Exhibit 10(b)
Special Compensation and Non-Compete Agreement
This Agreement is entered into as of the 26th day of March, 2002 (the "Grant
Date"), by and between Sprint Corporation, a Kansas corporation ("Sprint," and
it, together with its Subsidiaries, the "Employer"), and Xxxxxx X. Xxxxxxxxx
("Employee").
Recitals
1. Employer is engaged in the telecommunications and related businesses.
This is a worldwide business that may be conducted from sites
and serve customers throughout the world.
2. Employee has accepted the position of Chief Financial Officer with
Employer and by virtue of his work for Employer, Employee will gain
access to valuable Proprietary Information of Employer.
3. Employer desires to enter into this Agreement to provide severance and
other benefits for Employee in exchange for Employee's agreement to
maintain the confidentiality of certain information and to refrain from
competing with Employer during and after termination of his employment
with Employer.
Capitalized terms are defined in Section 6 or parenthetically throughout this
Agreement.
Now, Therefore, in consideration of the premises and of the mutual promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereby
agree as follows:
1. Employment At Will
Employee's employment may be terminated by either party for any reason. Employee
shall provide Employer with written notice of his intent to terminate at least
30 days before the effective date of the termination. Except in the event of
Termination for Cause, Employer shall provide Employee with written notice of
its intent to terminate Employee's employment at least 30 days before the
effective date of the termination.
2. Employee's Covenants
2.01. Exclusivity of Services
Employee shall, during his employment with Employer, owe an undivided duty of
loyalty to Employer and agrees to devote his entire business time and attention
to the performance of those duties and responsibilities and to use his best
efforts to promote and develop the business of Employer. Employee shall adhere
in all respects to Sprint's Principles of Business Conduct (together with any
successor
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provision, which is incorporated by this reference, the "Code of Ethics") as
in effect as of the date of this Agreement and as may be amended from time to
time hereafter. The determination of the Committee as to the Employee's
compliance with this provision shall be final.
2.02. Proprietary Information
Employee acknowledges that during the course of his employment he has learned or
will learn or develop Proprietary Information. Employee further acknowledges
that unauthorized disclosure or use of such Proprietary Information, other than
in discharge of Employee's duties, will cause Employer irreparable harm.
Except in the course of his employment with Employer under this Agreement, in
the pursuit of the business of Employer, or as otherwise required in employment
with Employer, Employee shall not, during the course of his employment or at any
time following termination of his employment, directly or indirectly, disclose,
publish, communicate, or use on his behalf or another's behalf, any Proprietary
Information. If during or after his employment Employee has any questions about
whether particular information is Proprietary Information he shall consult with
Employer's Corporate Secretary.
2.03. Non-Competition
Employee shall not, during the Non-Compete Period, engage in Competitive
Employment, whether paid or unpaid and whether as a consultant, employee, or
otherwise. This provision shall not apply if, within one year following a Change
in Control:
(i) Employer terminates Employee's employment with Employer for any reason
other than Termination for Cause or Total Disability; or
(ii) Employee terminates his employment with Employer upon Constructive
Discharge.
If Employee ceases to be employed by Employer because of the sale, spin-off,
divestiture, or other disposition by Employer of the Subsidiary, Division, or
other divested unit employing Employee, this provision shall continue to apply
during the Non-Compete Period, except that Employee's continued employment for
the Subsidiary, Division, or other divested unit disposed of by the Employer
shall not be deemed a violation of this provision.
Employee agrees that because of the worldwide nature of Employer's business,
breach of this agreement by accepting Competitive Employment anywhere in the
United States would irreparably injure Employer and that, therefore, a more
limited geographic restriction is neither feasible nor appropriate to protect
Employer's interests.
2.04. Inducement of Employees, Customers and Others
During the term of his employment and the Non-Compete Period, Employee shall not
directly or indirectly solicit, induce, or encourage any employee, consultant,
agent, or customer of Employer with whom he has worked or about whom he has
gained Proprietary Information to terminate his or its employ-
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ment, agency, or customer relationship with Employer or to render services
for or transfer business to any Competitor of Employer.
2.05. Return of Employer's Property
Employee shall, upon termination of his employment with Employer, return to
Employer all property of Employer in his possession, including all notes,
reports, sketches, plans, published memoranda or other documents, whether in
hard copy or in computer form, created, developed, generated, received, or held
by Employee during employment, concerning or related to Employer's business,
whether containing or relating to Proprietary Information or not. Employee shall
not remove, by e-mail, by removal of computer discs or hard drives, or by other
means, any of the above property containing Proprietary Information, or
reproductions or copies thereof, or any apparatus from Employer's premises
without Employer's authorization.
2.06. Exit Interview
At Employer's request, Employee shall participate in an exit interview prior to
his Severance Date to provide for the orderly transition of his duties, to
arrange for the return of Employer's property, to discuss his intended new
employment, and to discuss and complete such other matters as may be necessary
to ensure full compliance with this Agreement.
2.07. Confidentiality of Agreement
Employee shall not disclose or discuss the existence of this Agreement, the
Alternative StockBased Award, the Special Compensation, or any other terms of
the Agreement except
(i) to members of his immediate family,
(ii) to his financial advisor or attorney, but then only to the extent
necessary for them to assist him,
(iii) to a potential employer on a strictly confidential basis, and then only
to the extent necessary for reasonable disclosure in the course of
serious negotiations, or
(iv) as required by law or to enforce his legal rights.
3. Stock-Based Awards
As partial consideration for Employee's agreements hereunder, Employee shall be
granted the Stock-Based Awards on the terms set forth in this section.
3.01. Award of Stock Options
Sprint hereby grants to Employee, under Sprint's 1990 Stock Option Plan, as of
the Grant Date (a) an option to purchase 101,400 shares of Sprint's FON Stock,
Series 1 and (b) an option to purchase 101,400 shares of Sprint's PCS Common
Stock, Series 1, both at a strike price equal to the Fair Market Value of one
share of the respective stock on the Grant Date. The options shall become
exercisable, with respect to 25% of the total shares granted, on each of the
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first four anniversaries of the Grant Date. The options shall expire on the 10th
anniversary of the Grant Date. The terms of the 1990 Stock Option Plan, to the
extent not in conflict with the terms of this Agreement, are hereby incorporated
into this Agreement by reference.
Notwithstanding the terms of the 1990 Stock Option Plan, the definition of a
Change in Control set forth in this Agreement shall apply for all purposes.
3.02. Provisions Applicable to Stock-Based Award
(a) Acceleration of Stock-Based Awards
(1) Conditions to Acceleration
The the stock options shall become immediately exercisable if
Employee is not in breach of this Agreement and
(i) Employer terminates Employee's employment with Employer
for any reason other than Termination for Cause or
(ii) Employee terminates his employment with Employer by
reason of Employee's Constructive Discharge or
(iii) Employee ceases to be employed by Employer because of a sale,
merger, divestiture, or other transaction entered into by
Employer.
For purposes of the Stock-Based Award, the definition of Change in
Control set forth in this Agreement shall control, notwithstanding
terms of the the 1990 Stock Option Plan.
(2) No Acceleration on Transfer of Employment to Affiliates
In no event shall the exercisability of stock options be accelerated
as provided in the prior section upon Employee's ceasing employment
with Employer to commence employment with an Affiliate of Sprint.
(3) Section 280G Limits on Acceleration
If the acceleration of the exercisability of the Stock-Based Award
hereunder, together with all other payments or benefits contingent
on a change in control within the meaning of Internal Revenue Code
Section 280G or any successor provision ("280G"), results in any
portion of such payments or benefits to the Employee not being
deductible by the Employer or its successor as a result of the
application of 280G, the Employee's benefits shall be reduced until
the entire amount of the benefits is deductible. The reduction shall
be effected by the exclusion of grants of options, restricted stock,
or other benefits not deductible by Sprint under 280G in reverse
chronological order of grant date from the application of this or
other acceleration provision, until no portion of such benefits is
rendered non-deductible by application of Code Section 280G.
(b) Forfeiture of Stock-Based Award on Transfer to Affiliates and on
Termination of Employment in Certain Circumstances
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Employee shall not be entitled to continue to own any unexercisable stock
options if before the stock options become exercisable
(i) Employee ceases employment with Employer and begins employment
with an Affiliate of Employer,
(ii) Employer terminates Employee's employment with Employer for
any reason constituting Termination for Cause, or
(iii) Employee terminates his employment with Employer for any reason
other than Employee's Constructive Discharge.
(c) Tax Withholding Employer may withhold the amount of any tax attributable
to any amount payable or shares issuable under this Agreement.
4. Payment of Special Compensation
In lieu of any payments or benefits available under any and all Employer
severance plans or policies but not in lieu of benefits under Sprint's Long-Term
Disability Plan, Employee shall be entitled to Special Compensation plus any
vacation pay for vacation accrued but not taken by Employee on his Severance
Date, if
(i) Employer terminates Employee's employment with Employer for any reason
other than Termination for Cause or Total Disability or
(ii) Employee terminates his employment with Employer upon Constructive
Discharge.
The payments and benefits provided for in this section shall be in addition to
all other sums then payable and owing to Employee hereunder and, except as
expressly provided herein, shall not be subject to reduction for any amounts
received by Employee for employment or services provided to any Person other
than Employer after the Severance Date and shall be in full settlement and
satisfaction of all of Employee's claims against and demands upon Employer.
Employee's right to receive severance or other benefits pursuant to this section
shall cease immediately if Employee is re-employed by Employer or Employee
materially breaches this Agreement.
5. Dispute Resolution
5.01. Jurisdiction and Venue
Employee consents to jurisdiction and venue in the state and federal courts in
and for Xxxxxxx County, Kansas, for any and all disputes arising under this
Agreement, provided, however, that Employer may seek injunctive relief in any
court of competent jurisdiction to enjoin any violation of the covenants under
Section 2, as well as seeking damages therefor.
5.02. Remedies
Employee acknowledges that the restraints and agreements herein provided are
fair and reasonable, that enforcement of the provisions of this Agreement will
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not cause him undue hardship and that the provisions are reasonably necessary
and commensurate with the need to protect Employer and its legitimate and
proprietary business interests and property from irreparable harm.
Employee acknowledges that failure to comply with the terms of this Agreement,
particularly the provisions of Section 2, will cause irreparable damage to
Employer. Therefore, Employee agrees that, in addition to any other remedies at
law or in equity available to Employer for Employee's breach or threatened
breach of this Agreement, Employer is entitled to specific performance or
injunctive relief, without bond, against Employee to prevent such damage or
breach, and the existence of any claim or cause of action Employee may have
against Employer shall not constitute a defense thereto.
If Employee materially breaches any provision of Section 2 or if any of those
provisions are held to be unenforceable against Employee
(i) Employee shall return any Special Compensation paid pursuant to this
Agreement and
(ii) if Employee's breach occurs within the five-year period beginning on the
Grant Date, Employee shall return to Employer the stock received with
respect to the Stock-Based Award, or, if Employee has disposed of the
stock, an amount equal to the fair market value thereof on the date of
disposition.
This remedy is a return of consideration and shall be in addition to any other
remedies. During Employee's employment with Employer, the Committee shall
determine whether Employee has materially breached the provisions of Section 2,
and the Committee's determination shall be final.
6. Definitions
6.01. Affiliate
"Affiliate" means, with respect to any Person, a Person, other than a Subsidiary
of such Person, (i) controlling, controlled by, or under common control with
such Person and (ii) any other Person with whom such Person reports consolidated
financial information for financial reporting purposes. "Control" for this
purpose means direct or indirect possession by one Person of voting or
management rights of at least 20% with respect to another Person.
6.02. Board
"Board" means the board of directors of Sprint.
6.03. Change in Control
"Change in Control" means the occurrence of any of the following events:
(i) the acquisition, directly or indirectly, by any "person" or "group" (as
those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules
thereunder, including, without limitation, Rule 13d-5(b)) of "beneficial
ownership" (as determined pursuant to Rule 13d-3 under the Exchange Act)
of securities
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entitled to vote generally in the election of directors ("voting
securities") of Sprint that represent 30% or more of the combined voting
power of Sprint's then outstanding voting securities, other than
(A) an acquisition by a trustee or other fiduciary holding securities
under any employee benefit plan (or related trust) sponsored or
maintained by Sprint or any person controlled by Sprint or by any
employee benefit plan (or related trust) sponsored or maintained
by Sprint or any person controlled by Sprint, or
(B) an acquisition of voting securities by Sprint or a corporation
owned, directly or indirectly, by the stockholders of Sprint in
substantially the same proportions as their ownership of the stock
of Sprint, or
(C) an acquisition of voting securities pursuant to a transaction
described in clause (iii) below that would not be a Change in
Control under clause (iii);
(ii) a change in the composition of the Board that causes less than a majority
of the directors of Sprint to be directors that meet one or more of the
following descriptions:
(A) a director who has been a director of Sprint for a continuous
period of at least 24 months, or
(B) a director whose election or nomination as director was approved
by a vote of at least 2/3's of the then directors described in
clauses (ii)(A), (B), or (C) by prior nomination or election, but
excluding, for the purpose of this subclause (B), any director
whose initial assumption of office occurred as a result of an
actual or threatened (y) election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person
or group other than the Board or (z) tender offer, merger, sale
of substantially all of Sprint's assets, consolidation,
reorganization, or business combination that would be a Change in
Control under clause (iii) on consummation thereof, or
(C) who were serving on the Board as a result of the consummation of a
transaction described in clause (iii) that would not be a Change
in Control under clause (iii);
(iii) the consummation by Sprint (whether directly involving Sprint or
indirectly involving Sprint through one or more intermediaries) of (x) a
merger, consolidation, reorganization, or business combination or (y) a
sale or other disposition of all or substantially all of Sprint's assets
or (z) the acquisition of assets or stock of another entity, in each
case, other than in a transaction
(A) that results in Sprint's voting securities outstanding immediately
before the transaction continuing to represent (either by
remaining outstanding or by being converted into voting securities
of Sprint or the
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person that, as a result of the transaction, controls, directly
or indirectly, Sprint or owns, directly or indirectly, all or
substantially all of Sprint's assets or otherwise succeeds to the
business of Sprint (Sprint or such person, the "Successor
Entity")) directly or indirectly, at least 50% of the combined
voting power of the Successor Entity's outstanding voting
securities immediately after the transaction, and
(B) after which more than 50% of the members of the board of directors
of the Successor Entity were members of the Board at the time of
the Board's approval of the agreement providing for the
transaction or other action of the Board approving the transaction
(or whose election or nomination was approved by a vote of at
least 2/3's of the members who were members of the Board at that
time), and
(C) after which no person or group beneficially owns voting securities
representing 30% or more of the combined voting power of the
Successor Entity; provided, however, no person or group shall be
treated for purposes of this clause (C) as beneficially owning 30%
or more of combined voting power of the Successor Entity solely as
a result of the voting power held in Sprint prior to the
consummation of the transaction; or
(iv) a liquidation or dissolution of Sprint.
For purposes of clarification, (x) a change in the voting power of Sprint voting
securities based on the relative trading values of Sprint's then outstanding
securities as determined pursuant to Sprint's Articles of Incorporation or (y)
an acquisition of Sprint securities by Sprint that, in either case, by itself
(or in combination only with the other event listed in this sentence) causes the
Sprint's voting securities beneficially owned by a person or group to represent
30% or more of the combined voting power of Sprint's then outstanding voting
securities is not to be treated as an "acquisition" by any person or group for
purposes of clause (i) above. For purposes of clause (i) above, Sprint makes the
calculation of voting power as if the date of the acquisition were a record date
for a vote of Sprint's shareholders, and for purposes of clause (iii) above,
Sprint makes the calculation of voting power as if the date of the consummation
of the transaction were a record date for a vote of Sprint's shareholders.
6.04. Committee
"Committee" means the Organization, Compensation, and Nominating Committee of
Sprint's board of directors.
6.05. Competitive Employment
"Competitive Employment" means the performance of duties or responsibilities, or
the supervision of individuals performing such duties or responsibilities, for a
Competitor of Employer
(i) (A) that are of a similar nature or employ similar professional or
technical skills (for example, executive, managerial, marketing,
engineering,
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legal, etc.) to those employed by Employee in his performance of
services for Employer at any time during the two years before the
Severance Date, and
(B) that relate to products or services that are competitive with
Employer's products or services with respect to which Employee
performed services for Employer at any time during the two years
before the Severance Date,
or
(ii) in the performance of which Proprietary Information to which Employee had
access at any time during the two-year period before the Severance Date
could be of substantial economic value to the Competitor of Employer.
6.06. Competitor of Employer
Because of the highly competitive, evolving nature of Employer's industry, the
identities of companies in competition with Employer are likely to change over
time. The following tests, while not exclusive indications of what employment
may be competitive, are designed to assist the parties and any court in
evaluating whether particular employment is prohibited under this Agreement. A
Sprint Affiliate shall not be a Competitor of Employer.
"Competitor of Employer" means any one or more of the following:
(i) any Person doing business in the United States or any of its Divisions
employing Employee if the Person or its Division receives at least 15% of
its gross operating revenues from providing communications services of
any type (for example, voice, data, including Internet, and video),
employing any transmission medium (for example, wireline, wireless, or
any other technology), over any distance (for example, local,
long-distance, and distance insensitive services), using any protocol
(for example, circuit-switched, or packet-based, such as Internet
Protocol), or services or capabilities ancillary to such communications
services (for example, web hosting and network security services);
(ii) any Person doing business in the United States or its Division employing
Employee if the Person or its Division receives at least 15% of its gross
operating revenue from a line of business in which Employer receives at
least 3% of its gross operating revenues;
(iii) any Person doing business in the United States, or its Division employing
Employee, operating for less than 5 years a line of business from which
Employer derives at least 3% of its gross operating revenues,
notwithstanding such Person's or Division's lack of substantial revenues
in such line of business; or
(iv) any Person doing business in the United States, or its Division employing
Employee, if the Person or its Division receives at least 15% of its
gross operating revenue from a line of business in which Employer has
oper-
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ated for less than 5 years, notwithstanding Employer's lack of
substantial revenues in such line of business.
For purposes of the foregoing, gross operating revenues of Employer and such
other Person shall be those of the Employer or such Person, together with their
Consolidated Affiliates, but those of any Division employing or proposing to
employ Employee shall be on a stand-alone basis, all measured by the most recent
available financial information of both Employer and such other Person or
Division at the time Employee accepts, or proposes to accept, employment with or
to otherwise perform services for such Person. If financial information is not
publicly available or is inadequate for purposes of applying this definition,
the burden shall be on the Employee to demonstrate that such Person is not a
Competitor of Employer.
6.07. Consolidated Affiliate
"Consolidated Affiliate" means, with respect to any person, all Affiliates and
Subsidiaries of such person, if any, with whom the financial statements of such
person are required, under generally accepted accounting principles, to be
reported on a consolidated basis.
6.08. Constructive Discharge
"Constructive Discharge" means termination by the Employee of his employment
with the Employer by written notice given within 60 days following one or more
of the following events:
(i) unless Employer first offers to Employee a position having an equal or
greater grade rating, reassignment of Employee from his then current
position with Employer to a position having a lower grade rating, in each
case under Employer's methodology of rating employment positions for its
employees generally;
(ii) a reduction in Employee's targeted total compensation by more than 10%
other than by an across-the-board reduction affecting substantially all
similarly situated employees of Employer; or
(iii) a change in the Employee's base employment area to anywhere other than
the Kansas City metropolitan area within one year following a Change in
Control.
6.09. Division
"Division" means any distinct group or unit organized as a segment or portion of
a Person that is devoted to the production, provision, or management of a common
product or service or group of related products or services, regardless of
whether the group is organized as a legally distinct entity.
6.10. Non-Compete Period
"Non-Compete Period" means the 18-month period beginning on Employee's Severance
Date. If Employee breaches or violates any of the covenants or provisions of
this Agreement, the running of the Non-Compete Period shall be tolled
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during the period the breach or violation continues.
6.11. Person
"Person" means any individual, corporation, partnership, association, company,
or other entity.
6.12. Proprietary Information
"Proprietary Information" means trade secrets (such as customer information,
technical and non-technical data, a formula, pattern, compilation, program,
device, method, technique, drawing, process) and other confidential and
proprietary information concerning the products, processes, or services of
Employer or Employer's Affiliates, including but not limited to: computer
programs, unpatented or unpatentable inventions, discoveries or improvements;
marketing, manufacturing, or organizational research and development results and
plans; business and strategic plans; sales forecasts and plans; personnel
information, including the identity of other employees of Employer, their
responsibilities, competence, abilities, and compensation; pricing and financial
information; current and prospective customer lists and information on customers
or their employees; information concerning purchases of major equipment or
property; and information about potential mergers or acquisitions which
information: (i) has not been made known generally to the public; and (ii) is
useful or of value to the current or anticipated business, or research or
development activities of Employer or of any customer or supplier of Employer,
or (iii) has been identified to Employee as confidential by Employer, either
orally or in writing.
6.13. Severance Date
"Severance Date" means the last day on which Employee actually performs services
as an employee of Employer.
6.14. Severance Period
"Severance Period" means the 18-month period beginning on Employee's Severance
Date.
6.15. Special Compensation
"Special Compensation" means Employee's right
(i) to continue to receive during the Severance Period periodic compensation
at the same rate as his base salary in effect at the Employee's
Severance Date;
(ii) to receive bonuses under one or more of Sprint's Management Incentive
Plan, Executive Management Incentive Plan, and Sales Incentive
Compensation Plan in which Employee participated on the Severance Date
(together with other incentive compensation plans specifically approved
for this purpose by the Committee, the "Short-Term Incentive Plans")
based on the Employee's target amount under such plans on the Severance
Date, and assuming achievement of performance targets under the
Short-Term Incentive Plans of
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(A) the actual performance level for periods before the beginning
of the Severance Period and
(B) the lesser of (a) the actual performance level during the
Severance Period and (b) 100% of targeted performance during the
Severance Period,
pro-rating the foregoing performance levels under the Short-Term
Incentive Plans based on the ratio of the amount of time in each of the
foregoing time periods to the amount of time in the whole performance
period under each Short-Term Incentive Plan;
(iii) to receive an award under the Long Term Incentive Plan and the Executive
Long Term Incentive Plan (the "Long-Term Incentive Plans"), assuming
achievement of performance targets under the Long-Term Incentive Plans
of
(A) the actual performance level for periods before the beginning
of the Severance Period and
(B) 0% of targeted performance during the Severance Period,
pro-rating the foregoing performance levels under the Long-Term
Incentive Plans based on the ratio of the amount of time in each of the
foregoing time periods to the amount of time in the whole performance
period under each Long-Term Incentive Plan;
(iv) to continue to participate throughout the Severance Period in all group
health plans (as defined in Code section 106(b)(3) or any successor
provision of the Internal Revenue Code of 1986, as amended, including
but not limited to any medical and dental) that Employer continues to
make available to Employer's employees generally and that Employee was
participating in on his Severance Date, except that participation in
those plans after Employee becomes employed full-time during the
Severance Period shall immediately cease unless Employee elects to
continue coverage under the COBRA continuation provisions of any group
health plan by paying the applicable premium therefor;
(v) to continue to participate throughout the Severance Period in all group
life insurance and qualified or non-qualified retirement plans that
Employer continues to make available to Employer's employees generally
and that Employee was participating in on his Severance Date;
(vi) to receive out-placement counseling by a firm selected by Employer
to continue until Employee becomes employed;
(vii) to continue to receive throughout the Severance Period all executive
perquisites (including automobile allowance, long distance services and
all miscellaneous services) Employee was entitled to receive on the
Severance Date except country club membership dues and accrual of
vacation; and
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(viii) to have the end of the Severance Period treated as Employee's
termination date for purposes of Sprint's employee stock option plans
and restricted stock plans.
Employee shall not be entitled to participate in Sprint's longand short-term
disability plan after the Severance Date.
6.16. Stock-Based Award
"Stock-Based Award" means the award of stock options as elected by Employee
under Section 3 of this Agreement.
6.17. Subsidiary
"Subsidiary" means, with respect to any Person (the "Controlling Person"), all
other Persons (the "Controlled Persons") in whom the Controlling Person, alone
or in combination with one or more of its Subsidiaries, owns or controls more
than 50% of the management or voting rights, together with all Subsidiaries of
such Controlled Persons.
6.18. Termination for Cause
"Termination for Cause" means termination by Employer of Employee's
employment because of
(i) conduct by the Employee that violates the Code of Ethics or reflects
adversely on the Employee's honesty or
(ii) Employee's willful engagement in conduct that is materially injurious
to the Employer.
Termination for failure to meet performance expectations, unless willful,
continuing, and substantial, shall not be deemed a Termination for Cause.
6.19. Total Disability
"Total Disability" shall have the same meaning as in Sprint's Long Term
Disability Plan, as amended from time to time.
7. General Provisions
7.01. Obligations to Survive Termination of Employment
Employee's obligations under this Agreement shall survive his termination of
employment with Employer.
7.02. Binding Effect
This Agreement shall be binding upon and inure to the benefit of Employee's
executors, administrators, legal representatives, heirs, and legatees and to
Employer's successors and assigns.
7.03. Partial Invalidity
The various provisions of this Agreement are intended to be severable and to
constitute independent and distinct binding obligations. Should any provision of
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this Agreement be determined to be void and unenforceable, in whole or in part,
it shall not be deemed to affect or impair the validity of any other provision
or part thereof, and such provision or part thereof shall be deemed modified to
the extent required to permit enforcement. Without limiting the generality of
the foregoing, if the scope of any provision contained in this Agreement is too
broad to permit enforcement to its full extent, but may be enforceable by
limitations thereon, such provision shall be enforced to the maximum extent
permitted by law, and Employee hereby agrees that such scope may be judicially
modified accordingly.
7.04. Waiver
The waiver by either party of a breach of any provision of this Agreement by any
other party shall not operate or be construed as a waiver of any subsequent
breach.
7.05. Prior Agreements Merged into Agreement
This Agreement represents the entire understanding of the parties and, to the
extent that there is any conflict, supersedes all other agreements with respect
to the subject matter hereof.
7.06. Notices
Any notice or other communication required or permitted to be given hereunder
shall be determined to have been duly given to any party
(i) upon actual receipt at the address of such party specified below if
delivered personally or by regular U.S. mail;
(ii) upon receipt by the sender of a "GOOD" or "OK" confirmation of
transmission if transmitted by facsimile, but only if a copy is also sent
by regular mail or courier;
(iii) when delivery is certified if sent as certified mail, return receipt
requested, addressed, in any case to the party at the following
addresses:
If to Employee: If to Employer:
Xxxxxx X. Xxxxxxxxx Sprint Corporation
7 Spitzeberger Strasse Attn: Corporate Secretary
Grafelfing, Germany D-82166 0000 Xxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
FAX: (000) 000-0000
or to such other address or telecopy number as any party may designate by
written notice in the aforesaid manner, or with respect to Employee, such
address as Employee may provide Employer for purposes of its human
resources database.
7.07. Governing Law
Because Employer's business is headquartered in Kansas, and to ensure uniformity
of enforcement of this Agreement, the validity, interpretation, and enforce-
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ment of this Agreement shall be governed by the laws of the State of Kansas
without regard to its choice of law provisions.
7.08. Number and Gender
Wherever the context requires, each term stated in either the singular or plural
shall include the singular and the plural, and the pronouns stated in either the
masculine, the feminine, or the neuter gender shall include the masculine,
feminine, or neuter as appropriate.
7.09. Headings
The headings of the Sections of this Agreement are for reference purposes only
and do not define or limit, and shall not be used to interpret or construe the
contents of this Agreement.
7.10. Agreement Contingent on Board Approval
Employer and Employee agree that this Agreement will not take effect unless and
until it has been authorized by Employer's board of directors.
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In Witness Whereof, the parties have caused this Agreement to be duly executed
on the date set forth below.
Sprint Corporation
by: /s/ Xxx Xxxxx
Xxxxxx X. Xxxxx,
Vice President,
Corporate Secretary,
and Associate General
Counsel
/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx, Employee
Dated: March 26, 0000
Xxxxxxxxxxx
Xxxxx xx Xxxxxx )
) ss:
County of Xxxxxxx )
Signed or attested before me on March 26, 2002 by Xxxxxx X. Xxxxxxxxx.
/s/ Xxxx X. Xxxxxx
Notary Public
(Seal if any)
My appointment expires: 10/31/2002
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