Attached files
Exhibit 10.1
FIRST AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This First Amendment (the "Amendment") to that certain Amended and Restated
Employment Agreement made and entered into as of December 31, 2008 by and
between Sprint Nextel Corporation and Robert Brust (the "Agreement") is made and
entered into December 22, 2009, ("Amendment Effective Date"). Certain
capitalized terms shall have the meaning ascribed to them in the Agreement.
WHEREAS, in anticipation of the continuation of Executive's employment
beyond the Initial Employment Term for one Renewal Term, the Company and the
Executive desire to amend the Agreement as provided herein.
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 hereby amend the Agreement as follows:
1. The last sentence of Section 2 shall be deleted in its entirety and
replaced with the following new sentence:
The Executive shall provide the Company with written notice of his
intent to terminate employment with the Company at least 60 days prior
to the effective date of such termination and the Company shall
provide the Executive with written notice of its intent to terminate
Executive's employment with the Company without Cause at least 60 days
prior to the effective date of such termination.
2. There shall be added to Section 2 the following new paragraph:
Notwithstanding any implication in the foregoing to the contrary,
conditioned on Executive facilitating the orderly transition of his
duties to his successor and otherwise performing his duties under and
complying with the terms of this Agreement, following the end of such
transition (as reasonably determined by the Company), but in no event
later than May 1, 2011, the Company shall terminate the Executive's
employment without Cause.
3. Paragraph 3(c) shall be deleted in its entirety and replaced with the
following new paragraph:
(c) During the Employment Term, and provided that such activities do
not contravene the provisions of Section 3(a) 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. Without the prior approval of the Board, the Executive
shall not serve in any executive capacity or as a member of the
governing board of any private or public for-profit company, except
that, during any 60-day period of notice of employment termination as
provided in Section 2 of this Agreement, Executive shall be permitted
to serve as a member of up to two additional boards subject to
compliance with the Company's Code of Conduct. The Executive has
resigned from the board of directors of any public for-profit company
on which he served except for the boards set forth on Exhibit A
hereto.
4. There shall be added to Section 4 a new paragraph (e) as follows:
Special Bonus. The Company will pay the Executive twelve monthly
payments of $50,000 as soon as reasonably practicable after the first
day of each month beginning on May 1, 2010 and ending on April 1,
2011, contingent on the Executive being employed by the Company as of
each such date, as applicable.
5. There shall be added to Section 4(b)(ii) a new paragraph as follows:
Specifically, for 2010, the Executive shall be granted, at the same
time as the grant of LTSIP awards to the Company's other senior
executives and conditioned on his continued employment as of such
time, an LTSIP award at an LTSIP Target Award Opportunity of
$3,000,000, 50% of which shall be in the form of stock options and 50%
of which shall be in the form of restricted stock units, with the
terms and conditions provided in the form of award agreement,
respectively, attached hereto as Attachment 1 and Attachment 2.
6. There shall be added to Section 9(b) a new subparagraph (vi) as
follows:
(vi) notwithstanding anything in the applicable Award Agreements to
the contrary, contingent on the Executive being continuously employed
by the Company through May 1, 2010,
Brust Employment Agreement First Amendment Page 2 of 4
vesting on May 1, 2011 of the unvested portion of his Sign-On Option
Award and Sign-On RSU Award.
7. Section 29(ff) shall be deleted in its entirety and replaced with the
following:
(ff) "Payment Period" means the remainder of the Employment Term, or a
six-continuous-month period if less, as measured from the Executive's
Separation from Service.
8. In the event and as of the time Executive is granted the awards
described in the second paragraph of Section 4(b)(ii), Section 29(nn)
shall be deleted in its entirety and replaced with the following:
(nn) "Restricted Period" means the 24-continuous-month period
following the Executive's 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.
In all other respects, the terms, conditions and provisions of the
Agreement shall remain the same.
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Brust Employment Agreement First Amendment Page 3 of 4
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed
by an officer pursuant to the authority of its Board, and the Executive has
executed this Amendment, as of the day and year first written above.
SPRINT NEXTEL CORPORATION
/s/ Sandra J. Price
By: Sandra J. Price, Senior Vice President -
Human Resources
EXECUTIVE
/s/ Robert Brust
Robert Brust
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