Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 19, 2021, Randall Stephenson, Executive Chairman of the Board of
Directors (the "Board") of AT&T Inc. (the "Company"), notified the Company that
he will retire on January 21, 2021.
In connection with Mr. Stephenson's retirement, the Company has entered into a
one-year Consulting Services Agreement with Mr. Stephenson (the "Agreement"),
dated January 20, 2021.
In exchange for such consulting services, the Company will (a) pay
Mr. Stephenson $1,000,000 in total, payable in four equal installments of
$250,000 and (b) amend the terms of Mr. Stephenson's undistributed performance
share grants under the Company's 2018 Incentive Plan to provide that the
automatic proration of such grants shall not apply upon Mr. Stephenson's
retirement and that Mr. Stephenson shall be eligible for full distribution of
such grants after the applicable three (3) year performance period. In addition,
the Agreement provides certain benefits to Mr. Stephenson including
reimbursement for his reasonable expenses incurred in rendering any requested
services and the same communications concession for his office as the Company
provides for his residence.
The Agreement also contains various covenants, including restrictive covenants
relating to non-competition, non-solicitation and confidentiality.
The foregoing summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit:
10.1 Consulting Services Agreement dated January 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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