AT&T 10-K 2009
Documents found in this filing:
EXECUTIVE DEFERRED COMPENSATION PLAN
Amended and Restated Effective January 1, 2008
EXECUTIVE DEFERRED COMPENSATION PLAN
Background and Purpose
The AT&T Executive Deferred Compensation Plan was previously established to provide a plan of deferred compensation for certain executives of the Company who are classified as Officers and who contribute to the continued growth, development, and future business of the Company. From the time of its adoption through December 31, 1984, the Plan was named the “Bell System Senior Management Incentive Award Deferral Plan”. During the period from January 1, 1984 through December 31, 2004, the Plan was known as the “AT&T Senior Management Incentive Award Deferral Plan”. The name of the Plan was changed to “AT&T Executive Deferred Compensation Plan”, effective as of January 1, 2005, to reflect the broader classification of executive-level employees who became eligible to participate in the Plan as of that date.
The AT&T Executive Deferred Compensation Plan is a “nonqualified deferred compensation plan” as that term is defined in Code Section 409A(d)(1). The AT&T Deferred Compensation Plan is intended to constitute an “employee pension benefit plan” as defined in Section 3(2)(A) of ERISA that covers a select group of management or highly compensated employees.
The AT&T Executive Deferred Compensation Plan is amended and restated, as set forth herein, to (i) effective as of January 1, 2008, to incorporate a series of amendments that were previously adopted by the AT&T Corp. Board of Directors; and (ii) effective as of January 1, 2005, to make additional amendments, necessary for the AT&T Executive Deferred Compensation Plan to comply with the applicable provisions of Code Section 409A.
The AT&T Executive Deferred Compensation Plan, as amended and restated, provides for two distinct programs: (i) the “Grandfathered Deferral Program”; and (ii) the “Executive Deferral Program”. The Grandfathered Deferral Program incorporates all provisions, rights, and obligations, in effect as of December 31, 2004, and governs the deferral accounts (and any earnings thereon) associated with compensation deferred under the AT&T Executive Deferred Compensation Plan that was earned and vested by the respective Participants prior to January 1, 2005. The Grandfathered Deferral Program, and all accounts thereunder, is deemed to be a “grandfathered” nonqualified deferred compensation plan that is not subject to the requirements of Code Section 409A. The Executive Deferral Program applies to all deferred compensation under the Plan that was not earned and vested prior to January 1, 2005 (and any earnings thereon), and is subject the applicable provisions of Code Section 409A.
During the period from January 1, 2005 to December 31, 2008, the AT&T Executive Deferred Compensation Plan has been operated in good faith compliance with the provisions of Code Section 409A, Internal Revenue Service Notice 2005-1, the proposed Treasury Regulations for Code Section 409A, and the final Treasury Regulations for Code Section 409A, and any other generally applicable guidance published in the Internal Revenue Service Bulletin with an effective date prior to January 1, 2009.
Effective November 18, 2005, AT&T Corp. became a wholly-owned subsidiary of SBC Communications Inc. (now known as “AT&T Inc.”) pursuant to the Agreement and Plan of Merger dated as of January 30, 2005.
The following words and phrases, as used in this plan document, shall have the meanings set forth below unless a clearly different meaning is required by the context in which the word or phrase is used.
Grandfathered Deferral Program
U.S. Treasury Note rate for the prior calendar quarter, plus two percent (2%).
Executive Deferral Program
3.3 Deferral Elections.
Notwithstanding the preceding provisions of this Section 3.3(c), the Administrator (or his or her designee) may, in his or her sole discretion, require that a deferral election with respect to an Eligible Executive’s Annual Base Salary, Annual Bonus, and Long Term Awards (if any) for a particular Service Period all be made prior to the last day of the calendar year immediately preceding the Service Period to which such deferral election applies.
3.7 Deferral Account Earnings.
3.9 In-Service Distributions.
3.10 Payments After Death of Participant.
or number of payments upon death or any designation of a Beneficiary made by a Participant for purposes of the Grandfathered Deferral Program.
Notwithstanding the provisions of Section 3.16(b) or Section 3.16(c), an individual who has a deferral account balance under the Grandfathered Deferral Program shall continue to be a Participant in the Grandfathered Deferral Program and the Plan until his or her participation in the Grandfathered Deferral Program also terminates in accordance with the provisions of Section 2.8.
Claims and Appeals
If the claim is denied by the AT&T Executive Compensation Administration Department, in whole or in part, the AT&T Executive Compensation Administration Department shall provide a written decision using language calculated to be understood by the Claimant and setting forth: (i) the specific reason or reasons for such denial; (ii) specific references to pertinent provisions of this Plan on which such denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (iv) a description of the Plan’s procedures for review of denied claims and the steps to be taken if the Claimant wishes to submit the claim for review; (v) the time limits for requesting a review of a denied claim under Section 4.2 and for conducting the review under Section 4.3; and (vi) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA if the claim is denied following review under Section 4.3.
During its review of the claim, the Administrator shall:
After considering all materials presented by the Claimant, the Administrator will render a decision, written in a manner designed to be understood by the Claimant. If the Administrator denies the claim on review, the written decision will include (i) the specific reasons for the decision; (ii) specific references to the pertinent provisions of this Plan on which the decision is based; (iii) a statement that the Claimant is entitled to receive, upon request to the Administrator and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and (iv) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.
The Administrator shall serve as the final review committee under the Plan and shall have sole and complete discretionary authority to administer, interpret, construe and apply the Plan provisions, and determine all questions of administration, interpretation, construction, and application of the Plan, including questions and determinations of eligibility, entitlement to benefits and the type, form and amount of any payment of benefits, all in its sole and absolute discretion. The Committee shall further have the authority to determine all relevant facts and related issues, and all documents, records and other information relevant to a claim conclusively for all parties, and in accordance with the terms of the documents or instruments governing the Plan. Decisions by the Administrator shall be conclusive and binding on all parties and not subject to further review.
In any case, a Participant or Beneficiary may have further rights under ERISA. The Plan provisions require that Participants or Beneficiary pursue all claim and appeal rights described in this Section 4 before they seek any other legal recourse regarding claims for benefits.
Amendment and Termination
Change In Control
208 South Akard, Room 2350.06
Dallas, Texas 75202
Attention: AT&T Executive Compensation
If notice is to be given to a Participant by United States Mail, such notice shall be addressed using such Participant’s address then on file with the AT&T Executive Compensation Department. Any party may change the address to which notices shall be mailed by giving written notice of such change of address.