MEDIAONE GROUP
EXECUTIVE FINANCIAL COUNSELING PLAN
ARTICLE I
PURPOSE
The MediaOne Group Executive Financial Counseling Plan (the "Plan") has
been established by MediaOne Group, Inc. to provide certain officers and
executives of MediaOne Group, Inc. and its subsidiaries (the "Company") with
the opportunity to understand more fully and maximize the value of the
compensation and benefits they receive from the Company through comprehensive
financial counseling and related services.
ARTICLE II
DEFINITIONS
2.1 "CAUSE" shall mean (unless another definition is agreed to in
writing by MediaOne Group, Inc. and the Participant) termination by the
Company because of (a) the Participant's willful and continued failure to
substantially perform his or her duties (other than any such failure
resulting from the Participant's incapacity due to physical or mental
impairment) after a written demand for substantial performance is delivered
to the Participant by the Company, which demand specifically identifies the
manner in which the Company believes the Participant has not substantially
performed his or her duties, (b) the willful conduct of the Participant which
is demonstrably and materially injurious to the Company, monetarily or
otherwise, or (c) the conviction of the Participant for a felony by a court
of competent jurisdiction.
2.2 "COMMITTEE" shall mean the Human Resources Committee of the
MediaOne Group, Inc. Board of Directors, its delegate, or any other person
the MediaOne Group, Inc. Board may designate from time to time.
2.3 "COMPANY" shall mean MediaOne Group, Inc., its subsidiaries,
affiliates and any successors thereof.
2.4 "CONSULTANT" shall mean a firm or individual that is a professional
provider of financial counseling and related services.
2.5 "PARTICIPANT" shall mean those individuals of the Company selected
to participate in the Plan as set forth in Article III.
2.6 "PLAN" shall mean the MediaOne Group Executive Financial Counseling
Plan.
2.7 "PLAN YEAR" shall mean the year beginning on July 1 and ending on
June 30.
2.8 "PREFERRED PROVIDER" shall mean a Consultant with whom MediaOne
Group, Inc. has entered into an agreement for such Consultant to provide
Services at a negotiated fee for those Participants who so elect to receive
their Services.
2.9 "RETIREMENT" shall mean, for any Participant, that such Participant
has retired from the Company and currently is eligible to receive a service
pension benefit under the MediaOne Group Pension Plan or a pension benefit
under any individually negotiated, custom written agreement or arrangement
executed by a duly authorized representative of MediaOne Group, Inc. and the
Participant.
2.10 "SERVICES" shall mean financial counseling and related services
provided to a Participant by a Consultant, including without limitation,
estate planning, insurance planning, retirement planning, and tax planning
and preparation, except that Services shall not include services provided in
connection with a tax audit.
ARTICLE III
ELIGIBILITY
3.1 ELIGIBILITY CRITERIA. Eligibility for participation in the Plan
shall be limited to (i) the Chief Executive Officer of MediaOne Group, Inc.;
(ii) Band I officers of the Company; and (iii) such other Company officers
and/or executives selected to participate in the Plan by the Committee or its
delegate. Except as provided in Section 3.2, individuals who are eligible to
participate in the Plan on any day during a Plan Year shall be eligible for
the full financial counseling allowance provided under the Plan for such Plan
Year as set forth in Article IV.
3.2 DISCONTINUANCE OF EMPLOYMENT; INELIGIBILITY. A Participant who
ceases to meet the eligibility criteria for participation in the Plan during
any Plan Year as set forth in Section 3.1 due to the Participant's
discontinuance of employment with the Company (other than for Cause) or
change of position within the Company shall continue to be eligible to
participate in the Plan or, within the sole discretion of the Committee, to
receive a payment equal to the value of such continued participation, for the
remainder of the Plan Year and for such additional period, if any, as
provided by written agreement between the Participant and the Company. If a
Participant's employment with the Company terminates for Cause, such
Participant's participation in the Plan shall cease immediately.
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3.3 RETIREMENT. A Participant who ceases to meet the eligibility
criteria for participation in the Plan during any Plan Year as set forth in
Section 3.1 due to Retirement shall be eligible to participate in the Plan
or, within the sole discretion of the Committee, to receive a payment equal
to the value of such continued participation, for an additional Plan Year in
addition to, and immediately following, the continued eligibility for
participation set forth in Section 3.2.
ARTICLE IV
FINANCIAL COUNSELING ALLOWANCE
4.1 CHIEF EXECUTIVE OFFICER AND BAND I OFFICERS OF THE COMPANY. The
Chief Executive Officer and each Band I officer of the Company shall be
entitled to receive a benefit equal to 100 percent of the cost of Services
incurred by the Participant during any Plan Year, whether or not provided by
a Preferred Provider, up to such amount as may be determined by the Committee
or its delegate from time to time.
4.2 OTHER PARTICIPANTS. Any other Participant shall be entitled to
receive Services from a Consultant during any Plan Year. If such Consultant
is a Preferred Provider, MediaOne Group, Inc. shall pay to such Preferred
Provider a flat fee for Services provided during the Plan Year in such amount
as may be negotiated by MediaOne Group, Inc. and approved by the Committee or
its delegate from time to time. Alternatively, each such Participant shall
be entitled to receive, upon submission of invoice to MediaOne Group, Inc.,
reimbursement in an amount equal to 75 percent of the cost of Services
provided by any Consultants other than a Preferred Provider, up to a total of
$4,500, incurred by the Participant during any Plan Year. If a Participant
submits invoices for reimbursement under the Plan for Services from any
Consultants other than a Preferred Provider at any time during the Plan Year,
the total benefit payable for Services provided to such Participant for the
Plan Year shall not exceed $4,500 in the aggregate.
4.3 PREFERRED PROVIDER. If a Participant other than the Chief
Executive Officer or a Band I officer of the Company elects to receive
Services from a Preferred Provider, such Participant will be deemed to have
received a benefit for each quarter of a Plan Year (or part thereof) in which
the Participant maintains a relationship with such Preferred Provider,
regardless of the amount of Services actually provided to the Participant.
The value of such benefit to the Participant shall be equal to the fee paid
by MediaOne Group, Inc. to the Preferred Provider, the amount of which shall
be negotiated by MediaOne Group, Inc. and approved by the Committee or its
delegate from time to time. A Participant may discontinue his or her
relationship with a Preferred Provider at any time, effective upon the
expiration of the current quarter of the Plan Year, by providing written
notice to MediaOne Group, Inc. and the Preferred Provider.
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ARTICLE V
ARBITRATION
5.1 SCOPE OF ARBITRATION. Any claim, controversy or dispute between a
Participant and the Company, whether sounding in contract, statute, tort,
fraud, misrepresentation, discrimination or any other legal theory,
including, but not limited to, disputes relating to the interpretation of
this Plan; claims under Title VII of the Civil Rights Act of 1964, as
amended; claims under the Civil Rights Act of 1991; claims under the Age
Discrimination in Employment Act of 1967, as amended; claims under 42 U.S.C.
Section 1981, Section 1981a, Section 1983, Section 1985, or Section 1988;
claims under the Family and Medical Leave Act of 1993; claims under the
Americans with Disabilities Act of 1990, as amended; claims under the Fair
Labor Standards Act of 1938, as amended; claims under the Employee Retirement
Income Security Act of 1974, as amended; claims under the Colorado
Anti-Discrimination Act; or claims under any other similar federal, state or
local law or regulation, whenever brought, shall be resolved by arbitration.
The only legal claims between Participant and the Company that are not
included for arbitration within this Plan are claims by Participant for
workers' compensation or unemployment compensation benefits and/or claims for
benefits under any Company benefit plan, if the plan does not provide for
arbitration of such disputes. IN CONSIDERATION OF ANY BENEFIT PROVIDED TO A
PARTICIPANT UNDER THE TERMS OF THIS PLAN, SUCH PARTICIPANT VOLUNTARILY,
KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHT HE OR SHE MAY OTHERWISE HAVE TO
SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO A JURY TRIAL
AND THE RIGHT TO RECOVER PUNITIVE DAMAGES ON ANY COMMON LAW AND/OR CONTRACT
CLAIMS. The Federal Arbitration Act, 9 U.S.C. Sections 1-16 ("FAA") shall
govern the arbitrability of all claims, provided that they are enforceable
under the FAA, as it may be amended from time to time. In the event the FAA
does not govern, the Colorado Uniform Arbitration Act shall apply.
Additionally, the substantive law of Colorado, to the extent it is consistent
with the terms stated in this Plan for arbitration, shall apply to any common
law claims. This arbitration provision supersedes any other arbitration
agreement between Participant and the Company to the extent they are
inconsistent.
5.2 ARBITRATION PROCEEDINGS. A single arbitrator engaged in the practice
of law shall conduct the arbitration under the applicable rules and procedures
of the American Arbitration Association ("AAA"). Any dispute that relates
directly or indirectly to Participant's employment with the Company or to the
termination of Participant's employment will be conducted under the AAA
Employment Dispute Resolution Rules, effective November 1993. The arbitrator
shall be chosen from a state other than Participant's state of residence and
other than Colorado. Other than as set forth herein, the arbitrator shall have
no authority to add to, detract from, change, amend, or modify existing law.
All arbitration proceedings, including without limitation, settlements and
awards, under this Plan will be confidential. The parties shall share equally
the hourly fees of the arbitrator. The Company shall pay the expenses (such as
travel and lodging) of the arbitrator. The prevailing party in any arbitration
may be entitled to receive reasonable attorneys' fees. The arbitrator's decision
and award shall be final and binding,
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as to all claims that were, or could have been, raised in the arbitration,
and judgment upon the award rendered by the arbitrator may be entered to any
court having jurisdiction thereof. 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.
5.3 REFORMATION. If any provision of this Article V is held by any
arbitrator or court of competent jurisdiction to be enforceable only if such
provision is modified in scope, then the Company and the Participant shall
consider such provision to be so amended and modified to comply with such
determination or order. All other terms and provisions of the Plan shall
remain in full force and effect as originally written or modified pursuant to
Section 6.6.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 COSTS AND EXPENSES. The costs and expenses of administering the
Plan shall be borne by MediaOne Group, Inc. and shall not be charged against
any Participant or the Plan benefit of any Participant.
6.2 RESPONSIBILITY LIMIT OF THE COMPANY. The Company shall not be
responsible or otherwise held liable for any advice or any other Service or
other matters whatsoever provided or not provided to a Participant by any
Consultant, whether or not a Preferred Provider, or for failure of a
Consultant to provide any such Service, advice or other matter or for any
loss or other loss experienced by any Participant or by any other party as a
result of any such advice or service. To the extent the Company is held so
liable, the Company shall be indemnified in full by any Consultant involved
in any way with the matter giving rise to the liability.
6.3 INALIENABILITY OF BENEFITS. A Participant's right to benefits
under the Plan are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by
creditors of the Participant or the Participant's beneficiary.
6.4 TAXATION. The Company shall have the right to deduct from a
Participant's regular salary any federal, state or local income and
employment taxes that it is required by law to withhold.
6.5 EFFECT ON EMPLOYMENT. Nothing contained in this Plan or any
related agreement or other related documentation shall affect, or be
construed as affecting, the terms of employment of any Participant. Nothing
contained in this Plan or any related
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agreement shall impose, or be construed as imposing, any obligation on the
Company to continue the employment of any Participant or any Participant to
remain in the employ of the Company or alter the "at will" nature of any
Participant's employment.
6.6 AMENDMENT OR TERMINATION OF PLAN. The Committee or its delegate
shall have the right to amend, modify, suspend or terminate this Plan at any
time for any reason and without prior notice to Participants.
6.7 ADMINISTRATION. The Plan shall be administered and interpreted by
the Committee, which may adopt such rules, regulations and guidelines as it
determines necessary for the administration of the Plan. The Committee may
delegate to one or more of its members, or to one or more other agents, such
duties as it may deem advisable, and the Committee or any person to whom it
has delegated such duties may employ one or more persons to render advice on
any responsibility that the Committee or such person or any Participant may
have under the Plan. The Company shall indemnify members of the Committee
and any agent of the Committee who is also an employee of the Company against
any and all liabilities or expenses to which they may be subject by reason of
any act or failure to act with respect to their duties on behalf of the Plan,
except in circumstances involving gross negligence or willful misconduct.
6.8 GOVERNING LAW. This Plan and actions taken in connection with this
Plan shall be governed and construed in accordance with the laws of the State
of Colorado.
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TABLE OF CONTENTS
Page
ARTICLE I PURPOSE 1
ARTICLE II DEFINITIONS 1
ARTICLE III ELIGIBILITY 2
Section 3.1 Eligibility Criteria 2
Section 3.2 Discontinuance of Employment; Ineligibility 2
Section 3.3 Retirement 2
ARTICLE IV FINANCIAL COUNSELING ALLOWANCE 3
Section 4.1 Chief Executive Officer and Bank I Officers
of the Company 3
Section 4.2 Other Participants 3
Section 4.3 Preferred Provider 3
ARTICLE V ARBITRATION 4
Section 5.1 Scope of Arbitration 4
Section 5.2 Arbitration Proceedings 4
Section 5.3 Reformation 5
ARTICLE VI MISCELLANEOUS
Section 6.1 Costs and Expenses 5
Section 6.2 Responsibility Limit of the Company 5
Section 6.3 Inalienability of Benefits 5
Section 6.4 Taxation 5
Section 6.5 Effect on Employment 5
Section 6.6 Amendment or Termination 6
Section 6.7 Administration 6
Section 6.8 Governing Law 6
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