Compensation Arrangement for Ralph de la Vega as Chief Operating Officer of Cingular Wireless LLC

Summary

This agreement outlines the compensation package for Ralph de la Vega as Chief Operating Officer of Cingular Wireless LLC, effective December 31, 2003. He will receive a $500,000 salary, a $500,000 short-term incentive award target for 2004, and a $2,250,000 long-term incentive target, with grants based on the company's plan. Additionally, he will receive a $2,500,000 retention grant in restricted stock units with a three-year vesting period and 38 paid time off days. The agreement specifies the structure and timing of these compensation elements.

EX-10.58 4 g87379exv10w58.txt EX-10.58 COMPENSATION ARRANGEMENT/RALPH DE LA VEGA CINGULAR WIRELESS LLC EXHIBITS - Compensation arrangement with Ralph de la Vega. EXHIBIT 10.58 RALPH DE LA VEGA COMPENSATION PACKAGE POSITION: Chief Operating Officer EFFECTIVE DATE: December 31, 2003 SALARY: $500,000 2004 EXECUTIVE SHORT-TERM INCENTIVE AWARD TARGET: $500,000 2004 LONG-TERM TARGET: $2,250,000 Grants will be based on plan design as approved by the Cingular Board of Directors. Grant date: April 1, 2004 A component of the annual long term grant will be non-performance full value shares (e.g. restricted stock or equivalent) at least equal to the BellSouth Band A officers percentage RETENTION GRANT: $2,500,000 of restricted stock units (value mix of 60% SBC/40% BLS). Dividend equivalents paid quarterly. 3-year cliff vesting. Number of shares will be determined by the closing stock prices on December 31, 2003. PTO DAYS: 38 days