the requirements for receipt of the Award and shall
not be paid such Award. Notwithstanding this condition and requirement,
Participants who do not meet this condition due to Death, Retirement or
Disability, shall be entitled to the receipt of a pro-rated payment for the
Performance Period. No other partial or pro-rated payments are permitted under
the Plan. In the event of the Participant's death, any Award payable shall be
made to the Participant's Beneficiary, as governed by Section 7.2. The
Administrator shall have the sole discretion to determine the date on which
payments are made.
(f) Dividend Equivalent Payments related to Performance Stock Units.
Participants shall be eligible to receive Dividend Equivalent Payments for each
Performance Stock Unit that has been granted to a Participant. All Dividend
Equivalent Payments will be settled in cash. The Administrator shall have the
sole discretion to determine the date on which payments are made and sole
discretion to determine if the Dividend Equivalent Payments are subject to
Performance Goals.
(g) Application of Section 162(m) to Performance Units or Performance Stock
Units.
(1) In the event that the Company becomes subject to the requirements
of Section 162(m) of the Code, Awards payable to Covered Employees
after such time shall constitute "qualified performance-based
compensation" and shall be subject to the achievement of an overall
performance goal based on Consolidated EBITDA in order that payments
are deductible under Section 162(m) of the Code.
(2) In the event the Company becomes subject to the provisions of
Section 162(m) of the Code, Awards payable after such time to Covered
Employees shall only be payable under this Plan for a Plan Year if the
Company has positive Consolidated EBITDA for the Plan Year.
Furthermore, the maximum award that may be payable under this Plan for
a Plan Year (i) to a Covered Employee who is the Chief Executive
Officer for any part of the Plan Year, and (ii) to each other Covered
Employee will be (i) 0.5% and (ii) 0.3%, respectively, of Consolidated
EBITDA for the Plan Year. This resulting amount for any Plan Year shall
be the limit established for purposes of Section 162(m) of the Code,
and the actual amount paid to any Executive shall only be that amount,
if any, determined by the Administrator under Sections 6.1 and related
sections of the Plan.
Exhibit 99.1
(3) In the event that Awards payable to any Covered Employee become
subject to the limitations of Section 6.1(f)(2) above, the Compensation
Committee shall determine the maximum amounts that may be paid under
Section 6.1(f)(2) for the Plan Year to any Covered Employee and shall
certify that any Awards determined under Section 6.1 are within such
limits.
(g) Deferral of Awards Based on Performance Units or Performance Stock
Units. Payments may be subject to deferral under any deferral plan established
by the Company for this purpose, provided that in the event Section 162(m) is
applicable, any additional amounts credited to any Covered Employee under any
such deferral plan or program during the period of deferral shall be determined
based either on a reasonable rate of interest or on a specific investment or
deemed investment, including Company stock, as may be determined by the
Compensation Committee within the limits of the regulations under Section 162(m)
of the Code.
6.2 Stock Appreciation Units
(a) Grants of Stock Appreciation Units. Subject to the terms of the Plan,
Stock Appreciation Units may be granted to Participants at any time and from
time to time, as determined by the Administrator. The Administrator shall have
complete discretion in determining the number of SA Units awarded to each
Participant.
(b) Vesting of SA Units. Participants shall vest in SA Units according to
the vesting schedule adopted by the Administrator. In the event of a
Participant's Death, Retirement or Disability, all outstanding SA Units shall
become fully vested.
Exhibit 99.1
(c) Exercise of SA Units. Subject to subsection (d) below, SA Units, once
vested, shall be exercisable over the period established by the Administrator,
which period shall not exceed (10) years from the date the SA Units are granted.
(d) Lapse of SA Units.
(1) Termination of Employment. In the event of his termination of
employment with the Company for any reason, a Participant's vested SA
Units shall lapse at the end of the three month period following the
Participant's termination date or the remaining life of the SA Unit,
whichever is earlier. A terminated Participant's unvested options shall
lapse on his termination date. Any lapsed SA Units shall be void,
without value and unexercisable.
(2) Termination of Employment Due to Retirement, Death or Disability.
Notwithstanding the foregoing subsection, the vested SA Units of
Participant who terminates employment with the Company on account of
Death, Retirement or Disability shall lapse at the end of the five year
period following the Participant's Death, Retirement or Disability or
the remaining life of the SA Unit, whichever is earlier.
(e) Payment of Award at Exercise. Upon the exercise and settlement of a SA
Unit in accordance with the terms of this Plan and other requirements set forth
by the Administrator, the Participant shall receive a payment equal to the
excess, if any, of the SA Unit Exercise Price for the number of SA Units being
exercised at that time over the SA Unit Grant Price for such SA Units. Such
payment shall be made in cash. The Administrator shall have the sole discretion
to determine the date on which payments are made.
(f) Transferability During Lifetime. During the lifetime of a Participant
to whom SA Units have been granted, only the Participant (or such Participant's
legal representative) may exercise such Grant and receive payment of an Award.
No Grant of SA Units may be sold, assigned, transferred, exchanged, or otherwise
encumbered or made subject to any creditor's process, whether voluntary,
involuntary or by operation of law, and any attempt to do shall be of no effect.
(g) Transferability Upon Death. In the event of a Participant's death, all
of such person's outstanding SA Unit Grants will transfer to the maximum extent
permitted by law to such person's Beneficiary (subject to the provisions of
Section 7.2 of the Plan) subject to additional rules and restrictions that may
be adopted by the Administrator.
(h) Application of Section 162(m) on SA Units. In the event the Company
becomes subject to the provisions of Section 162(m) of the Code, Awards based on
SA Units shall constitute "qualified performance based compensation" and the
maximum Grant that may be made to a Covered Employee under the Plan for a Plan
Year is 750,000 SA Units.
Exhibit 99.1
6.3 Restricted Stock Units
(a) Grants of Restricted Stock Units. Subject to the terms of the Plan,
Restricted Stock Units may be granted to Participants at any time and from time
to time, as determined by the Administrator. The Administrator shall have
complete discretion in determining the number of RS Units awarded to each
Participant.
(b) Vesting of RS Units. Participants shall vest in RS Units according to
the vesting schedule adopted by the Administrator. The date on which the vesting
schedule is fulfilled shall be the Valuation Date.
(c) Value of RS Units. A Restricted Stock Unit shall be equal in value to
the Valuation Price on the Valuation Date as determined by the Administrator.
The Valuation Price shall be used in establishing the cash payment to be paid
once the vesting requirements as adopted by the Administrator have been
satisfied.
(d) Awards Based on Restricted Stock Units. Once the vesting requirement
adopted by the Administrator has been fulfilled, an Award shall be paid to an
eligible Participant based on the Valuation Price on the Valuation Date as
determined by the Administrator. All Awards shall be paid by the Company and its
Subsidiaries in cash as soon as is practicable following the Valuation Date.
Except as otherwise determined by the Administrator, a Participant must be
actively employed by the Company on the Valuation Date to receive an Award. Any
unvested Grant will be cancelled following separation of employment.
Notwithstanding this condition and requirement, Participants who do not meet
this condition due to Death, Retirement or Disability, shall be entitled to the
receipt of a pro-rated Award. In the event of the Participant's death, any Award
payable shall be made to the Participant's Beneficiary, as governed by Section
7.2. The Administrator shall have the sole discretion to determine the date on
which payments are made.
(e) Dividend Equivalent Payments related to Restricted Stock Units.
Participants shall be eligible to receive Dividend Equivalent Payments for each
unvested Restricted Stock Unit that has been granted to a Participant. All
Dividend Equivalent Payments will be settled in cash. The Administrator shall
have the sole discretion to determine the date on which payments are made.
(f) Maximum Grant. The maximum Grant of RS Units that can be made to a
Participant is 250,000 RS Units.
6.4 Complete Discretion. Notwithstanding any other provision in this Plan
or related documents, the Administrator shall, at all times, have the sole and
complete discretion to determine whether any Awards are to be paid under the
Plan, the amount of any such Awards and the recipient of any such Awards.
7.0 Miscellaneous Administrative Provisions.
7.1. Amendment and Termination. The Administrator shall have the unilateral
right to amend, modify, suspend or terminate the Plan at any time for any
reason; provided, that in the event Section 162(m) is applicable, approval by
shareholders shall be required as provided in the regulations under Section
162(m) of the Code for any amendment that would have the effect of changing the
class of employees eligible for consideration for Awards under Section 5.0,
materially changing the definition of Consolidated EBDITA, changing the formula
in Sections 6.1(f)(2) and 6.2(h) for determining the maximum amount of Grants or
Awards paid to any Executive or changing the provisions of Section 6.1(g)
regarding the credit of additional amounts on deferred Awards.
7.2. Beneficiary . A Participant may name, from time to time, any
beneficiary or beneficiaries (which may be named contingently or successively)
as his or her Beneficiary for purposes of the Plan. Each designation shall be on
a form prescribed by the Administrator, will be effective only when delivered to
the Company, and when effective will revoke all prior designations by the
Participant. If a Participant dies with no such beneficiary designation in
effect, or if the Administrator determines that there is any question about the
legal right of the designated beneficiary , such Participant's Beneficiary shall
be his or her estate. The Administrator shall set forth additional rules and
Exhibit 99.1
requirements regarding the rights of Beneficiaries to receive payment of an
Award or exercise a vested SA Unit following the Participant's death.
7.3. No Right to Awards. No person shall have any claim to receive a Grant
or to be paid an Award under the Plan and there is no obligation for uniformity
of treatment of eligible Participants under the Plan. The selection of a
Participant to receive Grants or be paid Awards and the amount and payment of
Awards rests completely in the absolute and final discretion of the
Administrator. The Administrator's discretion is limited only by the maximum
amount of a Grant or Award that it may pay as provided in Sections 6.1(f)(2) and
6.2(h), if applicable. Neither the existence of this maximum, nor any prior
practice by the Administrator as to the payment or amount of awards, creates an
obligation by the Committee to pay any award for any Plan Year or to pay an
award equal to the maximum or any other amount
7.4 No Right to Employment/Continued Service or Awards. The making of a
Grant or payment of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment or service of a Participant
and shall not lessen or affect the Company's or Subsidiary's right to terminate
the employment or service of such Participant. No Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of Awards.
The terms and conditions of Grants and Awards and the Administrator's
determinations and interpretations with respect thereto need not be the same
with respect to each Participant (whether or not such Participants are similarly
situated).
7.5. No Funding. This Plan shall be unfunded and no assets of the Company or
a Subsidiary shall be segregated for the purpose of paying any Awards.
7.6. Taxes or Deductions. The Company or any Subsidiary shall withhold from
any payment under the Plan such taxes as it deems are sufficient to cover any
withholding taxes that may become required with respect to such payment. The
Company or any Subsidiary shall have the right to require the payment to it of
any such taxes and require that any person furnish information deemed necessary
by such company to meet any tax reporting obligation before making any payment
under the Plan. The Company shall also withhold any other authorized or required
amounts or deductions.
7.7 Other Incentive Plans. Nothing in this Plan shall prevent the Company
and its subsidiaries from maintaining other incentive compensation plans
providing for the payment of incentive awards to employees, provided that the
requirements of Section 162(m), if applicable, are met by the Company in the
administration and operation of such other plans.
7.8 Company Benefit Plans. The terms of the Company's benefit plans shall
determine whether Awards are included as compensation or earnings under the
particular benefit plan.
7.9 Governing Law and Venue. This Plan and all related documents shall be
governed by the laws of the State of Georgia, without regard to the conflict of
laws provisions thereof (except to the extent provisions of federal law may be
applicable). Acceptance of a Grant shall be deemed to constitute consent to the
jurisdiction and venue of the Superior Court of Fulton County, Georgia and the
United States District Court for the Northern District of Georgia for all
purposes in connection with any suit, action, or other proceeding relating to
such Grant or a corresponding Award, including the enforcement of any rights
under this Plan or other document, and shall be deemed to constitute consent to
any process or notice of motion in connection with such proceeding being served
by certified or registered mail or personal service within or without the State
of Georgia, provided a reasonable time for appearance is allowed.