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Long Term Compensation Plan

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Title:

Long Term Compensation Plan

Entities:

Bottling Group LLC

Date:

2008

Size:

36KB total

Price:

$45

ID:

#3273154

► Plans ► Compensation ► Long-Term Compensation Plans

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CINGULAR WIRELESS

LONG TERM COMPENSATION PLAN

(As Amended and Restated

Effective as of November 1, 2007)

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.

?AT&T? means AT&T Inc.

?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.

?Cause? means willful and gross misconduct on the part of a Participant that is materially and demonstrably detrimental to the Company (or any subsidiary or affiliate of the Company) as determined by the Company in its sole discretion.

"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.

"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 AT&T 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 AT&T as of the Valuation Date 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 AT&T.

?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 of Employment, for retiree health coverage in accordance with the terms of the Company?s health plan (or the health plans of AT&T Inc. ("AT&T") or BellSouth Corporation ("BellSouth") with respect to certain Participants who transferred from BellSouth and AT&T to Cingular Wireless LLC ("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 retiree health coverage will be provided by either BellSouth or AT&T) all as determined by the Company?s health plan and the administrator of such plan, in its sole discretion, (2) a Participant (who is also a participant in the AT&T 2006 Incentive Plan) is considered by AT&T Inc. to be eligible for ?Retirement,? for purposes of the AT&T 2006 Incentive Plan or (3) 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 AT&T 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 AT&T.

?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.

?Shares? means shares of common stock of BellSouth or AT&T, 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 AT&T 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.

?Termination of Employment? means the event where the Participant is no longer an employee of the Company or of any Subsidiary or member of the Company?s controlled group of corporations or entities as determined by the Code.

?Valuation Date? shall mean the date on which the Valuation Price of each Restricted Stock Unit or Performance Stock Unit is determined.

?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.

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