AT&T Wireless Services, Inc. 2001 Long Term Incentive Plan Executive Restricted Stock Unit Award Agreement

Summary

This agreement is between AT&T Wireless Services, Inc. and an executive employee, granting the employee 50,000 restricted stock units under the company's 2001 Long Term Incentive Plan. The units vest over three years, with specific amounts vesting each year. The agreement outlines conditions for accelerated vesting in cases of death, disability, or retirement, and cancellation upon termination for other reasons or for cause. It also addresses forfeiture for competition, and special provisions in the event of a change in control of the company.

EX-10.14 4 v96781exv10w14.txt EXHIBIT 10.14 Exhibit 10.14 [AT&T WIRELESS LOGO] AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT AND TERMS AND CONDITIONS (Capitalized terms not otherwise defined in this 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 award (the "Award") of restricted stock units (the "Restricted Stock Units"). Each Restricted Stock Unit, upon termination of the restrictions related thereto and any elected or required deferral period related to the Award, will be converted into one common share (a "Share") of AT&T Wireless Services, Inc. ("AT&T Wireless"). The Award is subject to the terms and conditions of the Plan, and to the additional terms and conditions set forth in this Agreement. ~~NAME 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~~

- -------------------------------------------------------------------------------- AWARD DATE 12/01/02 NUMBER OF UNITS AWARDED 50,000 - -------------------------------------------------------------------------------- AWARD VESTING DATES 12/1/03 20,000 (date Award vests and becomes payable) 12/1/04 20,000 12/1/05 10,000 The Restricted Stock Units will vest and become payable in accordance with this section. The period beginning on the Award Date and ending on the day prior to the date on which any Restricted Stock Unit becomes payable (the "Vesting Date") is herein referred to as the "Restriction Period" with respect to any Restricted Stock Unit. [SHARES AVAILABLE ON VESTING [All Shares will be rounded down to the DATES] nearest whole Share, and all rounded Shares will become payable in the final period.] [NOTE: ONLY USE THIS PROVISION IF YOU ARE USING PERCENTAGE VESTING -- I.E., 25% VESTS ON 12/1/03. IF USING WHOLE VESTING SUCH AS IN THIS SAMPLE, THIS PROVISION IS NOT NECESSARY.] - -------------------------------------------------------------------------------- TERMINATION AND ACCELERATION Any Restricted Stock Units that have not PROVISIONS vested in accordance with the schedule listed above will become fully vested and payable upon (a) your death, (b) termination of your employment under an AT&T Wireless approved disability plan (as determined by the Committee in its sole discretion), or (c) your retirement upon attainment of age 55 and AT&T Wireless net credit service requirements (as determined by the Committee in its sole discretion) of 10 years. ALL OTHER TERMINATIONS Upon your termination of employment for any reason other than as described above, whether voluntary or involuntary, the Award will be IMMEDIATELY CANCELLED TO THE EXTENT NOT THEN VESTED AND PAYABLE. PAYMENT OF VESTED UNITS Subject to any elected or required deferral period related to the Award, AT&T Wireless, within a reasonable period after the Restricted Stock Units are vested, 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 the Restricted Stock Units are vested. Neither you nor your legal representative will be, or have any of the rights and privileges of, a shareowner of AT&T Wireless in respect of any Shares distributable upon vesting of the Restricted Stock Units unless and until book entry for such Shares has been made or certificates have been issued. TRANSFERS AND LEAVES Transfer to or from AT&T Wireless and any Affiliate will not be considered a termination of employment for purposes of this Agreement, nor will it be considered a termination of employment for purposes of this Agreement if you are placed on a military leave or other approved leave of absence, unless the Committee determines otherwise. DISCHARGE FOR CAUSE Upon your termination of employment for Cause (as defined below), the Award will be immediately cancelled. COMPETITION The Award 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 that 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, the Restricted Stock Units that continue after a Change in Control, including any restricted stock units that result from the assumption of or substitution for the Restricted Stock Units in connection with the Change in Control, will not become fully vested and payable as of the date a Change in Control is determined to have occurred; provided, however, that such Restricted Stock Units will become fully vested and payable 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 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 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 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. - -------------------------------------------------------------------------------- DIVIDENDS A cash payment in an amount equal to the dividend payable on one Share will be made to you on the record date for such dividend for each Restricted Stock Unit held by you that has not been forfeited, cancelled or converted to a Share and distributed. WITHHOLDING AT&T Wireless will have the right to deduct or cause to be deducted from, or collect or cause to be collected with respect to, any distribution hereunder any federal, state or local taxes required by law to be withheld or paid with respect to such distribution, as may be necessary, in AT&T Wireless's opinion, to satisfy such obligations. 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 any distribution hereunder. TRANSFERABILITY At all times during the Restriction Period and any deferral period, the Restricted Stock Units awarded hereunder are nontransferable, and may not be pledged, assigned or alienated in any way.

-2- BENEFICIARY You may, in accordance with procedures established by the Committee, designate one or more beneficiaries to receive all or part of any distribution to be made hereunder in case of your death, and you may change or revoke such designation at any time. In the event of your death, any distribution hereunder that is subject to such a designation (to the extent such designation is valid and enforceable under applicable law) will be made to such beneficiary or beneficiaries in accordance with this Agreement. Any other distribution hereunder will be made to your estate. If there is any question as to the legal right of any beneficiary to receive a distribution hereunder, the amount in question may be paid to your estate, in which event neither AT&T Wireless nor any Affiliate will have any further liability to anyone with respect to such amount. EMPLOYMENT RIGHTS Neither the Plan nor the Award will be construed as giving you the right to be retained in the employ 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 on 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 a distribution hereunder, no portion of the Award may be distributed 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 Agreement and the Plan by the AT&T Wireless Board or the Committee will be final and conclusive. This 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. The validity, construction and effect of this 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/Stock Options/docs/LongTermIncentiveAdjustment Plan.doc. You may also request a hard copy of the plan summary by calling ###-###-####. - --------------------------------------------------------------------------------

By your signature below, you agree that the Restricted Stock Units are granted under and governed by the terms of this 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. - ----------------------------- -------------- ----------------------------- Employee Date -3-