Exhibit 10(e)
EMPLOYMENT AND POST-RETIREMENT CONSULTING AGREEMENT
between
SPRINT CORPORATION
and
Xxxxxxx X. Xxxxx
This agreement is entered into as of August 7, 2000 by and between Sprint
Corporation, a Kansas corporation (together with any successor company, the
"Company") and Xxxxxxx X.
Xxxxx.
Whereas, in recognition of Xx. Xxxxx'x unique contribution to the Company during
his tenure as the Chairman of the Board and Chief Executive Officer of the
Company, the Board of Directors wishes to obtain his commitment to continue to
serve as Chairman of the Board of Directors and Chief Executive Officer of the
Company, and to serve after his retirement from the Company as a consultant to
and representative of the Company, at the direction of the Chief Executive
Officer of the Company;
Now Therefore, the Company and Xx. Xxxxx agree as follows:
0.Xx. Esrey agrees to continue to serve as Chairman of the Board of Directors
of the Company and as Chief Executive Officer of the Company from the date of
this agreement until his retirement, on terms no less favorable to him than
his present conditions of employment, or such earlier date as the Board of
Directors may determine with respect to either or both positions at anytime in
its sole discretion. For purposes of this agreement, the date of Xx. Xxxxx'x
"retirement" shall be the day following the last day on which he receives a
regular salary as an employee of the Company, but not including any severance
period under any severance plan of or any agreement with the Company.
0.Xx. Esrey agrees that, following his retirement from the Company, and when
and as requested by the Chief Executive Officer of the Company, he will
provide consulting and advice to the Company and will participate in various
external activities and events for the benefit of the Company. Xx. Xxxxx
agrees to provide up to 30 days per year to the Company, subject to his
reasonable availability, for such consulting services or such participation in
external activities and events. In addition, Xx. Xxxxx agrees to obtain the
approval of the Organization, Nominating and Compensation Committee (or a
committee of independent directors of any successor company) of the Board of
Directors before (1) providing consulting, advice or service of any kind to
any other company or organization that competes in a meaningful way with the
Company, or (2) serving as the Chairman or Chief Executive Officer of any
other Fortune 100 company.
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3.The services contemplated under this agreement will require that Xx. Xxxxx
have access, following his retirement, to information that is proprietary or
confidential to the Company. Xx. Xxxxx agrees not to publish or otherwise
disclose to persons outside the Company, without specific permission from the
Company, any Company proprietary or confidential information that he acquires
as a result of services performed under this agreement, and not to use such
information in any way which might be detrimental to the interests of the
Company.
0.Xx. Esrey also agrees to promptly disclose to the Company any information,
ideas, or inventions made or conceived by him which may result from or be
suggested by post retirement services performed by him under this agreement,
and to assign to the Company all rights pertaining to such information, ideas,
or inventions. Knowledge or information of any kind disclosed by Xx. Xxxxx to
the Company shall be deemed to have been disclosed without obligation on the
part of the Company to hold the same in confidence, and the Company shall have
the full right to use and disclose such knowledge and information without
compensation to Xx. Xxxxx beyond that specifically provided in this agreement.
0.Xx return for his willingness to continue to help create value for the
Company's shareholders throughout his retirement, and in return for the
foregoing commitments by Xx. Xxxxx, the Company shall pay Xx. Xxxxx, for
consulting services or participation in external activities and events
performed at the request of the Chief Executive Officer of the Company, a
daily consulting fee, for the days he renders services, equal to his daily
base salary rate at the time of his retirement. In addition, the Company shall
provide Xx. Xxxxx continued access to the Company's facilities and services
comparable to those provided to him prior to his retirement, including office
and secretarial support, use of the Company aircraft (or private aircraft at
the Company's discretion), telecommunication services, two club memberships,
and financial planning services. The Company shall also reimburse Xx. Xxxxx,
upon the receipt of appropriate documentation, for reasonable travel and
living expenses which he incurs in providing services at the request of the
Chief Executive Officer, or which he incurs because of his position as a
retired Chairman of the Board and Chief Executive Officer of the Company. The
Company's obligation to supply the foregoing access to the Company's
facilities and services shall continue for a period of 10 years following Xx.
Xxxxx'x retirement, except that the obligation to provide an office and
secretarial support shall continue for Xx. Xxxxx'x lifetime. Subject only to
Xx. Xxxxx'x compliance, to the best of his ability, with his commitments set
forth in this agreement, the Company's obligations set forth in this agreement
are unconditional and irrevocable and shall apply irrespective of Xx. Xxxxx'x
incapacitation, prior or subsequent to his retirement, to perform services
hereunder.
6.Nothing in this agreement shall require any change in the Board's current
processes for establishing Xx. Xxxxx'x salary, bonus and long-term incentive
compensation awards based on his performance during the remainder of his
service as Chairman and Chief Executive Officer.
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7.Following his retirement, Xx. Xxxxx shall be an independent contractor under
this agreement, and no provision of, or action taken under, this agreement
shall affect in any way Xx. Xxxxx'x rights under any Company compensation,
employee benefit and welfare plans, programs or practices, including, without
limitation, Company executive compensation, insurance, or pension plans.
0.Xx change, modification, alteration or addition to any provision hereof shall
be binding unless in writing and signed by both Xx. Xxxxx and a duly
authorized representative of the Board of Directors of the Company.
Sprint Corporation
By: /s/ Xxxxxxx Xxxxxx Date: 10/10/00
By order of the Board of
Directors
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Date: 10/10/00
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