Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously announced, John Stephens, Senior Executive Vice President and
Chief Financial Officer of AT&T Inc. (the "Company"), will retire on March 31,
2021. In connection with Mr. Stephens' retirement, the Company has entered into
a one-year Consulting Services Agreement with Mr. Stephens (the "Agreement"),
dated March 30, 2021.
In exchange for such tax and finance related consulting services, the Company
will pay Mr. Stephens up to $2,000,000, payable as follows: (A) $1,000,000 on
June 1, 2021, (B) $500,000 upon the resolution, disposition or referral to
appeal of the Company's federal tax audit for the 2010/2011 examination cycle,
and (C) $500,000 if (i) the Company achieves $26.0 billion or more in free cash
flow during the 2021 calendar year, (ii) the Company pension plan funding at the
end of calendar year 2021 exceeds 90%, or (iii) the Company's total net pension
and OPEB liabilities decrease in calendar year 2021 by $1.0 billion or more. In
addition, the Agreement provides certain benefits to Mr. Stephens including
reimbursement for his reasonable expenses incurred in rendering any requested
services. 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.
The following exhibits are filed as part of this report:
(d) Exhibits
10.1 Consulting Services Agreement, dated March 30, 2021
104 The cover page from AT&T Inc.'s Current Report on Form 8-K, formatted in
Inline XBRL
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