An authorized Administrator may provide an additional payment to recipients of Target Awards to recognize and reward outstanding or exceptional achievement. Such a payment shall be called a "Key Contributor Award" or “KCA.” The number of Employees within an organization that may receive a KCA may be limited by an authorized Administrator.
7. Award Adjustments.
Unless otherwise provided by an authorized Administrator, an Employee who experiences one of the following events during the Performance Period shall have his/her Award under this Plan automatically adjusted as follows:
When an Award is established after the beginning of the Performance Period
Award shall be prorated based on the time period of active service under the applicable Award terms
Modification of an Award during the Performance Period
Award shall be prorated based on the time period of active service under each applicable set of Award terms
Leave of Absence during the Performance Period
Award shall be prorated to exclude the time period of the leave
Involuntary Termination during the Performance Period
Award shall be prorated to the date of Termination of Employment
Voluntary Termination prior to the end of the performance period (except as provided below)
No Award
Retirement or Termination of Employment due to death or Disability during the performance period
Award shall be prorated to the date of Termination of Employment
Dismissal for cause, even if Retirement eligible, during or after a Performance Period, but prior to Award payout
Award shall be forfeited upon Termination of Employment
The receipt of short-term Disability benefits during the Performance Period shall have no effect on an Award.
8. Other Conditions.
A.No person shall have any claim to be granted an Award under the Plan and there is no obligation for uniformity of treatment of Employees under the Plan. Awards under the Plan may not be assigned or alienated.
B.Neither the Plan nor any action taken hereunder shall be construed as giving to any Employee the right to be retained in the employ of AT&T or any subsidiary thereof.
C.Awards shall be subject to applicable withholding taxes as required by law.
D.The Plan shall be governed by the laws of the State of Texas and applicable Federal law.
E.The AT&T Rules for Employee Beneficiary Designations shall apply to Awards under this Plan.
Schedule A
Approval Authorities
Background
Each Approver in this schedule shall possess the approval authority stated herein and the approval authority granted to an Approver lower in the corporate hierarchy.
No Approver shall possess authority granted to a higher-level Approver.
Approvers may delegate any portion of their authority.
Full Authority
Approvers with full authority to administer Awards under the Plan (including approval of performance goals and attainment) are as follows:
Approver
Authority
Human Resources Committee (HRC)
‒Executive Officers
‒Employees with a market rate for total compensation or total target compensation of $5 million or more
CEO
‒Employees whose market rate or actual target for total compensation is:
o$2M to $4.99M for AT&T
o$3M to $4.99M for WarnerMedia
SEVP-HR
‒Employees whose market rate or actual target for total compensation is:
oLess than $2M for AT&T
oLess than $3M for WarnerMedia
-Any media personality
Other Authority
The following individuals may only establish, modify, or terminate Target Awards and Key Contributor Awards for Employees of his/her Operating Entity, after consultation with the SEVP-HR:
Approver
Authority
Operating Entity
Chief Executive Officer
‒Employees whose market rate or actual target for total compensation is: