MEDIAONE GROUP, INC.
EXECUTIVE SHORT-TERM INCENTIVE PLAN
SECTION 1
PURPOSE
The purpose of the MediaOne Group, Inc. Executive Short-Term Incentive Plan
(the "Plan") is to provide key executives of MediaOne Group, Inc. and its
subsidiaries (the "Company") with incentive compensation based upon the
achievement of established performance goals.
SECTION 2
ELIGIBILITY
Eligibility for the Plan is limited to the Chief Executive Officer of
MediaOne Group, Inc. ("CEO") and any individuals employed by the Company (at the
end of any calendar year) who appear in the Summary Compensation Table of the
Company's Proxy Statement to Shareholders for that year. The Human Resources and
Executive Development Committee of the MediaOne Group Board of Directors (the
"Committee") shall certify eligibility for participation. Individuals eligible
to participate in the Plan are herein called "Participants."
SECTION 3
AWARDS
Participants will be eligible to receive shares of a cash bonus pool
established annually, as described in Section 5, provided that the Committee
shall have the authority to reduce the share of any participant to the extent it
deems appropriate. Any such reduction of a participant's share will not result
in an increase of another participant's share.
SECTION 4
PERFORMANCE PERIODS
Each performance period ("Period") shall have duration of one calendar year,
commencing on January 1, and terminating on December 31.
SECTION 5
PERFORMANCE FORMULA
5.1 At the end of each Period the Committee will certify the amount of the
cash bonus pool pursuant to Section 5.2.
5.2 The cash bonus pool for any Period will be 0.50% (one-half of one
percent) of the Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) of MediaOne Group, Inc. and its consolidated subsidiaries, determined
on a proportionate basis (i.e., MediaOne Group's proportionate share of EBITDA
of nonconsolidated investments are included with the EBITDA of consolidated
investments) in accordance with the standards of the Financial Accounting
Standards Board, less any amount that the Committee deems appropriate.
5.3 The pool shares shall be allocated 30% to the CEO, and the remainder
shall be allocated pro rata among the other participants.. The Committee shall
have the authority to reduce any participant's share of the cash bonus pool to
the extent it deems appropriate. In determining the amount to be paid to a
participant for any Period, the Committee will consider a number of performance
factors, including, but
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not limited to, the Company's EBITDA, revenues, cash flow, customer and quality
indicators, and other relative operating and strategic results.
5.4 Shares of the cash bonus pool will be paid in the year following the
completion of the performance period.
SECTION 6
SPECIAL DISTRIBUTION RULES
6.1 CHANGE OF CONTROL. In the event of a Change of Control, as defined
below, this Plan will cease to apply, and those individuals who would have
participated in this Plan shall be entitled to such short-term incentive
compensation as the Committee (or the Board, in the case of the CEO) shall have
previously determined without regard to the provisions of this Plan.
For purposes of the Plan, a "Change of Control" shall mean any of the
following:
(i) Any "person" (as such term is used in Sections 13 (d) and 14 (d) (2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") is or
becomes a beneficial owner of (or otherwise has the authority to vote), directly
or indirectly, securities representing twenty percent (20%) or more of the total
voting power of all the Company's then outstanding voting securities, unless
through a transaction arranged by, or consummated with the prior approval of the
MediaOne Group Board of Directors;
(ii) Any period of two (2) consecutive calendar years during which there
shall cease to be a majority of the MediaOne Group Board of Directors comprised
as follows: individuals who at the beginning of such period constitute the Board
of Directors any new director(s) whose election by the Board of Directors or
nominations for election by the Company's shareholders was approved by a vote of
at least two-thirds ( 2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved;
(iii) the Company becomes a party to a merger, consolidation or Share
exchange in which either (i) the Company will not be the surviving corporation
or (ii) the Company will be the surviving corporation and any outstanding shares
of Common Stock of the Company will be converted into shares of any other
company (other than a reincorporation or the establishment of a holding company
involving no change of ownership of the Company) or other securities or cash or
other property (excluding payments made solely for fractional shares); or
(iv) Any other event that a majority of the MediaOne Group Board of
Directors, in its sole discretion, shall determine constitutes a Change of
Control.
6.2 SPECIAL CIRCUMSTANCES. If, prior to a distribution from the cash bonus
pool, a Participant (i) is discharged by the Company, (ii) is demoted, or (iii)
becomes associated with, employed by or renders services to, or owns a material
interest in any business that is competitive with the Company, the Committee
shall have the authority to (a) reduce or cancel payments that would otherwise
be paid from the cash bonus pool, (b) permit continued participation in the Plan
or an early distribution therefrom, or (c) any combination of the foregoing.
SECTION 7
MISCELLANEOUS PROVISIONS
7.1 ASSIGNMENT OR TRANSFER. No opportunity shall be assignable or
transferable by a participant.
7.2 COSTS AND EXPENSES. The costs and expenses of administering the Plan
shall be borne by the Company and shall not be charged against any participant.
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7.3 OTHER INCENTIVE PLANS. The adoption of the Plan does not preclude the
adoption by appropriate means of any other incentive plan for employees.
7.4 EFFECT ON EMPLOYMENT. Nothing contained in this Plan or any agreement
related hereto or referred to herein shall affect, or be construed as affecting,
the terms of employment of any participant except to the extent specifically
provided herein or therein. Nothing contained in this Plan or any agreement
related hereto or referred to herein shall impose, or be construed as imposing,
any obligation on (i) the Company to continue the employment of any participant
and (ii) any participant to remain in the employ of the Company.
7.5 TAXATION. The Company shall have the right to deduct from any award to
be paid under the Plan any federal, state or local taxes required by law to be
withheld with respect to such payment.
7.6 AMENDMENT OF PLAN. The MediaOne Group Board of Directors shall have the
right to suspend or terminate this Plan at any time and may amend or modify the
Plan prior to the beginning of any Period.
SECTION 8
PLAN ADMINISTRATION
8.1 COMMITTEE AUTHORITY DELEGATION. The Committee shall have full power to
administer and interpret the Plan and to establish rules for its administration.
The Committee may designate Company employees to act in its behalf to engage in
daily administration of the Plan. The Committee or its designee may administer
the Plan in all respects including the proration or adjustment of awards in the
case of retirements, terminations, entrance to or exit from a level of
management, changes in base salary, dismissal or death and other conditions as
appropriate.
8.2 GOVERNING LAW. The Plan shall be governed by the laws of the state of
Colorado and applicable federal law.
8.3 COMMITTEE RELIANCE. The Committee, in making any determination under or
referred to in the Plan shall be entitled to rely on opinions, reports or
statements of officers or employees of the Company and other entities and of
counsel, public accountants and other professional expert persons.
SECTION 9
CLAIMS AND APPEALS
9.1 COMMITTEE PROCEDURE. Claims and appeals will be processed in accordance
with the following procedures:
(a) Any claim under the Plan by a participant or any one claiming through a
participant shall be presented to the Committee.
(b) Any person whose claim under the Plan has been denied may, within sixty
(60) days after receipt of notice of denial, submit to the Committee a written
request for review of the decision denying the claim.
(c) The Committee shall determine conclusively for all parties all questions
arising in the administration of the Plan.
9.2 ARBITRATION. Any dispute that may arise in connection with this Plan
shall be determined solely by arbitration in Denver, Colorado under the rules of
the American Arbitration Association. Any claim with respect to any benefit
under this Plan must be established by a preponderance of the evidence submitted
to the impartial arbitrator. The arbitrator shall have the authority to award
the prevailing party damages incurred as a result of any breach, costs,
reasonable attorneys' fees incurred 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
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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. SS 1-15, not state law,
shall govern the arbitrability of all claims.
SECTION 10
ADOPTION OF THE PLAN
This Plan shall become effective on the date on which it is approved by
shareholders of MediaOne Group, Inc.
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