Example ContractsClausesBenefits Under Predecessor Plans
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Benefits Under Predecessor Plans. Notwithstanding any provision of this Plan to the contrary, nothing shall reduce or impair the interests of individuals with respect to benefits that are being paid under a Predecessor Plan as of the effective date of this Plan without the consent of the affected Participant. Notwithstanding any provision of this Plan to the contrary, nothing shall reduce or impair the interests of individuals with respect to benefits that are accrued under a Predecessor Plan as of the effective date of this Plan without the consent of the affected Participant; provided, however, benefits accrued as of December 31, 2004 under the terms of a Predecessor Plan shall only be distributed and paid under the terms of Section 4 of this Plan.

Nothwithstanding any other provision of this Plan, the benefits of any Participant who was a participant in and accrued benefits under the Cingular Wireless SBC Executive 2005 Transition Pension Make Up Plan (which is a Predecessor Plans) shall have their benefits distributed exclusively in a lump sum.

History. The Plan is effective as of , and constitutes an amendment and restatement of the plans listed in [Attachment A] (the "Predecessor Plans"). AT&T and companies whose equity interests are owned 100%, directly or indirectly, by AT&T ("Subsidiary") sponsored the Predecessor Plans for the benefit of their respective eligible employees. No additional benefits shall accrue under the Predecessor Plans after , and benefits of Participants who terminate employment on or after shall be paid solely under this Plan. The Predecessor Plans were intended to supplement participants' Pension Plan benefits by # recognizing compensation that is not eligible to be recognized for purposes of calculating Pension Plan benefits, either as a result of statutory limitations or Pension Plan limitations, and/or # providing benefits in excess of the limitations of Code Section 415. This Plan is intended to aggregate all of such Predecessor Plans and provide substantially similar benefits, on a going forward basis. Further, this Plan is intended to satisfy the requirements of Code Section 409A, effective with respect to amounts deferred after . During the period from to , the Plan has been operated in good faith compliance with the provisions of Code Section 409A, Internal Revenue Service Notice 2005-1, and the final Treasury Regulations for Code Section 409A, and any other generally applicable guidance published in the Internal Revenue Service Bulletin with an effective date prior to . On or after , this Plan shall be interpreted and construed consistent with the requirements of Code Section 409A and all applicable guidance issued thereunder.

To the extent permitted by applicable law and terms of the benefit plans, Employer shall include in Employee’s credited service, in any case where credited service is relevant in determining eligibility for or benefits under any employee benefits plan, Employee’s service for any parent, subsidiary or affiliate of Employer or for any entity acquired by, or other predecessor of, Employer.

Unless earlier terminated in accordance with [Article V] above, the Plan shall terminate on the date of the Company's 2015 Annual Meeting of Stockholders, and no further Stock Options may be granted hereunder after such date. No further awards shall be made under the Predecessor Plans after the Effective Date. Awards outstanding under the Predecessor Plans shall remain outstanding after the Effective Date subject to the terms thereof.

If, on or after the Effective Date, any shares of Common Stock subject to an award granted under the Predecessor Plans are forfeited, or an award granted under the Predecessor Plans (in whole or in part) is cancelled or forfeited, expires, is settled for cash or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement or unearned amount, be available for awards under this Plan.

"Predecessor Plans" shall have the meaning set forth in Section 1.1.

Effective Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the Effective Date under the Predecessor Plans, provided that outstanding awards granted under the Predecessor Plans will continue following the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms and conditions of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plans, as applicable (except for purposes of providing for shares of Common Stock under such awards to be added to the aggregate number of shares of Common Stock available under [Section 3(a)(i)] of this Plan pursuant to the share counting rules of this Plan).

Plans. In connection with the performance of the work necessary to prepare the Expansion Space for Tenant’s occupancy and business operations, including without limitation, the installation of all furniture and fixtures (“Tenant’s ES Fitout”), Tenant shall engage the Approved Contractor as Tenant’s general contractor and AHA Consulting Engineers, Inc. as Tenant’s MEP Engineer, and Perkins & Will as Tenant’s architect. Furthermore, in connection with Tenant’s ES Fitout, Tenant shall submit to Landlord for Landlord’s approval # the name of and other reasonably requested information regarding any subcontractors performing work affecting the structural elements of, or any of the utility or Building service equipment or systems in, the Building (the “ES Subcontractors”); # on or before August 10, 2022, an electronic copy and four (4) full-sized copies of design/ development plans with sufficient information and detail to accurately describe the proposed design of the Expansion Space and document the programmatic requirements for Tenant’s ES Fitout (the “ES Design/ Development Plans”), and # on or before October 25, 2022, an electronic copy and four (4) full-sized copies of a fully coordinated set of architectural, structural, mechanical, electrical and plumbing engineering plans and specifications based on the approved Design Development Plans and in a form which is sufficiently complete to allow the Approved Contractor and subcontractors to bid on the work and to obtain all applicable permits for Tenant’s ES Fitout (“Final ES Construction Drawings”). The ES Design/Development Plans and the Final ES Construction Drawings are collectively referred to herein as the “ES Plans.” Landlord’s approval of the ES Subcontractors shall not be unreasonably withheld, conditioned or delayed and Landlord's approval of the ES Design/Development Plans (and the Final ES Construction Drawings, provided that the Final ES Construction Drawings are consistent with the ES Design/Development Plans) shall not be unreasonably withheld, conditioned or delayed provided the ES Plans comply with the requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building and the Property; and provided, further that Landlord may withhold its approval in its sole discretion with respect to Restricted Alterations. Landlord’s approval is solely given for the benefit of Landlord and Tenant under this Section 3 and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the ES Plans for any other purpose whatsoever. Any request for approval of the ES Plans shall be accompanied by # a certification from a licensed code engineer that such plans are code compliant, and # a certification from Landlord’s MEP engineer that the ES Plans are compatible with the base building design. If Tenant timely submits drafts of the ES Plans for review and approval, Landlord shall use commercially reasonable efforts to respond to any timely request for approval of the ES Plans within twelve (12) business days after receipt thereof; provided, however, so long as Perkins & Will is the architect for Tenant’s ES Fitout, Landlord shall use commercially reasonable efforts to respond to any timely request for approval of the ES Plans within five (5) business days after receipt thereof. Landlord shall notify Tenant in reasonable detail if any of the ES Plans are unsatisfactory or incomplete in any respect. In the event Landlord disapproves any of the ES Plans, Tenant shall revise the same to address Landlord’s comments and shall submit such revised ES Plan to Landlord for approval (and such process shall be continued until such ES Plan is approved by Landlord). Tenant shall not make any amendments, deletions or additions to the Final ES Construction Drawings approved by Landlord without Landlord’s prior written consent.

release any Claim for employee benefits under plans covered by ERISA to the extent any such Claim may not lawfully be waived or for any payments or benefits under any Employer plans that have vested (including any 401(k) plan) according to the terms of those plans;

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