UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 2, 2015
Sprint Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-04721 | 46-1170005 | ||
(State of Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
6200 Sprint Parkway
Overland Park, Kansas 66251
(Address of Principal Executive Offices, Including Zip Code)
(855) 848-3280
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 3, 2015, Sprint Corporation (Sprint) announced that Tarek Robbiati, 50, has agreed to become Chief Financial Officer of Sprint effective on August 31, 2015. Joseph Euteneuer, our current Chief Financial Officer, will leave Sprint following the orderly transition of responsibilities. The press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
Mr. Robbiati has been the Chief Executive Officer and Managing Director of FlexiGroup Limited since January 21, 2013 and January 28, 2013 respectively. FlexiGroup Limited is listed on the Australian Securities Exchange and provides a range of finance products and payment solutions to consumers and businesses through a network of retail and business partners. FlexiGroup Limited operates in Australia, New Zealand, and Ireland. Previously, Mr. Robbiati served as Group Managing Director of Telstra International Group and Chairman of CSL-NWM, a mobile operator in Hong Kong, and also served as deputy Chief Financial Officer of Telstra Corporation. Prior to that, Mr. Robbiati held various management positions at Telstra International Group, Hong Kong CSL Limited (a subsidiary of Telstra Corporation Limited), and Telstra Corporation Limited. On July 27, 2015, Sprint entered into an employment agreement with Mr. Robbiati (the Agreement) with an initial term of 24 months from his hire date. The Agreement provides for the following annual compensation:
| an annual base salary of $800,000; |
| participation in Sprints short-term incentive compensation plan with a targeted annual opportunity for fiscal year 2015 equal to 125% of his annual base salary, prorated for the period from his hire date through March 31, 2016; and |
| participation in Sprints long-term incentive compensation plan. For fiscal year 2015 the targeted annual opportunity will be $1,500,000; for the remainder of the term the targeted annual opportunity will be determined annually by Sprints Compensation Committee. |
The Agreement states that Sprint will provide Mr. Robbiati with the following sign-on compensation:
| a $375,000 cash sign-on bonus payable as soon as administratively practicable after thirty days following his hire date; |
| if Mr. Robbiati forfeits his short-term bonus from FlexiGroup as a result of his employment with Sprint, a cash payment in U.S. dollars in an amount equal to $900,000 AUD payable within 30 days of validation of such forfeiture; |
| an award of 520,000 shares of restricted stock units (the Sign-On RSU Award) granted as of his hire date, to vest on the second anniversary of the date of grant; and |
The Agreement provides for an award of 1.25 million shares of restricted stock units which can be earned upon the achievement of specified volume-weighted average prices of Sprints common stock during any 150-calendar day period during the four-year period from June 1, 2015 through May 31, 2019 (the Turnaround RSU Award).
The Agreement provides that Mr. Robbiatis job location will be in Overland Park, Kansas and that he will relocate his primary residence to the area by September 30, 2015 under the standard officer relocation program, with certain exceptions appropriate given he is relocating from Australia.
Under the Agreement, in the event that Mr. Robbiatis employment is terminated by Sprint without cause (as defined in the Agreement), or Mr. Robbiati terminates his employment for good reason (as defined in the Agreement), other than in connection with a change in control of Sprint and subject to a release of claims:
| he will continue to receive his base salary for 24 months following his termination date (the Restricted Period); |
| he will receive a payment under the then-applicable short-term incentive plan during the Restricted Period equal to the lesser of his targeted opportunity as of his termination date and the payout determined by Sprints Compensation Committee based on actual performance of Sprint compared to the targeted objectives under the plan; |
| he will be entitled to participate in certain benefit plans during the Restricted Period; and |
| the restrictions with respect to any unvested portions of the Sign-On Restricted Stock Award will lapse as of his termination date; and |
| the restrictions with respect to the Turnaround RSU Award will lapse for a pro-rata number of the shares earned upon achievement of the price targets that would have otherwise been received without such termination on the vesting date, based on the number of days Mr. Robbiati was employed during the performance period over the entire performance period; provided, however, that if he has a termination of employment for the reason described above before completing 365 days of service, his pro-rata earned shares will be calculated using 365 days in the numerator rather than the number of days he was employed during the performance period, but only earned upon the achievement of specified volume-weighted average prices of Sprints common stock during any 150-calendar day period during the four-year period from June 1, 2015 through May 31, 2019. |
Upon Mr. Robbiatis death, the restrictions with respect to any unvested portions of the Sign-On RSU Award would lapse and a pro rata portion of the Turnaround RSU Award would lapse as described above.
In the event of Mr. Robbiatis termination of employment due to disability, he will continue to receive his base salary for 12 months (reduced by any amounts paid under Sprints long-term disability plan), he will be entitled to continue to participate in certain benefit plans for such period, and the restrictions with respect to any unvested portion of the Sign-On RSU Award will lapse as of his termination date. In addition, a pro rata portion of the Turnaround RSU Award would lapse as described above.
If, in connection with a change in control of Sprint, Mr. Robbiatis employment is terminated without cause or Mr. Robbiati terminates his employment for good reason during the 18-month period following a change in control (subject to certain exceptions), subject to a release of claims, he is entitled to severance compensation in the form of a lump sum payment of two times his base salary and two times his annual short-term target opportunity as of the date of his termination of employment, to participate in certain benefit plans during the Restricted Period and to the lapse as of his termination date of the restrictions with respect to any unvested portion of the Sign-On RSU Award. With respect to the Turnaround RSU Award, earned shares (if any) will be the greater of the achievement based on (1) volume-weighted average prices of Sprints common stock over any 150-calendar day period as of the date of the change in control as compared to the price targets, or (2) the consideration per share of Sprint stock in connection with the change in control as compared to the price targets. Any earned shares under the previous sentence will vest on the vesting date as specified, unless the continuing entity fails to assume the RSUs, in which case vesting will accelerate without proration as of the date of the change in control. In addition, if during the 18-month period, Mr. Robbiatis employment is terminated by Sprint without cause, or Mr. Robbiati terminates his employment for good reason, any earned shares will immediately vest and become payable without proration. Change in Control for this award is as defined in the equity plan in effect, except that acquisition by SoftBank CORP. or its subsidiaries of 100% of Sprints shares (such that the Company ceases to have any class of equity securities listed on a national securities exchange) will not constitute a change in control.
Throughout his employment and through the Restricted Period, Mr. Robbiati has agreed not to compete with Sprint or solicit employees or customers of Sprint. If Mr. Robbiati breaches any of these obligations, he would forfeit his right to any future severance payments and benefits to which he otherwise would be entitled.
The Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this report:
Exhibit No. |
Description | |
10.1 | Employment Agreement, executed August 2, 2015, effective on August 31, 2015, between Tarek Robbiati and Sprint Corporation | |
99.1 | Press Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 3, 2015 | Sprint Corporation | |||||
By: | /s/ Timothy P. OGrady | |||||
Timothy P. OGrady, Assistant Secretary |
Exhibit 10.1
Execution Copy
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into on August 2, 2015, effective as of August 31, 2015 (the Effective Date), by and between Sprint Corporation, a Delaware corporation (the Company) on behalf of itself and any of its subsidiaries, affiliates and related entities, and Tarek Robbiati (the Executive) (the Company and the Executive, collectively, the Parties, and each, a Party). Certain capitalized terms are defined in Section 29.
WITNESSETH:
WHEREAS, the Company desires to employ the Executive as Chief Financial Officer and the Executive desires to accept such employment; and
WHEREAS, the Executive and the Company desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree as follows:
1. Employment.
(a) The Company will employ the Executive and the Executive will be employed by the Company upon the terms and conditions set forth herein.
(b) The employment relationship between the Company and the Executive shall be governed by the general employment policies and practices of the Company, including without limitation, those relating to the Companys Code of Conduct, confidential information and avoidance of conflicts, except that when the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this Agreement shall control.
2. Term. Subject to termination under Section 9, the Executives employment shall be for an initial term of 24 months commencing on the Effective Date and shall continue through the second anniversary of the Effective Date (the Initial Employment Term). At the end of the Initial Employment Term and on each succeeding anniversary of the Effective Date, the Employment Term will be automatically extended by an additional 12 months (each, a Renewal Term), unless, not less than 12 months prior to the end of the Initial Employment Term or any Renewal Term, either the Executive or the Company has given the other written notice (in accordance with Section 20) of nonrenewal. The Executive shall provide the Company with written notice of his intent to terminate employment with the Company at least 30 days prior to the effective date of such termination.
3. Position and Duties of the Executive.
(a) The Executive shall serve as Chief Financial Officer of the Company, and agrees to serve as an officer of any enterprise and/or agrees to be an employee of any Subsidiary as may be requested from time to time by the Board of
Page 1 of 26
Execution Copy
Directors of the Company (the Board), any committee or person delegated by the Board or the Chief Executive Officer of the Company (the Chief Executive Officer). In such capacity, the Executive shall report directly to the Chief Executive Officer of the Company. The Executive shall have such duties, responsibility and authority as may be assigned to the Executive from time to time by the Chief Executive Officer or the Board.
(b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed to in writing by the Company, during reasonable vacations (as set forth in Section 7 hereof) and authorized leave and except as may from time to time otherwise be permitted pursuant to Section 3(c), devote his best efforts, full attention and energies during his normal working time to the business of the Company, to any duties as may be delineated in the Companys Bylaws for the Executives position and title and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board, any committee or person designated by the Board, or the Chief Executive Officer, in each case, within the framework of the Companys policies and objectives.
(c) During the Employment Term, and provided that such activities do not contravene the provisions of Section 3(a) or (b) or Sections 10, 11, 12 or 13 hereof and, provided further, the Executive does not engage in any other substantial business activity for gain, profit or other pecuniary advantage which materially interferes with the performance of his duties hereunder, the Executive may participate in any governmental, educational, charitable or other community affairs and, subject to the prior approval of the Chief Executive Officer serve as a member of the governing board of any such organization or any private or public for-profit company. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such fees.
4. Compensation.
(a) Base Salary. During the Employment Term, the Company shall pay to the Executive an annual base salary of $800,000 (the Base Salary), which Base Salary shall be payable at the times and in the manner consistent with the Companys general policies regarding compensation of the Companys senior executives. The Base Salary will be reviewed periodically by the Compensation Committee and may be increased (but not decreased, except for across-the-board reductions generally applicable to the Companys senior executives) from time to time in the Compensation Committees sole discretion.
(b) Incentive Compensation. The Executive will be eligible to participate in any short-term and long-term incentive compensation plans, annual bonus plans and such other management incentive programs or arrangements of the Company approved by the Board that are generally available to the Companys senior executives, including, but not limited to, the STIP and the LTSIP. Incentive compensation shall be paid in accordance with the terms and conditions of the applicable plans, programs and arrangements.
Page 2 of 26
Execution Copy
(i) Annual Performance Bonus. During the Employment Term, the Executive shall be entitled to participate in the STIP, with such opportunities as may be determined by the Compensation Committee in its sole discretion (Target Bonuses); provided, however, that for the Companys fiscal year ending March 31, 2016 (FY 2015), the Executive will participate, on a prorated basis for the period of FY 2015 in which he is employed by the Company, at an annual Target Bonus opportunity equal to 125 percent of his Base Salary. The Executives Target Bonus may be increased (but not decreased, except for across-the-board reductions generally applicable to the Companys senior executives) from time to time, and the Executive shall be entitled to receive full payment of any award under the STIP, determined pursuant to the STIP (a Bonus Award).
(ii) Long-Term Performance Bonus. During the Employment Term, the Executive shall be entitled to participate in the LTSIP with such opportunities, if any, as may be determined by the Compensation Committee (LTSIP Target Award Opportunities); provided, however, that the Executives LTSIP Award Opportunity for FY 2015 shall be equal to $1,500,000 and granted in the form and under the terms approved for the Companys other Senior Executives. The Executives LTSIP Award Opportunity may be increased (but not decreased, except for across-the-board reductions generally applicable to the Companys senior executives) from time to time as may be determined by the Compensation Committee.
(iii) Incentive bonuses, if earned, shall be paid when incentive compensation is customarily paid to the Companys senior executives in accordance with the terms of the applicable plans, programs or arrangements.
(iv) Pursuant to the Companys applicable incentive or bonus plans as in effect from time to time, the Executives incentive compensation during the term of this Agreement may be determined according to criteria intended to qualify as performance-based compensation under Section 162(m) of the Code.
(c) Equity Compensation. The Executive shall be eligible to participate in such equity incentive compensation plans and programs as the Company generally provides to its senior executives, including, but not limited to, the LTSIP. During the Employment Term, the Compensation Committee may, in its sole discretion, grant equity awards to the Executive, which would be subject to the terms of the respective award agreements evidencing such grants and the applicable plan or program.
(d) Sign-on Compensation.
(i) The Executive shall receive a sign-on bonus of $375,000 (the Sign-on Bonus), less applicable tax withholdings and other authorized deductions, payable 100 percent as soon as administratively practicable after 30 days of the Effective Date. Executive agrees to repay the Sign-on Bonus in full if he is no longer employed by the Company (unless Executives employment is terminated by the Company without Cause or the Executive terminates for Good Reason, or is due to Executives death or Disability) through the second anniversary of the Effective Date.
Page 3 of 26
Execution Copy
(ii) If the Executive forfeits his short-term bonus from FlexiGroup Limited for the fiscal year ending June 30, 2015 as a result of his employment hereunder, the Company shall pay the Executive a cash payment in US dollars in an amount equal to $900,000 AUD, less applicable withholdings, payable within 30 days of validation of such forfeiture. The exchange rate used to convert to US dollars will be the exchange rate determined for Sprint payments of the month in which the payment is made using the Companys standard procedures for determining exchange rates. The Executive agrees to repay this cash payment in full if he is no longer employed by the Company (unless Executives employment is terminated by the Company without Cause or the Executive terminates for Good Reason, or is due to Executives death or Disability) through the first anniversary of the Effective Date.
(iii) The Executive shall receive on the Effective Date a sign-on award of restricted stock units (RSUs) underlying 520,000 shares of the Companys common stock, vesting 100 percent on the second anniversary of the grant date, subject to the other terms and conditions specified in the form of Evidence of Award attached as Exhibit A.
(iv) On or before September 1, 2015, but not before the Effective Date, the Executive shall receive 1,250,000 restricted stock units subject to the terms and conditions specified in the form of Evidence of Award attached as Exhibit B.
5. Benefits.
(a) During the Employment Term, the Company shall make available to the Executive, subject to the terms and conditions of the applicable plans, participation for the Executive and his eligible dependents in: (i) Company-sponsored group health, major medical, dental, vision, pension and profit sharing, 401(k) and employee welfare benefit plans, programs and arrangements (the Employee Plans) and such other usual and customary benefits in which senior executives of the Company participate from time to time, and (ii) such fringe benefits and perquisites as may be made available to senior executives of the Company as a group.
(b) The Executive acknowledges that the Company may change its benefit programs from time to time, which may result in certain benefit programs being amended or terminated for its senior executives generally.
6. Expenses. The Company shall pay or reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection with his duties on behalf of the Company in accordance with the Companys Enterprise Financial ServicesEmployee Travel and Expense Policy, as may be amended from time to time, or any successor policy, plan, program or arrangement thereto and any other of its expense policies applicable to senior executives of the Company, following submission by the Executive of reimbursement expense forms in a form consistent with such expense policies.
Page 4 of 26
Execution Copy
7. Vacation. In addition to such holidays, sick leave, personal leave and other paid leave as is allowed under the Companys policies applicable to senior executives generally, the Executive shall be entitled to participate in the Companys vacation policy in accordance with the Companys policy generally applicable to senior executives; provided, however, that the Executive will be provided an additional two weeks of vacation to be available for use during the first 18 months of employment. The duration of such vacations and the time or times when they shall be taken will be determined by the Executive in consultation with the Company.
8. Place of Performance. In connection with his employment by the Company, the Executive shall be based at the principal executive offices of the Company in the vicinity of Overland Park, Kansas (the Place of Performance), except for travel reasonably required for Company business. The Executive will relocate his residence to the area surrounding the Executives initial Place of Performance on or before September 30, 2015. If the Company relocates the Executives Place of Performance more than 50 miles from his Place of Performance prior to such relocation, the Executive shall relocate to a residence within the greater of (a) 50 miles of such relocated Place of Performance or (b) such total miles that do not exceed the total number of miles the Executive commuted to his Place of Performance prior to relocation of the Executives Place of Performance. To the extent the Executive relocates his residence as provided in this Section 8, the Company will pay or reimburse the Executives relocation expenses in accordance with the Companys relocation program applicable to senior executives, except that (a) relocation program eligibility will be extended from 12 months to 24 months, and (b) the Executive will be entitled to two shipments of household goods.
9. Termination.
(a) Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executives employment is terminated by the Company for Cause, or if the Executive resigns without Good Reason, the Executive shall not be eligible to receive Base Salary or to participate in any Employee Plans with respect to future periods after the date of such termination or resignation except for the right to receive accrued but unpaid cash compensation and vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.
(b) Termination by the Company Without Cause or Resignation by the Executive for Good Reason outside of the CIC Severance Protection Period. If, during the Employment Term, the Executives employment is terminated by the Company without Cause or the Executive terminates for Good Reason prior to, or following expiration of, the CIC Severance Protection Period and such termination constitutes a Separation from Service or the Executive is entitled to severance compensation and benefits under this Section 9(b) pursuant to the provisions of Section 9(c), the Executive shall be entitled to receive from the Company: (1) the Executives accrued, but unpaid, Base Salary through the date of termination of employment, payable in accordance with the Companys normal payroll practices and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law, and (2)
Page 5 of 26
Execution Copy
conditioned upon the Executive executing a Release within the Release Consideration Period and delivering it to the Company with the Release Revocation Period expired without revocation, and in full satisfaction of the Executives rights and any benefits the Executive might be entitled to under the Separation Plan and this Agreement and any requirements of the Worker Adjustment and Retraining Notification Act or similar law, unless otherwise specified herein:
(i) periodic payments equal to his Base Salary in effect prior to the termination of his employment, which payments shall be paid to the Executive in equal installments on the regular payroll dates under the Companys payroll practices applicable to the Executive on the date of this Agreement for the Payment Period, except that if the Executive is a Specified Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred compensation within the meaning of Code Section 409A, such installments shall not commence until after the end of the six continuous month period following the date of the Executives Separation from Service, in which case, the Executive shall be paid a lump-sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the seventh month following the date of the Executives Separation from Service;
(ii) (A) receive a pro rata payment of the Bonus Award for the portion of the Companys current fiscal year prior to the date of termination of his employment; (B) receive a pro rata payment of the Capped Bonus Award for the portion of the Companys current fiscal year following the date of termination of his employment; (C) receive for the next fiscal year following the fiscal year during which his termination of employment occurs, the Capped Bonus Award; and (D) receive payment of a pro rata portion of the Capped Bonus Award for the remainder of the Payment Period during the second fiscal year following the fiscal year during which the Executives termination of employment occurs; provided, however, that to the extent the Executives employment is terminated for Good Reason due to a reduction of the Executives Target Bonus, in accordance with Section 29(x)(ii), the Executives Target Bonus for the purposes of this Section 9(b)(ii) shall be the Executives Target Bonus immediately prior to such reduction; and provided, further, that any pro rata payment shall be determined based on the methodology for determining pro rated awards under the STIP and each such payment shall be payable in accordance with the provisions of the STIP in the calendar year in which the Bonus Award or each Capped Bonus Award, as applicable, is determined, and in all events, not later than December 31st of the year in which each such award is determined;
(iii) continue from the date of Separation from Service for the number of months equal to the period of continuation coverage the Executive would be entitled to pursuant to Section 4980B of the Code participation in the Companys group health plans at then-existing participation and coverage levels comparable to the terms in effect from time to time for the Companys senior executives, including any co-payment and premium payment requirements, for which the Company shall deduct from each payment payable to the Executive pursuant to
Page 6 of 26
Execution Copy
Section 9(b)(i) the amount of any employee contributions necessary to maintain such coverage for such period, except that (A) following such period, the Executive shall retain any rights to continue coverage under the Companys group health plans under the benefits continuation provisions pursuant to Section 4980B of the Code by paying the applicable premiums of such plans; and (B) the Executive shall no longer be eligible to receive the benefits otherwise receivable pursuant to this Section 9(b)(iii) as of the date that the Executive becomes eligible to receive comparable benefits from a new employer;
(iv) continue for the Payment Period participation in the Companys employee life insurance plans at then-existing participation and coverage levels, comparable to the terms in effect from time to time for the Companys senior executives, including any premium payment requirements, for which the Company shall deduct from each payment payable to the Executive pursuant to Section 9(b)(i) the amount of any employee contributions necessary to maintain such coverage for such period, except that the Executive shall no longer be eligible to receive the benefits otherwise receivable pursuant to this Section 9(b)(iv) as of the date that the Executive becomes eligible to receive comparable benefits from a new employer; and
(v) receive outplacement services by a firm selected by the Company at its expense in an amount not to exceed $35,000; provided, however, that all such outplacement services must be completed, and all payments by the Company must be made, by December 31st of the second calendar year following the calendar year in which the Executives Separation from Service occurs.
Notwithstanding anything in this Section 9(b) to the contrary, to the extent the Executive has not executed the Release within the Release Consideration Period and delivered it to the Company, or has revoked the executed Release within the Release Revocation Period, as determined at the end of such Release Revocation Period, the Executive will forfeit any right to receive the payments and benefits specified in this Section 9(b) (other than any accrued but unpaid payments and benefits through the date of termination of employment).
(c) Termination by the Company Without Cause or Resignation by the Executive for Good Reason During the CIC Severance Protection Period. Subject to (i)-(iv) below, if the Executives employment is terminated by the Company without Cause, or the Executive terminates employment for Good Reason, before the Employment Term expires and during the CIC Severance Protection Period, and the termination constitutes a Separation from Service, subject to the terms of the CIC Severance Plan, the Executive will become entitled to severance compensation and benefits under the CIC Severance Plan as of (x) the date the Separation from Service occurs, or (y) in the event of a Pre-CIC Termination, the date the Change in Control occurs, as of which date all rights to severance benefits under this Agreement will cease.
(i) The CIC Severance Plan will not apply and the Executive will be entitled to severance compensation and benefits under Section 9(b) of this Agreement if the Executive (x) as of his Separation from Service is not a Participant in, or (y) is otherwise not entitled to severance compensation and benefits under, the CIC Severance Plan.
Page 7 of 26
Execution Copy
(ii) If the Executive is entitled to severance benefits under the CIC Severance Plan as a result of a Pre-CIC Termination, any benefits payable before the Change in Control will be paid under this Agreement and any additional benefits payable after the Change in Control will be paid under the CIC Severance Plan.
(iii) In no event may there be duplication of benefits under this Agreement and the CIC Severance Plan.
(iv) The terms Change in Control and Pre-CIC Termination are defined in the CIC Severance Plan.
(d) Termination by Death. If the Executive dies during the Employment Term, the Executives employment will terminate and the Executives beneficiary or if none, the Executives estate, shall be entitled to receive from the Company, the Executives accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.
(e) Termination by Disability. If the Executive becomes Disabled prior to the expiration of the Employment Term, the Executives employment will terminate, and provided that such termination constitutes a Separation from Service, the Executive shall be entitled to:
(i) receive from the Company periodic payments equal to his Base Salary in effect prior to the termination of his employment (reduced by any amounts paid on a monthly basis under any long-term disability plan (the LTD Plan) now or hereafter sponsored by the Company), which payments shall be paid to the Executive commencing on the Separation from Service date for 12 months in equal installments on the regular payroll dates under the Companys payroll practices applicable to the Executive on the date of this Agreement; provided, however, that in the event that the Executive is a Specified Employee, with respect to any amount payable by reason of the Executives Separation from Service that constitutes deferred compensation within the meaning of Code Section 409A, such installments shall not commence until the earlier to occur of (A) the first business day of the seventh month following the date of the Executives Separation from Service and (B) death, in which case the Executive (or the Executives estate in the event of Executives death) shall be paid on the earlier of (1) the first day of the seventh month following the date of the Executives Separation from Service and (2) the Executives death a lump-sum cash payment equal to the aggregate amount of any such payments that constitutes deferred compensation within the meaning of Code Section 409A that the Executive would have been entitled to receive during such period following the Executives Separation from Service; and
Page 8 of 26
Execution Copy
(ii) continue participation in the Companys group health plans at then-existing participation and coverage levels for 12 months (measured from the Executives Separation from Service), comparable to the terms in effect from time to time for the Companys senior executives, including any co-payment and premium payment requirements, and the Company shall deduct from each payment payable to the Executive pursuant to Section 9(e)(i), the amount of any employee contributions necessary to maintain such coverage for such period; except that following such period, the Executive shall retain any rights to continue coverage under the Companys group health plans under the benefits continuation provisions pursuant to Code Section 4980B by paying the applicable premiums of such plans.
(f) No Mitigation Obligation. No amounts paid under Section 9 will be reduced by any earnings that the Executive may receive from any other source. The Executives coverage under the Companys medical, dental, vision and employee life insurance plans will terminate as of the date that the Executive is eligible for comparable benefits from a new employer. The Executive shall notify the Company within 30 days after becoming eligible for coverage of any such benefits.
(g) Forfeiture. Notwithstanding the foregoing, any right of the Executive to receive termination payments and benefits hereunder shall be forfeited to the extent of any amounts payable after any breach of Section 10, 11, 12, 13 or 15 by the Executive.
10. Confidential Information; Statements to Third Parties.
(a) During the Employment Term and on a permanent basis upon and following termination of the Executives employment, the Executive acknowledges that:
(i) all information, whether or not reduced to writing (or in a form from which information can be obtained, translated, or derived into reasonably usable form) or maintained in the mind or memory of the Executive and whether compiled or created by the Company, any of its Subsidiaries or any affiliates of the Company or its Subsidiaries (collectively, the Company Group), which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information, of a proprietary, private, secret or confidential (including, without exception, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, sales strategies, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, trademarks, service marks, copyrights (whether registered or unregistered), artwork, and contacts at or knowledge of customers or prospective customers) nature concerning the Company Groups business, business relationships or financial affairs (collectively, Proprietary Information) shall be the exclusive property of the Company Group;
Page 9 of 26
Execution Copy
(ii) the Proprietary Information of the Company Group gained by the Executive during the Executives association with the Company Group was or will be developed by and/or for the Company Group through substantial expenditure of time, effort and money and constitutes valuable and unique property of the Company Group;
(iii) reasonable efforts have been put forth by the Company Group to maintain the secrecy of its Proprietary Information;
(iv) such Proprietary Information is and will remain the sole property of the Company Group; and
(v) any retention or use by the Executive of Proprietary Information after the termination of the Executives services for the Company Group will constitute a misappropriation of the Company Groups Proprietary Information.
(b) The Executive further acknowledges and agrees that he will take all affirmative steps reasonably necessary or required by the Company to protect the Proprietary Information from inappropriate disclosure during and after his employment with the Company.
(c) The Executive further agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing or constituting Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession, regardless of medium, shall be and are the exclusive property of the Company to be used by him only in the performance of his duties for the Company. All such materials or copies thereof and all tangible things and other property of the Company Group in the Executives custody or possession shall be delivered to the Company (to the extent the Executive has not already returned) in good condition, on or before five business days subsequent to the earlier of: (i) a request by the Company or (ii) the Executives termination of employment for any reason or Cause, including for nonrenewal of this Agreement, Disability, termination by the Company or termination by the Executive. After such delivery, the Executive shall not retain any such materials or portions or copies thereof or any such tangible things and other property and shall execute any statements or affirmations of compliance under oath that the Company may require.
(d) The Executive further agrees that his obligation not to disclose or to use information and materials of the types set forth in Sections 10(a), 10(b) and 10(c) above, and his obligation to return materials and tangible property, set forth in Section 10(c) above, also extends to such types of information, materials and tangible property of customers of the Company Group, consultants for the Company Group, suppliers to the Company Group, or other third parties who may have disclosed or entrusted the same to the Company Group or to the Executive.
Page 10 of 26
Execution Copy
(e) The Executive further acknowledges and agrees that he will continue to keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Proprietary Information of the Company Group without limitation as to when or how the Executive may have acquired such Proprietary Information and that he will not disclose any Proprietary Information to any person or entity other than appropriate employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval of the Board, either during or after his employment with the Company.
(f) Further the Executive acknowledges that his obligation of confidentiality will survive, regardless of any other breach of this Agreement or any other agreement, by any party hereto, until and unless such Proprietary Information of the Company Group has become, through no fault of the Executive, generally known to the public. In the event that the Executive is required by law, regulation, or court order to disclose any of the Company Groups Proprietary Information, the Executive will promptly notify the Company prior to making any such disclosure to facilitate the Company seeking a protective order or other appropriate remedy from the proper authority. The Executive further agrees to cooperate with the Company in seeking such order or other remedy and that, if the Company is not successful in precluding the requesting legal body from requiring the disclosure of the Proprietary Information, the Executive will furnish only that portion of the Proprietary Information that is legally required, and the Executive will exercise all legal efforts to obtain reliable assurances that confidential treatment will be accorded to the Proprietary Information.
(g) The Executives obligations under this Section 10 are in addition to, and not in limitation of, all other obligations of confidentiality under the Companys policies, general legal or equitable principles or statutes.
(h) During the Employment Term and following his termination of employment:
(i) the Executive shall not, directly or indirectly, make or cause to be made any statements, including but not limited to, comments in books or printed media, to any third parties criticizing or disparaging the Company Group or commenting on the character or business reputation of the Company Group. Without the prior written consent of the Board, unless otherwise required by law, the Executive shall not (A) publicly comment in a manner adverse to the Company Group concerning the status, plans or prospects of the business of the Company Group or (B) publicly comment in a manner adverse to the Company Group concerning the status, plans or prospects of any existing, threatened or potential claims or litigation involving the Company Group;
(ii) the Company shall comply with its policies regarding public statements with respect to the Executive and any such statements shall be deemed to be made by the Company only if made or authorized by a member of the Board or a senior executive officer of the Company; and
Page 11 of 26
Execution Copy
(iii) nothing herein precludes honest and good faith reporting by the Executive to appropriate Company or legal enforcement authorities.
(i) The Executive acknowledges and agrees that a violation of the foregoing provisions of this Section 10 would cause irreparable harm to the Company Group, and that the Companys remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other relief afforded by law or this Agreement, including damages sustained by a breach of this Agreement and any forfeitures under Section 9(g), and without the necessity or proof of actual damages, the Company shall have the right to enforce this Agreement by specific remedies, which shall include, among other things, temporary and permanent injunctions, it being the understanding of the undersigned parties hereto that damages, the forfeitures described above and injunctions shall all be proper modes of relief and are not to be considered as alternative remedies.
11. Non-Competition. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period:
(a) The Executive covenants and agrees that the Executive will not, directly or indirectly, engage in any activities on behalf of or have an interest in any Competitor of the Company Group, whether as an owner, investor, executive, manager, employee, independent consultant, contractor, advisor, or otherwise. The Executives ownership of less than one percent (1%) of any class of stock in a publicly traded corporation shall not be a breach of this paragraph.
(b) A Competitor is any entity doing business directly or indirectly (e.g., as an owner, investor, provider of capital or otherwise) in the United States including any territory of the United States (the Territory) that provides wireless products and/or services that are the same or similar to the wireless products and/or services that are currently being provided at the time of Executives termination or that were provided by the Company Group during the two-year period prior to the Executives separation from service with the Company Group.
(c) The Executive acknowledges and agrees that due to the continually evolving nature of the Company Groups industry, the scope of its business and/or the identities of Competitors may change over time. The Executive further acknowledges and agrees that the Company Group markets its products and services on a nationwide basis, encompassing the Territory and that the restrictions imposed by this covenant, including the geographic scope, are reasonably necessary to protect the Company Groups legitimate interests.
(d) The Executive covenants and agrees that should a court at any time determine that any restriction or limitation in this Section 11 is unreasonable or unenforceable, it will be deemed amended so as to provide the maximum protection to the Company Group and be deemed reasonable and enforceable by the court.
Page 12 of 26
Execution Copy
12. Non-Solicitation. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period, the Executive hereby covenants and agrees that he shall not, directly or indirectly, individually or on behalf of any other person or entity do or suffer any of the following:
(a) hire or employ or assist in hiring or employing any person who was at any time during the last 18 months of the Executives employment an employee, representative or agent of any member of the Company Group or solicit, aid, induce or attempt to solicit, aid, induce or persuade, directly or indirectly, any person who is an employee, representative, or agent of any member of the Company Group to leave his or her employment with any member of the Company Group to accept employment with any other person or entity;
(b) induce any person who is an employee, officer or agent of the Company Group, or any of its affiliated, related or subsidiary entities to terminate such relationship;
(c) solicit any customer of the Company Group, or any person or entity whose business the Company Group had solicited during the 180-day period prior to termination of the Executives employment for purposes of business which is competitive to the Company Group within the Territory; or
(d) solicit, aid, induce, persuade or attempt to solicit, aid, induce or persuade any person or entity to take any action that would result in a Change in Control of the Company or to seek to control the Board in a material manner.
(e) For purposes of this Section 12, the term solicit or persuade includes, but is not limited to, (i) initiating communications with an employee of the Company Group relating to possible employment, (ii) offering bonuses or additional compensation to encourage an employee of the Company Group to terminate his employment, (iii) referring employees of the Company Group to personnel or agents employed by competitors, suppliers or customers of the Company Group, and (iv) initiating communications with any person or entity relating to a possible Change in Control.
13. Developments.
(a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Companys business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Companys business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as Developments).
Page 13 of 26
Execution Copy
(b) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executives rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Companys equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Companys business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes.
(c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development.
(d) The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executives signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executives agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executives behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.
14. Remedies. The Executive and the Company agree that the covenants contained in Sections 10, 11, 12 and 13 are reasonable under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of the Executives obligations under Sections 10, 11, 12 and 13 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, the Executive
Page 14 of 26
Execution Copy
acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executives violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage. Without limiting the applicability of this Section 14 or in any way affecting the right of the Company to seek equitable remedies hereunder, in the event that the Executive breaches any of the provisions of Sections 10, 11, 12 or 13 or engages in any activity that would constitute a breach save for the Executives action being in a state where any of the provisions of Sections 10, 11, 12, 13 or this Section 14 is not enforceable as a matter of law, then the Companys obligation to pay any remaining severance compensation and benefits that has not already been paid to Executive pursuant to Section 9 shall be terminated and within ten days of notice of such termination of payment, the Executive shall return all severance compensation and the value of such benefits, or profits derived or received from such benefits.
15. Continued Availability and Cooperation.
(a) Following termination of the Executives employment, the Executive shall cooperate fully with the Company and with the Companys counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executives employment by the Company. Cooperation will include, but is not limited to:
(i) making himself reasonably available for interviews and discussions with the Companys counsel as well as for depositions and trial testimony;
(ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Companys counsel reasonably requests;
(iii) refraining from impeding in any way the Companys prosecution or defense of such litigation or administrative proceeding; and
(iv) cooperating fully in the development and presentation of the Companys prosecution or defense of such litigation or administrative proceeding.
(b) The Company will reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys fees (if independent legal counsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executives termination of employment.
16. Dispute Resolution.
(a) In the event that the Parties are unable to resolve any controversy or claim arising out of or in connection with this Agreement or breach thereof, either
Page 15 of 26
Execution Copy
Party shall refer the dispute to binding arbitration, which shall be the exclusive forum for resolving such claims. Such arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (JAMS) pursuant to its Employment Arbitration Rules and Procedures and governed by Kansas law. The arbitration shall be conducted by a single arbitrator selected by the Parties according to the rules of JAMS. In the event that the Parties fail to agree on the selection of the arbitrator within 30 days after either Partys request for arbitration, the arbitrator will be chosen by JAMS. The arbitration proceeding shall commence on a mutually agreeable date within 90 days after the request for arbitration, unless otherwise agreed by the Parties, and in the location where the Executive worked during the six months immediately prior to the request for arbitration if that location is in Kansas or Virginia, and if not, the location will be Kansas, unless the Parties agree otherwise.
(b) The Parties agree that each will bear their own costs and attorneys fees. The arbitrator shall not have authority to award attorneys fees or costs to any Party.
(c) The arbitrator shall have no power or authority to make awards or orders granting relief that would not be available to a Party in a court of law. The arbitrators award is limited by and must comply with this Agreement and applicable federal, state, and local laws. The decision of the arbitrator shall be final and binding on the Parties.
(d) Notwithstanding the foregoing, no claim or controversy for injunctive or equitable relief contemplated by or allowed under applicable law pursuant to Sections 10, 11, 12 and 13 of this Agreement will be subject to arbitration under this Section 16, but will instead be subject to determination in a court of competent jurisdiction in Kansas, which court shall apply Kansas law consistent with Section 21 of this Agreement, where either Party may seek injunctive or equitable relief.
17. Other Agreements. No agreements (other than the agreements evidencing any grants of equity awards) or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party.
18. Withholding of Taxes. The Company will withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.
Page 16 of 26
Execution Copy
19. Successors and Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the Company for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary.
(b) This Agreement will inure to the benefit of and be enforceable by the Executives personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and 19(b). Without limiting the generality or effect of the foregoing, the Executives right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executives will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 19(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.
20. Notices. All communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express or UPS, addressed to the Company (to the attention of the General Counsel of the Company) at its principal executive offices and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.
21. Governing Law and Choice of Forum.
(a) This Agreement will be construed and enforced according to the laws of the State of Kansas, without giving effect to the conflict of laws principles thereof.
(b) To the extent not otherwise provided for by Section 16 of this Agreement, the Executive and the Company consent to the jurisdiction of all state and federal courts located in Overland Park, Johnson County, Kansas, as well as to the
Page 17 of 26
Execution Copy
jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action, or other proceeding arising out of, or in connection with, this Agreement or that otherwise arise out of the employment relationship. Each Party hereby expressly waives any and all rights to bring any suit, action, or other proceeding in or before any court or tribunal other than the courts described above and covenants that it shall not seek in any manner to resolve any dispute other than as set forth in this paragraph. Further, the Executive and the Company hereby expressly waive any and all objections either may have to venue, including, without limitation, the inconvenience of such forum, in any of such courts. In addition, each of the Parties consents to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement.
22. Validity/Severability. If any provision of this Agreement or the application of any provision is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. To the extent any provisions held to be invalid, unenforceable or otherwise illegal cannot be reformed, such provisions are to be stricken herefrom and the remainder of this Agreement will be binding on the parties and their successors and assigns as if such invalid or illegal provisions were never included in this Agreement from the first instance.
23. Survival of Provisions. Notwithstanding any other provision of this Agreement, the parties respective rights and obligations under Sections 10, 11, 12, 13, 14, 15, 16, 18, 22 and 26 will survive any termination or expiration of this Agreement or the termination of the Executives employment.
24. Representations and Acknowledgements.
(a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.
(b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executives employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.
(c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or
Page 18 of 26
Execution Copy
data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.
(d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement.
(e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executives obligations under this Agreement.
25. Compliance with Code Section 409A. With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executives lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. It is intended that any amounts payable under this Agreement and the Companys and the Executives exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto so as not to subject the Executive to the payment of the additional tax, interest and any tax penalty which may be imposed under Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A of the Code; and thereafter interpret its provisions in a manner that complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with the Agreement is guaranteed, and the Executive shall be responsible for any taxes, penalties and interest imposed on him under or as a result of Section 409A of the Code in connection with the Agreement.
Page 19 of 26
Execution Copy
26. Amendment; Waiver. Except as otherwise provided herein, this Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by both Parties hereto. No waiver by either Party at any time of any breach by the other Party hereto or compliance with any condition or provision of this Agreement to be performed by such other Party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.
28. Headings. Unless otherwise noted, the headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
29. Defined Terms.
(a) Agreement has the meaning set forth in the preamble.
(b) Base Salary has the meaning set forth in Section 4(a).
(c) Board has the meaning set forth in Section 3(a).
(d) Bonus Award has the meaning set forth in Section 4(b)(i).
(e) Bylaws means the Amended and Restated Sprint Corporation Bylaws, as may be amended from time to time.
(f) Capped Bonus Award shall mean the lesser of the annual Target Bonus or actual performance for such fiscal year in accordance with the then existing terms of the STIP, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived.
(g) Cause shall mean:
(i) any act or omission constituting a material breach by the Executive of any provisions of this Agreement; provided however, that, for avoidance of doubt, the failure of the Executive to relocate his residence to the area surrounding the Executives initial Place of Performance on or before September 30, 2015 as required under Section 8 shall constitute Cause;
(ii) the willful failure by the Executive to perform his duties hereunder (other than any such failure resulting from the Executives Disability), after demand for performance is delivered by the Company that identifies the manner in which the Company believes the Executive has not performed his duties, if, within 30 days of such demand, the Executive fails to cure any such failure capable of being cured;
Page 20 of 26
Execution Copy
(iii) any intentional act or misconduct materially injurious to the Company or any Subsidiary, financial or otherwise, or including, but not limited to, misappropriation, fraud including with respect to the Companys accounting and financial statements, embezzlement or conversion by the Executive of the Companys or any of its Subsidiarys property in connection with the Executives duties or in the course of the Executives employment with the Company;
(iv) the conviction (or plea of no contest) of the Executive for any felony or the indictment of the Executive for any felony including, but not limited to, any felony involving fraud, moral turpitude, embezzlement or theft in connection with the Executives duties or in the course of the Executives employment with the Company;
(v) the commission of any intentional or knowing violation of any antifraud provision of the federal or state securities laws;
(vi) the Board reasonably believes in its good faith judgment that the Executive has committed any of the acts referred to in this Section 29(g)(v);
(vii) a final, non-appealable order in a proceeding before a court of competent jurisdiction or a final order in an administrative proceeding finding that the Executive committed any willful misconduct or criminal activity (excluding minor traffic violations or other minor offenses) which commission is materially inimical to the interests of the Company or any Subsidiary, whether for his personal benefit or in connection with his duties for the Company or any Subsidiary;
(viii) current alcohol or prescription drug abuse affecting work performance;
(ix) current illegal use of drugs; or
(x) violation of the Companys Code of Conduct, with written notice of termination by the Company for Cause in each case provided under this Section 29(g).
For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed intentional if it was due primarily to an error in judgment or negligence, but shall be deemed intentional only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executives action or omission was in the best interest of the Company.
(h) Change in Control has the meaning set forth in the CIC Severance Plan.
(i) Chief Executive Officer has the meaning set forth in Section 3(a).
Page 21 of 26
Execution Copy
(j) CIC Severance Plan means the Companys Change in Control Severance Plan, as may be amended from time to time, or any successor plan, program or arrangement thereto.
(k) CIC Severance Protection Period has the meaning set forth in the CIC Severance Plan.
(l) Certificate of Incorporation means the Amended and Restated Articles of Incorporation of Sprint Corporation, as may be amended from time to time.
(m) Code means the Internal Revenue Code of 1986, as amended from time to time, including any rules and regulations promulgated thereunder, along with Treasury and IRS Interpretations thereof. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.
(n) Company has the meaning set forth in the preamble.
(o) Company Group has the meaning set forth in Section 10(a)(i).
(p) Compensation Committee means the Compensation Committee of the Board.
(q) Competitor has the meaning set forth in Section 11(b).
(r) Developments has the meaning set forth in Section 13(a).
(s) Disability or Disabled shall mean:
(i) the Executives incapacity due to physical or mental illness to substantially perform his duties and the essential functions of his position, with or without reasonable accommodation, on a full-time basis for six months as determined by the Board in its reasonable discretion, and within 30 days after a notice of termination is thereafter given by the Company, the Executive shall not have returned to the full-time performance of the Executives duties; and, further,
(ii) the Executive becomes eligible to receive benefits under the LTD Plan;
provided, however, if the Executive shall not agree with a determination to terminate his employment because of Disability, the question of the Executives disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive. The costs of such qualified medical doctor shall be paid for by the Company.
(t) Effective Date has the meaning set forth in the preamble.
(u) Employee Plans has the meaning set forth in Section 5(a).
Page 22 of 26
Execution Copy
(v) Employment Term means the Initial Employment Term and any Renewal Term.
(w) Executive has the meaning set forth in the preamble.
(x) Good Reason means the occurrence of any of the following without the Executives written consent, unless within 30 days of the Executives written notice of termination of employment for Good Reason, the Company cures any such occurrence:
(i) the Companys material breach of this Agreement;
(ii) a material reduction in the Executives Base Salary or Target Bonus (that is not agreed to by the Executive), as compared to the corresponding circumstances in place on the Effective Date as may be increased pursuant to Section 4, except for across-the-board reductions generally applicable to all senior executives; or
(iii) relocation of the Executives Place of Performance more than 50 miles without the Executives consent.
Any occurrence of Good Reason shall be deemed to be waived by the Executive unless the Executive provides the Company written notice of termination of employment for Good Reason within 60 days of the event giving rise to Good Reason.
(y) Initial Employment Term has the meaning set forth in Section 2.
(z) JAMS has the meaning set forth in Section 16.
(aa) LTD Plan has the meaning set forth in Section 9(e).
(bb) LTSIP means the Companys 2007 Omnibus Incentive Plan, effective May 8, 2007, as may be amended from time to time, or any successor plan, program or arrangement thereto.
(cc) LTSIP Target Award Opportunities has the meaning set forth in Section 4(b)(ii).
(dd) Participant has the meaning set forth in the CIC Severance Plan.
(ee) Parties has the meaning set forth in the preamble.
(ff) Party has the meaning set forth in the preamble.
(gg) Payment Period means the period of 24 continuous months, as measured from the Executives Separation from Service.
(hh) Place of Performance has the meaning set forth in Section 8.
Page 23 of 26
Execution Copy
(ii) Proprietary Information has the meaning set forth in Section 10(a)(i).
(jj) Release means a release of claims in a form provided to the Executive by the Company in connection with the payment of benefits under this Agreement.
(kk) Release Consideration Period means the period of time pursuant to the terms of the Release afforded the Executive to consider whether to sign it.
(ll) Release Revocation Period means the period pursuant to the terms of an executed Release in which it may be revoked by the Executive.
(mm) Renewal Term has the meaning set forth in Section 2.
(nn) Restricted Period means the 24-month period following the Executives date of termination of employment with the Company for any reason or Cause, including for nonrenewal of this Agreement, Disability, termination by the Company or termination by the Executive.
(oo) Separation from Service means separation from service from the Company and its subsidiaries as described under Code Section 409A and the guidance and Treasury regulations issued thereunder. Separation from Service will occur on the date on which the Executives level of services to the Company decreases to 21 percent or less of the average level of services performed by the Executive over the immediately preceding 36-month period (or if providing services for less than 36 months, such lesser period) after taking into account any services that the Executive provided prior to such date or that the Company and the Executive reasonably anticipate the Executive may provide (whether as an employee or as an independent contractor) after such date. For purposes of the determination of whether the Executive has had a Separation from Service, the term Company shall mean the Company and any affiliate with which the Company would be considered a single employer under Code Section 414(b) or 414(c), provided that in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language at least 50 percent is used instead of at least 80 percent each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), at least 50 percent is used instead of at least 80 percent each place it appears in Treasury Regulation Section 1.414(c)-2. In addition, where the use of such definition of Company for purposes of determining a Separation from Service is based upon legitimate business criteria, in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language at least 20 percent is used instead of at least 80 percent at each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), at least 20 percent is used instead of at least 80 percent at each place it appears in Treasury Regulation Section 1.414(c)-2.
Page 24 of 26
Execution Copy
(pp) Separation Plan means the Companys Separation Plan, as may be amended from time to time, or any successor plan, program, arrangement or agreement thereto.
(qq) Specified Employee shall mean an Executive who is a specified employee for purposes of Code Section 409A, as administratively determined by the Board in accordance with the guidance and Treasury regulations issued under Code Section 409A.
(rr) STIP means the Companys short-term incentive plan under Section 8 of the Companys 2007 Omnibus Incentive Plan, effective May 8, 2007, as may be amended from time to time, or any successor plan, program or arrangement thereto.
(ss) Subsidiary shall mean any entity, corporation, partnership (general or limited), limited liability company, entity, firm, business organization, enterprise, association or joint venture in which the Company directly or indirectly controls ten percent (10%) or more of the voting interest. Notwithstanding the foregoing, for purposes of Section 3(a), Subsidiary shall mean any affiliate with which the Company would be considered a single employer as described in the definition of Separation from Service.
(tt) Target Bonuses has the meaning set forth in Section 4(b)(i).
(uu) Territory has the meaning set forth in Section 11(b).
Signature Page Follows
Page 25 of 26
Execution Copy
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.
SPRINT CORPORATION | ||
By: | /s/ Sandra J. Price | |
Sandra J. Price | ||
Senior Vice President Human Resources | ||
EXECUTIVE | ||
/s/ Tarek Robbiati | ||
Tarek Robbiati |
Page 26 of 26
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact:
Jud Henry
800-259-3755
Investor.Relations@sprint.com
Media Contact:
Scott Sloat
240-855-0164
Scott.Sloat@sprint.com
Sprint Strengthens Senior Leadership Team
Tarek Robbiati Named Chief Financial Officer;
Günther Ottendorfer Appointed Chief Operating Officer, Technology;
John Saw Promoted to Chief Technology Officer
OVERLAND PARK, Kan. (BUSINESS WIRE), August 3, 2015 Today Sprint (NYSE: S) announced senior leadership changes to support the next phase of the companys transformation.
Tarek Robbiati, 50, is named Chief Financial Officer. Robbiati most recently was Managing Director and Chief Executive Officer at FlexiGroup Ltd., an Australian consumer finance company specializing in leasing.
![]() |
Previously he held senior executive positions, including group managing director and deputy chief financial officer of Telstra Corp., Australias leading telecommunications company, chief executive officer at CSL Limited, the number one mobile operator in Hong Kong and executive vice president and head of corporate finance for Orange Plc. He will be responsible for Sprints day-to-day financial operations, including financial planning, accounting, tax, auditing, treasury and investor relations, as well as long-term financial strategy and planning. He will report to President and CEO Marcelo Claure when he joins Sprint in late August. |
Joseph Euteneuer, chief financial officer, will leave the company following an orderly transition of responsibilities.
|
Günther Ottendorfer, 46, is joining the company as chief operating officer, technology. Ottendorfer will arrive at Sprint with more than 25 years of experience leading global technology teams. He previously served as chief technology officer and a board member for Telekom Austria Group and managing director of Optus Singtel in Sydney Australia. Ottendorfer will join Sprint effective immediately and will report to Claure. He will lead a newly created Technology Office with responsibility for all network planning and deployment functions, as well as Information Technology. | |
![]() |
Also, as part of these changes, John Saw, Chief Network Officer, is promoted to Chief Technology Officer, reporting to Ottendorfer. Sprint has made significant improvements to its network under Johns leadership as Chief Network Officer. Through the first half of the year, Sprint received a total of 180 first place RootScore Awards for overall performance, reliability, speed, data, call, or text network performance compared with only 27 a year ago.
Before Sprint acquired Clearwire, Saw was Clearwires chief technology officer. He helped build that companys organization and led complex and vital projects including building the first 4G network in North America, covering more than 130 million people. |
Junichi Miyakawa, Technical Chief Operating Officer, has been instrumental in developing the companys network plans and will become a senior technical adviser in the Office of the CEO and a liaison between Softbank and Sprint for network strategy.
One of my goals when I first arrived as CEO was to strengthen our management team, said Claure. As I begin my second year here at Sprint, I feel very good about the team we have put together to pursue the great opportunities ahead. I couldnt be more excited to add talented and experienced executives like Tarek and Günther to our leadership team. Both of these individuals are world-class leaders with deep expertise and proven track records in exactly the areas that will be critical to accelerating our efforts to move Sprint forward.
Claure continued, Joe is an experienced and talented financial executive, and he has been a strong partner as we have run the business over the past year. I thank him for his service and dedication to the company and I wish him well in his future endeavors.
Financing the Future at Sprint
Robbiati, an accomplished executive with extensive experience transforming businesses around the world, will play a key role in supporting investments the company is making to build the next generation of its network and introduce innovative approaches that will strengthen its competitive position.
He has more than 25 years of business and financial experience across a number of key areas, including corporate strategy and finance, mergers and acquisitions, treasury and balance sheet management and new business development. He also has a proven track record of driving shareholder value creation, strong financial performance, deal-making and building high-performing teams.
Robbiati offers a rare combination of skills and experiences, which include an engineer building networks, cost structure optimization and designing complex leasing agreements. His strong background in capital markets, treasury and balance sheet management also will be valuable as the company works to change the cash flow equation at Sprint.
During his time in senior operating and finance roles at FlexiGroup, Telstra International Group, CSL Limited and Orange Plc., he helped to successfully transform these companies, reorganizing them, refining their strategy and making the choices that strengthened them and positioned them to grow.
For example, while leading CSL Limited as its CEO, Robbiati guided Telstras mobile subsidiary in Hong Kong through a complete overhaul of its mobile network. The network transformation ended up as a world-class success. At FlexiGroup, Tarek succeeded in repositioning the business as one of the top 100 companies in Australia and a true disruptor in the financial services sector in Australia, New Zealand and Ireland.
Tarek is one of the most dynamic and visionary strategic financial executives in the telecommunications and financial services industries, said Claure. He is an extraordinary leader known for his tremendous operating skills and his ability to lead organizations through complex strategic, financial, technology and operational challenges.
I am delighted to join Sprint, said Robbiati. Sprint has a unique opportunity to disrupt the U.S. wireless market, and I am eager to help Marcelo and the Sprint team change the game.
Building the Next Generation Network
Sprint has been making substantial progress in delivering a network with the reliability, capacity and speed customers demand. Ottendorfer, in his capacity leading the Technology Office, will lead the companys efforts to build on that progress by deploying the next generation of its wireless network. This will capitalize on Sprints rich spectrum portfolio, increasing coverage and capacity by significantly densifying the companys network.
The company is uniting the Network and Information Technology functions to capture tremendous advantages, including greater efficiency in designing, rapidly deploying and scaling the next generation network.
Günther is a world-class innovator and he comes to us with the rich experience of leading wireless network transformations at telecommunications companies around the world, said Claure. He is uniquely qualified to lead us in building on the momentum of our ongoing network improvements and then moving us forward to create a network for the future.
Ottendorfer will arrive at Sprint with more than 25 years of experience leading global technology teams. Most recently, as group chief technology officer Telekom Austria Group, Ottendorfer was responsible for driving innovation, quality and synergies in all seven central and eastern European countries that Telekom Austria Group serves.
At Telekom Austria Group, Ottendorfer led a number of successful projects that included major wireless network expansion and improvement, the introduction of new technologies and efforts to make the organization more efficient.
Prior to that position, Ottendorfer served as managing director networks of Optus Singtel in Sydney Australia from 2011-2013. He also spent nine years at Deutsche Telekom working in a variety of European countries, eventually leading network planning for all of Deutsche Telekoms mobile networks across Europe.
Network Virtualization is a prime example of the advanced technology that offers the company the ability to increase the power of its wireless network, deploy improvements rapidly, manage it with greater flexibility and more easily introduce new services over the network. Ottendorfer was ahead of the curve in recognizing this technology as a future trend in the mobile industry and he championed its use while serving as Group CTO at Telekom Austria Group.
I am truly honored and excited about the opportunity to join Sprint and work in the biggest telecom market of the world, said Ottendorfer. I see a tremendous amount of potential in the company and its network. The team has established strong momentum and I look forward to building on that.
Robbiati and Ottendorfer will relocate to Kansas City with their families.
About Sprint:
Sprint (NYSE: S) is a communications services company that creates more and better ways to connect its customers to the things they care about most. Sprint served more than 57 million connections as of March 31, 2015 and is widely recognized for developing, engineering and deploying innovative technologies, including the first wireless 4G service from a national carrier in the United States; leading no-contract brands including Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. Sprint has been named to the Dow Jones Sustainability Index (DJSI) North America for the past four years. You can learn more and visit Sprint at www.sprint.com or www.facebook.com/sprint and www.twitter.com/sprint.
D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z&
D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z&
D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z& D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
M609J!GL&C :=!J\&P ;1!N,&]0<'!QD'*P<]!T\'80=T!X8'F0>L![\'T@?E
M!_@("P@?"#((1@A:"&X(@@B6"*H(O@C2".<(^PD0"24).@E/"60)>0F/":0)
MN@G/">4)^PH1"B<*/0I4"FH*@0J8"JX*Q0K<"O,+"PLB"SD+40MI"X +F NP
M"\@+X0OY#!(,*@Q##%P,=0R.#*<,P S9#/,-#0TF#4 -6@UT#8X-J0W##=X-
M^ X3#BX.20YD#G\.FPZV#M(.[@\)#R4/00]>#WH/E@^S#\\/[! )$"800Q!A
M$'X0FQ"Y$-<0]1$3$3$13Q%M$8P1JA')$>@2!Q(F$D429!*$$J,2PQ+C$P,3
M(Q-#$V,3@Q.D$\43Y10&%"<4211J%(L4K13.%/ 5$A4T%585>!6;%;T5X!8#
M%B86219L%H\6LA;6%OH7'1=!%V47B1>N%](7]Q@;&$ 891B*&*\8U1CZ&2 9
M11EK&9$9MQG=&@0:*AI1&G<:GAK%&NP;%!L[&V,;BANR&]H< APJ'%(<>QRC
M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z& V:[D>5-=2^RG\*B85.PSUR*
M8P]*9!7<'FOTA_X)H#'P9\0_]C))_P"D\-?G XY_6OT@_P"":/\ R1KQ#_V,
MDG_HB&@<=SX[_:Q'_&2/Q!_["W_M*.O)U!KUO]JX?\9'_$ G_H+?^THZ\I"C
MZ4"8T+S4BKD4 9/M3UP* ,#QY>'3O!FLSC(*6C@'TR,?UKY*M4$DH! Q[U
M],_'"X-O\/;P!=PEDC0D]LM7SIX?EC6Z\N6(S&4@*H&23G@#\<4F[(T@CZ2_
M9O\ @KI?CR"XBUR#S89@K,RMC:@]#[FOIKP_^R+\.49!>6%W.HXP]TQ"_2JO
M[/'PYO? _@JWN=6B$>IZHJR-%_SQ3^%?KCK7MNEZJND.S36KW4+??9>N>X _
MK7P6-QU>KBI>RF^4_0PT^*+:?NQ].*]=U3QUH>J6[0^7=6DR\ 2IW]C56*_M+.T:2
MY=#"I#Y_O"N.K4K.7O3;/4H4Z$87C%?<>$>)?!OV.UD6*W90.0 ,5X/XYTG[
M/,T%TF"Z$C(ZBOI[XA_$*;5KT:9X)TH7-S+G=+]X)[X_QKY\^*6B:I8XG\0S
M)YY&T1J>!]/2NW 0DI7]==\';K_ (5O\9#:Z8-OAKQXI9H$'R6>H*,G [!QD_7->_EF.0=3GT/2F^$?#8T?1;>-DPFP
M$8'4GK3=1U&Y%Q)%I=HDRPCYF8[0OXU\=*#G*[/OJ.16I8^*+MIW2_;33&,+LADWLN?4U?U6]M=-C>YN%06^W>S<5+HI.
MR9WTZZ<=CFX+2:652R! !GIC-;.FVTUS=Z8L&1/'J5J86/\ "WF 9_*N=E\2
MW^J2EM)_LL1 C:DLI5Z[[X7W4FIZI8_VO;B&:SOH20IR"-XP?SKKP=-*K&S/
M(S*MS49-;6/J&BBBOKS\^"BBB@ HHHH **** "BBB@"*4A0Q') S7RUK=M/X
MWOI;J8L;@W 4^S#*GV-?KWX&\5:%\;/AMIVLVT4-[I6NV
MH:6VE 8(W1T8>JMD?AFOQ"?4IKJ]::Y/S$]?05]R?\$[/C>FAZIJ?@;7[DK9
MZBC7NEES]V91^\C _P!I>0/45X^
QKY-_;=^&G]B+8^(=-MU4V4_[QE7&8I/7Z-_.OT"\20M.D?FIM>+[V._/
M6O'?VI_!"^)?A'J&R(2N+.5" .<;=RG\& -7E[]A5AR[+0Z,;.5>G/F^U=_J
M?DUXEASMGC PXSQ6/!+L*#_;R/RKH+E/,TM5D&6C."#[5SLZ>2RD 8W#D?6O
MLWO<^0MI8TI7WQ-M^N:S@<9!X[5'4
M+9?WEJ
-[6>[T"^2PD82^2WEJ#DYQQ7P')*C
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M5] -:A H X '&*\M^$_ATZKXFEU(@M;::"/,(X>9AT'T&3^5>R-;^QKZC!
M0M3N?G^9U>>LU
!R&4
M'MTJ)P<'BED)1D;G! Y%(HOX D![-QUK[P_8K^(%G\2/AUJOPY\;J+L:2@6%
M7/S-:L?D=3V:-N,CH-M?!T;@H.Y'3BN\^#/Q%N/A7\1-)\00.Y@@F$=]&I_U
MMN_$B_ER/=16M*5I6>SW(FG:ZW6Q];>.OA]/X.U-] \3 75K.2VF:@XP+B/T
M)_O@=?SKS[6/!&CV5K,9K4B1>5<('!_$5]N:AX?T3XI^$AINLK'=V-["LMI<
MH?F3<,K(C=CR#7Q=\7?AQXL^%.NBRU)I+_2)&_T:^C^;