Exhibit 10g
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made December ___, 1993 between
Ameritech Corporation ("Company"), a Delaware corporation, and Xxxxxxx Xxxxxxxx
("Employee").
In consideration of the mutual promises contained herein the Parties agree as
follows:
1. Employment of Employee. Company hereby employs Employee, and Employee
hereby accepts employment with Company, as Executive Vice President--Corporate
Strategy and Business Development, commencing on January 31, 1994 ("Hire Date").
Employee agrees to devote his full business attention and time to the business
affairs of the Company and its affiliates and to faithfully and efficiently
perform his duties.
2. Compensation of Employee. Employee shall be compensated for his services
as follows:
(a) Company will pay Employee an annual base salary of $460,000.00, payable
in 12 monthly installments. This base salary shall be subject to review and
adjustment in accordance with the Company's customary practice with respect to
its Senior Managers.
(b) Employee is eligible for a short term incentive bonus of $250,000.00,
at target. Employee acknowledges, understands and agrees that the actual payout
of this bonus can range from 0% to 150% depending upon Company's performance
against established objectives. Employee further acknowledges, understands and
agrees that this
award shall be prorated to reflect actual number of months worked in 1994. This
short term incentive bonus shall be subject to review and adjustment in
accordance with the Company's customary practice with respect to its Senior
Managers.
(c) Employee is eligible to participate in Company's long term incentive
plans. Although Company has not finalized the specifics of the long term
incentive plan for Employee, Company expects that the long term incentive plan
will produce compensation for Employee of approximately $548,000.00 at target
over the long term compensation period. Employee acknowledges, understands and
agrees that the actual compensation under the Company's long term incentive plan
for the 1994 grant will be based upon the Company's stock performance and
accumulated dividends.
3. Additional Benefits. During his employment, Employee will be entitled to
participate in the pension, welfare benefit and fringe benefit plans and
programs then maintained by the Company for its management employees, all in
accordance with their terms. A current list of such plans and programs is set
forth in Exhibit A to this Agreement.
4. Special Bonus Payments. Within 30 days following the Hire Date, Employer
shall pay Employee the sum of $820,000.00. Within 90 days following the Hire
Date, Employer shall pay Employee the sum of Fifty Percent (50%) of the loss on
the sale of your home. On the anniversary of the Hire Date, Employer shall pay
Employee the sum of $275,000.00.
5. Termination of Employee. Employee acknowledges, understands and agrees
that he is an at will employee and the Company may terminate his employment with
or without cause. If Company terminates Employee without cause prior to the
fifth
2
anniversary of the Hire Date, then Company shall pay Employee a lump sum equal
to Eighteen (18) Months of his annual salary as of the date of termination. If
Employee voluntarily terminates his Employment, or if Company terminates
Employee for cause, then Company shall have no further obligations to Employee
under this Agreement.
6. For Cause Defined. For purposes of this Agreement, termination for cause
shall mean termination of Employee's employment for misconduct, acts involving
theft or dishonesty, criminal acts, acts involving moral turpitude,
insubordination, absenteeism, or violation of Employer's Code of Conduct.
7. Confidentiality. During his employment, Employee agrees not to divulge
or appropriate to his own use or the use of others any secret, proprietary or
confidential information or knowledge pertaining to the business of Company, or
any of its subsidiaries or affiliates, obtained by Employee while he was
employed by the Company or its subsidiaries or affiliates. Upon termination of
his employment, Employee agrees to immediately deliver to the General Counsel of
the Company, all papers, documents and other materials containing such
information and all other corporate papers, documents and materials wherever
retained.
8. Remedies. Employee acknowledges that the Company would be irreparably
harmed by a violation of the preceding paragraph and agrees, that in addition to
any other remedy the Company may have, that the Company will be entitled to an
injunction restraining Employee from any actual or threatened breach of this
paragraph, an accounting of all profits or benefits arising from such breach and
any other appropriate remedy without any bond or other security being required.
9. Waivers. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is consented to in
writing by the Parties. The waiver of either Party of a breach of any term of
this Agreement shall not operate or be construed as a waiver of any other breach
of this Agreement.
10. Amendment and Termination. This Agreement may be amended or terminated
by the mutual consent of the Parties.
11. Death of Employee. If Employee dies during his Employment with Company,
then Company shall have no further obligations to Employee under the terms of
this Agreement.
12. Notice. Any notice required to be given by Company under this Agreement
will be sufficient if it is in writing and is sent by registered mail to
Employee at his principal office or residence.
13. Successors and Assigns. This Agreement will be binding upon, and inure
to the benefit of, the Company, its successors and assigns.
14. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.
15. Choice of Law. The provisions of the Agreement shall be construed in
accordance with the internal laws (and not the law of conflicts) of the state of
Illinois.
/s/ W. Xxxxxxx Xxxxxxxx AMERITECH CORPORATION
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XXXXXXX XXXXXXXX
BY: /s/ Xxxxxxx X. Xxxxxxxxx
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ITS: President and COO
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