Standard Contracts
CREDIT AGREEMENT Dated as of May 10, 2006 Among EMBARQ CORPORATION as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A. as Syndication Agent BANK OF AMERICA, N.A. DEUTSCHE...Credit Agreement • May 11th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • New York
EMBARQ CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
Special Compensation and Non-Compete AgreementSpecial Compensation and Non-Compete Agreement • March 14th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
THIS AGREEMENT is entered into as of the 9th day of December, 1997 (the “Effective Date”), by and between SPRINT CORPORATION, a Kansas corporation (“Sprint,” and it, together with its Subsidiaries, the “Employer”), and THOMAS J. MCEVOY (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 200 , by and between Embarq Corporation, a Delaware corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 17.
SEPARATION AND DISTRIBUTION AGREEMENT by and between SPRINT NEXTEL CORPORATION and EMBARQ CORPORATION dated as of May 1, 2006Separation and Distribution Agreement • May 2nd, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 1, 2006, is entered into by and between Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Embarq Corporation, a Delaware corporation and, as of the date of this agreement, a wholly owned subsidiary of Sprint (“Embarq”).
Employment AgreementEmployment Agreement • March 14th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 29, 2005 (the “Effective Date”), by and among SPRINT CORPORATION, a Kansas corporation (“Sprint”), SPRINT/UNITED MANAGEMENT COMPANY, a Kansas corporation and subsidiary of Sprint (“SUMC”) (Sprint, SUMC and the subsidiaries of Sprint are collectively referred to herein as the “Company”), and MELANIE COLEMAN (“Executive”). Before the Spin-off, “Company” may refer to Sprint individually or to Sprint, SUMC and their subsidiaries collectively, as the context may require; after the Spin-off, “Company” shall refer to SpinCo individually or to SpinCo and its Subsidiaries collectively.
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN SPECIAL EQUITY GRANT AWARD AGREEMENTSpecial Equity Grant Award Agreement • July 25th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
This Award will be forfeited if this Award Agreement is not accepted and signed within 45 days of the Receipt Date or if notification of revocation is provided, both as indicated in paragraph (d) below.
AGREEMENT REGARDING SPECIAL COMPENSATION AND POST EMPLOYMENT RESTRICTIVE COVENANTSSpecial Compensation and Post Employment Restrictive Covenants Agreement • October 30th, 2008 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
THIS AGREEMENT made this 12th day of December, 1995, by and between SPRINT CORPORATION, a Kansas corporation (“Sprint”), (Sprint, and the subsidiaries of Sprint are collectively referred to herein as “Employer”), and DENNIS G. HUBER (“Executive”).
ContractTax Sharing Agreement • May 18th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
TAX SHARING AGREEMENT dated as of May 17, 2006 (this “Agreement”) between Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”) and Embarq Corporation, a Delaware corporation (“Embarq”, collectively, the “Companies”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 7, 2005 by and among SPRINT CORPORATION, a Kansas corporation (“SPRINT”), SPRINT/UNITED MANAGEMENT COMPANY, a Kansas corporation and Subsidiary of SPRINT (“SUMC”) (SPRINT, SUMC and their Subsidiaries are collectively referred to herein as the “Company”; prior to the Spin-Off, “Company” may refer to SPRINT individually or to SPRINT, SUMC and their Subsidiaries collectively, as the context may require; after the Spin-Off, “Company” shall refer to SpinCo individually or to SpinCo and its Subsidiaries collectively), and Daniel R. Hesse (“Executive”) (certain capitalized terms used herein being defined in Article 7).
EMBARQ SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (as amended and restated effective January 1, 2007)Supplemental Executive Retirement Plan • March 9th, 2007 • Embarq CORP • Telephone communications (no radiotelephone)
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 14th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
TRANSITION SERVICES AGREEMENT made as of January 20, 2006, between LTD Holding Company, a Delaware corporation (“Receiver”) and Sprint Nextel Corporation, a Kansas corporation (“Provider”).
AMENDMENT 2008-1 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2009 • Embarq CORP • Telephone communications (no radiotelephone)
THIS AMENDMENT 2008-1, dated as of December 22, 2008, between Embarq Corporation, a Delaware corporation (“Embarq”), (Embarq and its subsidiaries are collectively referred to herein as “Employer”), and Gene M. Betts (“Executive”).
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN SPECIAL EQUITY GRANT AWARD AGREEMENTSpecial Equity Grant Award Agreement • May 23rd, 2006 • Embarq CORP • Telephone communications (no radiotelephone)
This Award will be forfeited if this Award Agreement is not accepted and signed within 45 days of the Receipt Date or if notification of revocation is provided, both as indicated in paragraph (d) below.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 28th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
TRANSITION SERVICES AGREEMENT made as of January 20, 2006, between LTD Holding Company, a Delaware corporation (“Receiver”) and Sprint Nextel Corporation, a Kansas corporation (“Provider”).
Underwriting AgreementUnderwriting Agreement • May 18th, 2006 • Embarq CORP • Telephone communications (no radiotelephone)
Sprint Capital Corporation, a Delaware corporation (the “Selling Noteholder”), a wholly owned subsidiary of Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) (x) an aggregate of $1,000,000,000 principal amount of 6.738% Notes due 2013 (“2013 Notes”) of Embarq Corporation, a Delaware corporation (the “Company”), (y) an aggregate of $2,000,000,000 principal amount
Employment AgreementEmployment Agreement • March 4th, 2008 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 3, 2008 (the “Effective Date”), by and between Embarq Corporation, a Delaware corporation (the “Company”), and THOMAS A. GERKE (“Executive”).
SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT BETWEEN SPRINT NEXTEL CORPORATION AND EMBARQ CORPORATIONSoftware and Proprietary Information Agreement • May 18th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
This SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT is made, effective as of the Distribution Date, by and between Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Embarq, a Delaware corporation (“Embarq”).
AGREEMENT AND PLAN OF MERGER Dated as of October 26, 2008, Among Embarq Corporation, CenturyTel, Inc. and Cajun Acquisition CompanyMerger Agreement • October 27th, 2008 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 26, 2008, among Embarq Corporation, a Delaware corporation (“Pine”), CenturyTel, Inc., a Louisiana corporation (“Cedar”), and Cajun Acquisition Company, a Delaware corporation and a wholly owned subsidiary of Cedar (“Pine Merger Sub”).
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENTAward Agreement • April 30th, 2007 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
This Award Agreement is governed by the laws of the State of Delaware without giving effect to the principles of the conflict of laws to the contrary. This Award Agreement may be modified only by written instrument signed by you and the Company; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided in the Plan. Neither this Award Agreement, nor the Award, may be transferred, sold, assigned, pledged or otherwise alienated or hypothecated by you in any way other than by will, or by the laws of descent and distribution. Except as specifically provided in this Award Agreement, this Award Agreement binds and will inure to the benefit of the heirs, legal representatives, successors and assigns of the Company and you.
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENTAward Agreement • August 1st, 2006 • Embarq CORP • Telephone communications (no radiotelephone)
This Award Agreement is governed by the laws of the State of Delaware without giving effect to the principles of the conflict of laws to the contrary. This Award Agreement may be modified only by written instrument signed by you and the Company; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided in the Plan. Neither this Award Agreement, nor the Award, may be transferred, sold, assigned, pledged or otherwise alienated or hypothecated by you in any way other than by will, or by the laws of descent and distribution. Except as specifically provided in this Award Agreement, this Award Agreement binds and will inure to the benefit of the heirs, legal representatives, successors and assigns of the Company and you.
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT Dated as of January 23, 2009Credit Agreement • January 23rd, 2009 • Embarq CORP • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT by and among Embarq Corporation, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.
AMENDMENT 2008-1 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2009 • Embarq CORP • Telephone communications (no radiotelephone)
THIS AMENDMENT 2008-1, dated as of December 23, 2008, between Embarq Corporation, a Delaware corporation (“Embarq”), (Embarq and its subsidiaries are collectively referred to herein as “Employer”), and Thomas J. McEvoy (“Employee”).
WAIVERWaiver • February 29th, 2008 • Embarq CORP • Telephone communications (no radiotelephone)
By my signature below, I hereby waive any rights I may have under my Employment Agreement dated December 3, 2003 to provide notice of a Non-CIC Good Reason termination (as defined in such Employment Agreement) in the event that I am asked by the Board of Directors of Embarq Corporation (the “Company”), upon the hiring of a Chief Executive Officer of the Company, to resign from the position of Interim Chief Executive Officer and return to the position of General Counsel - Law and External Affairs or to assume a senior executive position of greater authority than that of General Counsel - Law and External Affairs, in either case, at no less than the same base salary, short-term and long-term incentive opportunities and benefits which were payable to me as of December 16, 2007, and at least the same level of authority and responsibilities as I have in my current position of General Counsel - Law and External Affairs as of December 16, 2007.
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENTAward Agreement • February 27th, 2007 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
Subject to the Embarq Corporation 2006 Equity Incentive Plan (the “Plan”) and this Award Agreement, including Attachment A (the “Award Agreement”), the Company is granting to you an award of Restricted Stock Units (“RSUs”) and Stock Options (“Options”) under the Plan (this “Award”). The number of RSUs, the number of Shares subject to Options, the Grant Date, and the settlement/vesting dates for such RSUs and Options, respectively, are as follows:
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 4th, 2008 • Embarq CORP • Telephone communications (no radiotelephone)
This Award Agreement is governed by the laws of the State of Delaware without giving effect to the principles of the conflict of laws to the contrary. This Award Agreement may be modified only by written instrument signed by you and the Company; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided in the Plan. Neither this Award Agreement, nor the Award, may be transferred, sold, assigned, pledged or otherwise alienated or hypothecated by you in any way other than by will, or by the laws of descent and distribution. By accepting this Award, you acknowledge the authority and discretion of the Board and the Committee with respect to this Award
AMENDMENT 2008-2 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2009 • Embarq CORP • Telephone communications (no radiotelephone)
THIS AMENDMENT 2008-2, dated as of December 20, 2008, between Embarq Corporation, a Delaware corporation (“Embarq”), (Embarq and its subsidiaries are collectively referred to herein as “Company”), and Thomas A. Gerke (“Executive”).
EMBARQ KEY MANAGEMENT BENEFIT PLANEmbarq Key Management Benefit Plan • May 11th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
This Plan has been established in accordance with Section 5 of the Employee Matters Agreement dated May 17, 2006 by and between Sprint Nextel Corporation and Embarq Corporation for the benefit of certain current and former key executives of Embarq Corporation and its subsidiaries who were participants in the Sprint Key Management Benefit Plan immediately prior to the Effective Date, in order to retain or reward them for their services and encourage them to continue the increasing profitability of the Company.
Amendment No. 2 to Employment AgreementEmployment Agreement • June 30th, 2009 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
This Amendment No. 2 (this “Amendment No. 2”) amends the Employment Agreement, dated December 9, 1997 and amended as of December 23, 2008 (the “Employment Agreement”), between you and Embarq Corporation, a Delaware Corporation (“Embarq”). In connection with the proposed merger between Embarq, CenturyTel, Inc., a Louisiana Corporation (“CenturyTel”) and Cajun Acquisition Company, a Delaware Corporation and wholly owned subsidiary of CenturyTel (the “Merger”), Embarq, CenturyTel and you agree that your Employment Agreement is hereby amended as follows:
PATENT AGREEMENT BETWEEN SPRINT NEXTEL CORPORATION AND EMBARQ CORPORATIONPatent Agreement • May 18th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
This PATENT AGREEMENT is made, effective as of the Distribution Date, by and between Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Embarq Corporation, a Delaware corporation (“Embarq”).
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN FORM OF STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 4th, 2008 • Embarq CORP • Telephone communications (no radiotelephone)
Subject to the Embarq Corporation 2006 Equity Incentive Plan (the “Plan”) and this Stock Option Award Agreement, including Attachment A (the “Award Agreement”), the Company is granting to you an award of Stock Options (the “Options”) under the Plan (this “Award”). The Grant Date, the exercise price, the number of Shares subject to the Options, and the vesting dates for such Options, respectively, are as follows:
FORM OF TRADEMARK ASSIGNMENT AND LICENSE AGREEMENTTrademark Assignment and License Agreement • April 28th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
THIS TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT, dated as of May , 2006 (“Effective Date”), is made and entered by and among Sprint Nextel Corporation, a Kansas corporation on behalf of itself and its all of its controlled affiliates (“Sprint”), on the one hand, and Embarq Corporation, a Delaware corporation (“Embarq”), and the other parties set forth on the signature pages to this agreement (collectively with Embarq, the “Embarq Group”).
FORM OF PATENT AGREEMENT BETWEEN SPRINT NEXTEL CORPORATION AND EMBARQ CORPORATIONPatent Agreement • April 10th, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Delaware
This PATENT AGREEMENT is made, effective as of the Distribution Date, by and between Sprint Nextel Corporation, a Kansas corporation (“Sprint”), and Embarq Corporation, a Delaware corporation (“Embarq”).
EMBARQ CORPORATION 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENTAward Agreement • August 1st, 2006 • Embarq CORP • Telephone communications (no radiotelephone)
Subject to the Embarq Corporation 2006 Equity Incentive Plan (the “Plan”) and this Award Agreement, including Attachment A (the “Award Agreement”), and your Employment Agreement dated June 7, 2005, between you, the Company, and Embarq Management Company (the “Employment Agreement”), the Company is granting to you an award of Restricted Stock Units (“RSUs”) and Stock Options (“Options”) under the Plan (this “Award”). The number of RSUs, the number of Shares subject to Options, the Grant Date, the Regular Annual Grant Date, and the settlement/vesting dates for such RSUs and Options, respectively, are as follows:
AGREEMENT AND GENERAL RELEASEGeneral Release Agreement • December 22nd, 2006 • Embarq CORP • Telephone communications (no radiotelephone) • Kansas
THIS Agreement made as of the 19th day of December 2006, between Embarq Corporation, a Delaware corporation (the “Company”), and Michael B. Fuller (the “Executive”).
EMBARQ SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (as amended and restated as of January 1, 2009)Supplemental Executive Retirement Plan • February 13th, 2009 • Embarq CORP • Telephone communications (no radiotelephone)
