AT&T Wireless Services, Inc. 2001 Executive Nonstatutory Stock Option Agreement with Jane Doe

Summary

This agreement grants Jane Doe the option to purchase shares of AT&T Wireless common stock under the company's 2001 Long Term Incentive Plan. The agreement outlines the vesting schedule, exercise price, and expiration date, as well as conditions under which the option may vest, expire, or be forfeited, such as retirement, disability, death, termination, or company restructuring. It also details the consequences of competition, discharge for cause, and changes in company control. The agreement is subject to the terms of the broader incentive plan and committee discretion.

EX-10.13 3 v96781exv10w13.txt EXHIBIT 10.13 Exhibit 10.13 [AT&T WIRELESS LOGO] AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN EXECUTIVE NONSTATUTORY STOCK OPTION AGREEMENT AND TERMS AND CONDITIONS (Capitalized terms not otherwise defined in this Option Agreement have the same meanings as in the Plan.) Pursuant to the AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN (the "Plan"), you have been granted an option (the "Option") to purchase Shares of AT&T Wireless common stock from AT&T Wireless Services, Inc. ("AT&T Wireless") at the per Share price indicated in this Option Agreement. The Option is subject to the terms and conditions of the Plan, and to the additional terms and conditions set forth in this Option Agreement. ~~Jane Doe OPTIONEE ID XXXXXXXXX Address Line 1 SOCIAL SECURITY NUMBER (US ONLY) xxx-xx-xxxx Address Line 2 PLAN ID Address Line 3 Address Line 4 City, State, Zip~~

- -------------------------------------------------------------------------------- GRANT DATE Month/Date/Year GRANT PRICE $xx.xxxx NUMBER OF SHARES GRANTED X,xxx GRANT EXPIRATION DATE Month/Date/Year (This "Grant Expiration Date" is generally ten years from the grant date and is the date upon which the Option expires unless it sooner terminates upon certain terminations of your employment as provided in this Option Agreement.) - -------------------------------------------------------------------------------- GRANT VESTING DATE(S) Six Months After (date optionee can first exercise a Grant Date 25% portion of the Option) At the End of Each Quarter Thereafter 6.25% SHARES AVAILABLE ON VESTING All Shares will be rounded down to the DATE(S) nearest whole Share, and all rounded Shares will become exercisable in the final period. - -------------------------------------------------------------------------------- TERMINATION PROVISIONS The Option may vest, expire or be forfeited on or prior to the Grant Expiration Date as follows: RETIREMENT Upon your termination of employment or services, prior to the Grant Expiration Date, due to retirement upon attainment of age and AT&T Wireless net credit service (as determined by the Committee in its sole discretion) requirements as follows: Age AND AT&T Wireless net credit service of --- ----------------------------------- 55 10 years the Option will continue to VEST AND BE EXERCISABLE UNTIL THE GRANT EXPIRATION DATE. DISABILITY Upon your termination of employment or services, prior to the Grant Expiration Date, under an AT&T Wireless approved disability plan (as determined by the Committee in its sole discretion), the Option will continue to VEST AND BE EXERCISABLE UNTIL THE GRANT EXPIRATION DATE. DEATH Upon your termination of employment or services by reason of death, or if you die following a termination of employment or services due to retirement or disability, then your estate or legal representative will have the right to exercise any portion of the Option that is outstanding (whether or not then exercisable) on the date of your death, UNTIL THE EARLIER OF 36 MONTHS FROM YOUR DATE OF DEATH OR THE GRANT EXPIRATION DATE. REDUCTION IN FORCE OR OTHER Upon your termination of employment or RESTRUCTURING services, prior to the Grant Expiration Date, due to a reorganization or other organizational change or restructuring of AT&T Wireless operations that results in the elimination of your position, the VESTED PORTION OF THE OPTION AS OF THE DATE OF YOUR TERMINATION WILL BE EXERCISABLE UNTIL THE EARLIER OF 36 MONTHS FROM THE DATE OF YOUR TERMINATION OR THE GRANT EXPIRATION DATE. LEAVE OF ABSENCE If you are placed on a military leave or other approved leave of absence (as determined by the Committee in its sole discretion), the Option will continue to vest and be exercisable under its terms as if you remained an active employee, unless the Committee in its sole discretion determines otherwise. ALL OTHER TERMINATIONS Upon your termination of employment for any reason other than as described above, whether voluntary or involuntary, the Option will be IMMEDIATELY CANCELLED TO THE EXTENT NOT THEN VESTED AND EXERCISABLE. ANY PORTION OF THE OPTION THAT IS VESTED AND EXERCISABLE UPON YOUR TERMINATION DATE WILL REMAIN EXERCISABLE UNTIL THE EARLIER OF THE NINETIETH DAY AFTER THE DATE OF TERMINATION OR THE GRANT EXPIRATION DATE, unless the Committee in its sole discretion determines otherwise. It is your responsibility to be aware of the date on which the Option terminates.

- -------------------------------------------------------------------------------- IMPORTANT: CONTINUED ON REVERSE - -------------------------------------------------------------------------------- TRANSFER BETWEEN AT&T This will not be considered a termination WIRELESS AND AN AFFILIATE OR of your employment. VICE VERSA DISCHARGE FOR CAUSE Upon your termination of employment or services for Cause, or if the Committee determines that you engaged in misconduct in connection with your employment or services, the Option will be immediately cancelled. COMPETITION The Option will be forfeited and cancelled if, without the consent of AT&T Wireless, while employed by or providing services to AT&T Wireless or after termination of such employment or services, you establish a relationship with a competitor of AT&T Wireless or engage in activity which is in conflict with or adverse to the interest of AT&T Wireless, as determined in accordance with AT&T Wireless Noncompetition Guidelines. CHANGE IN CONTROL Pursuant to the authority granted to the Committee under Section 11(a) of the Plan, if the Option continues after a Change in Control, the Option, including any option that results from the assumption of or substitution for the Option in connection with the Change in Control, will not become fully vested and exercisable as of the date a Change in Control is determined to have occurred; provided, however, that such Option will become fully vested and exercisable if, within two years of the Change in Control, your employment is terminated by AT&T Wireless or a successor company without Cause or if you terminate your employment for Good Reason. For purposes of this Option Agreement, "Cause" means the first occurrence of any of the following: (1) Your conviction (including a plea of guilty or nolo contendere) of a felony involving theft or moral turpitude or relating to the business of AT&T Wireless or a successor company, other than a felony predicated on your vicarious liability. (2) Your willful and continued failure to perform substantially your duties with AT&T Wireless or a successor company (other than any such failure resulting from incapacity due to mental or physical illness or injury). (3) Your illegal conduct or gross misconduct that is materially and demonstrably injurious to AT&T Wireless or a successor company. (4) Any conduct that would constitute a material violation of the standards set forth in any severance plan or program then in effect applicable to you, including, but not limited to, any material failure to devote all of your productive time, ability, attention and effort to the business and affairs of AT&T Wireless or a successor company and to the discharge of the responsibilities assigned to you, and to use your best efforts to perform faithfully and efficiently in such responsibilities. For purposes of this Option Agreement, "Good Reason" means the occurrence of any of the following events following a Change in Control, without your prior written consent, which is not cured by AT&T Wireless or a successor company within 20 days of your giving AT&T Wireless or a successor company written notice thereof and which results in your termination of employment within 90 days of such event: (1) A reduction of at least 5% below your Required Compensation in your base salary or your target annual incentive bonus percentage. (2) A reduction of at least 5% below your Required Compensation in the targeted value of your stock options, restricted stock units, restricted stock, performance shares and/or other equity incentive awards. (3) A discontinuance of benefits provided to you under pension, welfare and fringe benefit plans, programs, policies and agreements that, in the aggregate, reduces the actuarial equivalent value of such benefits by at least 5%. (4) A change in your work location that adds more than 50 miles to your daily round-trip commute as of the Change in Control. (5) A substantial and adverse change in, or a substantial reduction of, your duties and responsibilities or a substantial diminution of your authority following the Change in Control including, but not limited to, (a) a change in duties or responsibilities or a diminution of authority that is the result of your ceasing to be an employee of an entity that is at least 55% publicly-traded (based on the then outstanding shares of common stock of AT&T Wireless or a successor company and the combined voting power of the then outstanding voting securities of AT&T Wireless or a successor company entitled to vote generally in the election of directors) or your becoming an employee of a subsidiary of AT&T Wireless or a successor company or (b) an adverse change in your reporting relationship with respect to the Chairman, Chief Executive Officer or President of AT&T Wireless or a successor company; provided, however, that there will not be a demotion for purposes of this paragraph based on isolated or inadvertent action which is remedied by AT&T Wireless or a successor company promptly after receipt of notice thereof from you. For purposes of this Option Agreement, "Required Compensation" means: (1) The higher of (a) your base salary and target annual incentive bonus percentage in effect immediately prior to the Change in Control and (ii) your highest base salary and target annual incentive bonus percentage in effect any time thereafter; and (2) The higher of (a) the aggregate targeted value of stock options, restricted stock units, restricted stock, performance shares and/or other equity incentive awards made available to officers in positions that are similarly situated to yours immediately prior to the Change in Control and (ii) the highest aggregate targeted value of stock options, restricted stock units, restricted stock, performance shares and/or other equity incentive awards made available to officers in positions that are similarly situated to yours at any time thereafter.

- -------------------------------------------------------------------------------- IMPORTANT: CONTINUED ON NEXT PAGE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXERCISE PROCESS The Option or any portion thereof (which number will be at least 50 or the number of Shares that may then be exercised under the Option, whichever is less) may be exercised only upon payment of the exercise price thereof in full, and in accordance with procedures established by the AT&T Wireless Board or the Committee. Payment must be made in any combination of (a) cash; (b) Shares of AT&T Wireless common stock having a Fair Market Value, as determined in accordance with procedures established by the Committee, on the date of exercise equal to the aggregate exercise price of the Shares as to which the Option is being exercised; provided, however, that, unless otherwise determined by the Committee, any Shares surrendered as payment must have been owned by you at least six months prior to the date of exercise; or (c) to the extent permitted by law, by a broker-assisted cashless exercise. Exercise of the Option will take effect on the date the notice of exercise, in good order, and payment of the exercise price and applicable tax withholdings are actually received in accordance with the procedures established by the AT&T Wireless Board or the Committee. DELIVERY OF SHARES Within a reasonable period after the Option is exercised, AT&T Wireless will deliver to you or your legal representative a statement reflecting ownership of Shares in the form of book entry or certificates for the number of Shares with respect to which you exercised the Option. Neither you nor your legal representative will be, or have any of the rights and privileges of, a stockholder of AT&T Wireless in respect of any Shares purchasable upon the exercise of the Option, in whole or in part, unless and until book entry has been made or certificates have been issued for such Shares. TRANSFERABILITY The Option is not transferable by you otherwise than by will or the laws of descent and distribution, and during your lifetime the Option may be exercised only by you or your guardian or legal representative. BENEFICIARY You may, in accordance with procedures established by the Committee, designate one or more beneficiaries to receive all or part of the Option in case of your death, and you may change or revoke such designation at any time. In the event of your death, any portion of the Option that is subject to such a designation (to the extent such designation is valid and enforceable under applicable law) will be distributed to such beneficiary or beneficiaries in accordance with this Option Agreement. Any other portion of the Option will be distributable to your estate. If there is any question as to the legal right of any beneficiary to receive a distribution hereunder, the Shares in question may be purchased by and distributed to your estate, in which event neither AT&T Wireless nor any Affiliate will have any further liability to anyone with respect to such Shares. EMPLOYMENT RIGHTS Neither the Plan nor this Option Agreement will be construed as giving you the right to be retained in the employ or service of AT&T Wireless or any Affiliate. - -------------------------------------------------------------------------------- OTHER CORPORATE PROVISIONS If AT&T Wireless determines, on advice of counsel, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory agency or authority, is necessary or desirable as a condition of or in connection with the exercise of the Option, no portion of the Option may be exercised until or unless such listing, registration, qualification, consent or approval has been effected or obtained. Any determination or decisions made or actions taken arising out of or in connection with the interpretation and administration of this Option Agreement and the Plan by the AT&T Wireless Board or the Committee will be final and conclusive. This Option Agreement may be amended by the AT&T Wireless Board or the Committee provided that no such amendment may impair your rights hereunder without your consent. AT&T Wireless may withhold or require you to pay any applicable withholding or other employment taxes due upon the exercise of the Option. Upon AT&T Wireless's consent, you may elect to satisfy such withholding tax obligations by requesting that AT&T Wireless withhold Shares otherwise deliverable upon the exercise of the Option; provided, however, that the value of such withheld Shares does not exceed the employer's minimum required tax withholding rate. The validity, construction and effect of this Option Agreement will be determined in accordance with the laws of the State of Washington, without giving effect to principles of conflict of laws, and applicable federal law. PLAN SUMMARY The plan summary for the Plan is available for you to view and/or print on AT&T Wireless's Intranet site at http://people.entp.attws.com/Pay/ StockOptions/docs/LongTermIncentive AdjustmentPlan.doc. You may also request a hard copy of the plan summary by calling ###-###-####. - --------------------------------------------------------------------------------

By your signature below, you agree that the Option is granted under and governed by the terms of this Option Agreement, the Plan and the AT&T Wireless Noncompetition Guidelines. By your signature below, you also consent to the receipt of the Plan, the plan summary, the proxy statement and the annual report through AT&T Wireless's Intranet site. ACCEPTED BY: AT&T WIRELESS SERVICES, INC. /s/ Jane Marvin - ------------------------ -------------- ----------------------------- Employee Date Jane Marvin - -------------------------------------------------------------------------------- IMPORTANT: CONTINUED ON NEXT PAGE - --------------------------------------------------------------------------------