Exhibit 10(b)
Special Compensation and Non-Compete Agreement
THIS AGREEMENT is entered into as of the 20th day of April, 1998 (the "Effective
Date"), by and between SPRINT CORPORATION, a Kansas corporation ("Sprint," and
it, together with its Subsidiaries, the "Employer"), and XXXX X. XXXXXX
("Employee").
Recitals
1.Employer is engaged in the telecommunications and related businesses. This
is a worldwide business that may be conducted from sites and serve
customers throughout the world.
0.Xx virtue of his work for Employer, Employee has gained and will continue
to gain additional valuable Proprietary Information of Employer.
3.Employer desires to enter into this Agreement to provide severance and
other benefits for Employee in exchange for Employee's agreement to
maintain the confidentiality of certain information and to refrain from
competing with Employer during and after termination of his employment
with Employer.
Capitalized terms are defined in Section 6 or parenthetically throughout this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereby
agree as follows:
1. Employment At Will.
Employee's employment may be terminated by either party for any reason. Employee
shall provide Employer with written notice of his intent to terminate at least
30 days before the effective date of the termination. Except in the event of
Termination for Cause, Employer shall provide Employee with written notice of
its intent to terminate Employee's employment at least 30 days before the
effective date of the termination.
2. Employee's Covenants.
2.01. Committee Approval.
This Agreement is contingent on the Committee's approval of the Stock-based
Award.
2.02. Exclusivity of Services.
Employee shall, during his employment with Employer, owe an undivided duty of
loyalty to Employer and agrees to devote his entire business time and attention
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to the performance of those duties and responsibilities and to use his best
efforts to promote and develop the business of Employer. Employee shall adhere
to the conflicts of interest provisions set forth in Section 7 of the Sprint
Code of Ethics (or any successor provision, which is incorporated by this
reference) as in effect as of the date of this Agreement and as may be amended
from time to time hereafter. The determination of the Committee as to the
Employee's compliance with this provision shall be final.
2.03. Proprietary Information.
Employee acknowledges that during the course of his employment he has learned or
will learn or develop Proprietary Information. Employee further acknowledges
that unauthorized disclosure or use of such Proprietary Information, other than
in discharge of Employee's duties, will cause Employer irreparable harm.
Except in the course of his employment with Employer under this Agreement, in
the pursuit of the business of Employer, or as otherwise required in employment
with Employer, Employee shall not, during the course of his employment or at any
time following termination of his employment, directly or indirectly, disclose,
publish, communicate, or use on his behalf or another's behalf, any Proprietary
Information. If during or after his employment Employee has any questions about
whether particular information is Proprietary Information he shall consult with
Employer's Corporate Secretary.
2.04. Non-Competition.
Employee shall not, during the Non-Compete Period, engage in Competitive
Employment, whether paid or unpaid and whether as a consultant, employee, or
otherwise. This provision shall not apply if, within one year following a Change
in Control:
(i) Employer terminates Employee's employment with Employer for any
reason other than Termination for Cause or Total Disability; or
(ii) Employee terminates his employment with Employer upon
Constructive Discharge.
If Employee ceases to be employed by Employer because of the sale, spin-off,
divestiture, or other disposition by Employer of the Subsidiary, division, or
other divested unit employing Employee, this provision shall continue to apply
during the NonCompete Period, except that Employee's continued employment for
the Subsidiary, division, or other divested unit disposed of by the Employer
shall not be deemed a violation of this provision.
Employee agrees that because of the worldwide nature of Employer's business,
breach of this agreement by accepting Competitive Employment anywhere in the
United States would irreparably injure Employer and that, therefore, a more
limited geographic restriction is neither feasible nor appropriate to protect
Employer's interests.
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2.05. Inducement of Employees, Customers and Others.
During the term of his employment and the Non-Compete Period, Employee shall not
directly or indirectly solicit, induce, or encourage any employee, consultant,
agent, or customer of Employer with whom he has worked or about whom he has
gained Proprietary Information to terminate his or its employment, agency, or
customer relationship with Employer or to render services for or transfer
business to any Competitor of Employer.
2.06. Return of Employer's Property.
Employee shall, upon termination of his employment with Employer, return to
Employer all property of Employer in his possession, including all notes,
reports, sketches, plans, published memoranda or other documents, whether in
hard copy or in computer form, created, developed, generated, received, or held
by Employee during employment, concerning or related to Employer's business,
whether containing or relating to Proprietary Information or not. Employee shall
not remove, by e-mail, by removal of computer discs or hard drives, or by other
means, any of the above property containing Proprietary Information, or
reproductions or copies thereof, or any apparatus from Employer's premises
without Employer's authorization.
2.07. Exit Interview.
At Employer's request, Employee shall participate in an exit interview prior to
his Severance Date to provide for the orderly transition of his duties, to
arrange for the return of Employer's property, to discuss his intended new
employment, and to discuss and complete such other matters as may be necessary
to ensure full compliance with this Agreement.
2.08. Confidentiality of Agreement.
Employee shall not disclose or discuss the existence of this Agreement, the
Stock-Based Award, the Special Compensation, or any other terms of the Agreement
except
(i) to members of his immediate family,
(ii) to his financial advisor or attorney, but then only to the extent
necessary for them to assist him
(iii) to a potential employer on a strictly confidential basis, and then
only to the extent necessary for reasonable disclosure in the
course of serious negotiations, or
(iv) as required by law or to enforce his legal rights.
3. Stock-Based Award.
As partial consideration for Employee's agreements hereunder, Employee shall be
granted the Stock-Based Award on the terms set forth in this section.
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3.01. Award of Restricted Stock.
Effective as of the date of approval (the "Grant Date") by the Committee,
Employer grants to Employee an award of 3,000 shares of restricted stock under
Sprint's 1990 Restricted Stock Plan, the terms of which are hereby incorporated
into this Agreement by this reference.
(a) Lapse of Restrictions.
Employee may not sell, transfer, assign, pledge, or otherwise encumber or
dispose of shares of restricted stock until the restrictions on the shares
lapse. Restrictions on the shares covered by this award shall lapse, with
respect to 25% of the total shares granted, on each of the first four
anniversaries of the Grant Date.
(b) Rights as Stockholder and Issuance of Shares.
Except as set forth in the 1990 Restricted Stock Plan, Employee shall have all
rights of a stockholder with respect to the shares of restricted stock,
including the right to vote the shares of stock and the right to dividends on
the shares. The shares of restricted stock shall be registered in the name of
the Employee and the certificates evidencing the shares shall, at Employer's
sole election, either (i) bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to the award or (ii) be held in escrow
by the Company. Within 60 days of the Effective Date of this Agreement, the
Employee shall execute a stock power or powers assigning the shares of
restricted stock to Sprint, and Sprint shall hold the stock power and the
certificate in escrow and may use the stock power to effect forfeiture of the
restricted stock to the extent the shares are forfeited under the terms of
this Agreement. Sprint shall cause the certificate evidencing unrestricted
shares of common stock to be issued to the Employee as soon as practicable
after the restrictions lapse on the restricted shares.
3.02. Provisions Applicable to Stock-Based Award.
(a) Acceleration of Stock-Based Award.
(1) Conditions to Acceleration.
The restrictions on all shares of restricted stock that have not otherwise
lapsed shall lapse if, on or after the first anniversary of the Effective
Date, Employee is not in breach of this Agreement and
(i) Employer terminates Employee's employment with Employer for any
reason other than Termination for Cause or Employee's Total
Disability or
(ii) Employee terminates his employment with Employer by reason of
Employee's Constructive Discharge or
(iii) Employee ceases to be employed by Employer because of a sale,
merger, divestiture, or other transaction entered into by
Employer.
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(2) No Acceleration on Transfer of Employment to Affiliates.
In no event shall the restrictions lapse on restricted stock as provided in
the prior section upon Employee's ceasing employment with Employer to
commence employment with an Affiliate of Sprint.
(3) Section 280G Limits on Acceleration.
If the acceleration of the vesting of restricted stock or
the exercisability of the stock-based award hereunder, together with all
other payments or benefits contingent on a change in control within the
meaning of Internal Revenue Code Section 280G or any successor provision
("280G"), results in any portion of such payments or benefits to the
Employee not being deductible by the Employer or its successor as a result
of the application of 280G, the Employee's benefits shall be reduced until
the entire amount of the benefits is deductible. The reduction shall be
effected by the exclusion of grants of options, restricted stock, or other
benefits not deductible by Sprint under 280G in reverse chronological order
of grant date from the application of this or other acceleration provision,
until no portion of such benefits is rendered non-deductible by application
of Code Section 280G.
(b) Forfeiture of Stock-Based Award on Transfer to Affiliates and on
Termination of Employment in Certain Circumstances.
Employee shall not be entitled to sell or continue to own
any unvested shares of restricted stock if before such restricted shares
vest,
(i) Employee ceases employment with Employer and begins employment
with an Affiliate of Employer,
(ii) Employer terminates Employee's employment with Employer for
any reason constituting Termination for Cause or by reason of
Employee's Total Disability, or
(iii) Employee terminates his employment with Employer for any
reason other than Employee's Constructive Discharge.
Except as to clause (iii), this provision applies regardless of what
subsequent employment Employee may take.
(c) Tax Withholding.
Employer may withhold the amount of any tax attributable to any amount
payable or shares issuable under this Agreement.
4. Payment of Special Compensation.
In lieu of any payments or benefits available under any and all Employer
severance plans or policies but not in lieu of benefits under Sprint's Long-Term
Disability Plan, Employee shall be entitled to Special Compensation plus any
vacation pay for vacation accrued but not taken by Employee on his Severance
Date, if
(i) Employer terminates Employee's employment with Employer for any reason
other than Termination for Cause or Total Disability or
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(ii) Employee terminates his employment with Employer upon Constructive
Discharge.
The payments and benefits provided for in this section shall be
in addition to all other sums then payable and owing to Employee hereunder and,
except as expressly provided herein, shall not be subject to reduction for any
amounts received by Employee for employment or services provided to any Person
other than Employer after the Severance Date and shall be in full settlement and
satisfaction of all of Employee's claims against and demands upon Employer.
Employee's right to receive severance or other benefits pursuant to this section
shall cease immediately if Employee is reemployed by Employer or Employee
materially breaches this Agreement.
5. Dispute Resolution.
5.01. Jurisdiction and Venue.
Employee consents to jurisdiction and venue in the state and federal courts in
and for Xxxxxxx County, Kansas, for any and all disputes arising under this
Agreement, provided, however, that Employer may seek injunctive relief in any
court of competent jurisdiction to enjoin any violation of the covenants under
Section 2, as well as seeking damages therefor.
5.02. Remedies.
Employee acknowledges that the restraints and agreements herein provided are
fair and reasonable, that enforcement of the provisions of this Agreement will
not cause him undue hardship and that the provisions are reasonably necessary
and commensurate with the need to protect Employer and its legitimate and
proprietary business interests and property from irreparable harm.
Employee acknowledges that failure to comply with the terms of this Agreement,
particularly the provisions of Section 2, will cause irreparable damage to
Employer. Therefore, Employee agrees that, in addition to any other remedies at
law or in equity available to Employer for Employee's breach or threatened
breach of this Agreement, Employer is entitled to specific performance or
injunctive relief, without bond, against Employee to prevent such damage or
breach, and the existence of any claim or cause of action Employee may have
against Employer shall not constitute a defense thereto.
If Employee materially breaches any provision of Section 2 or if any of those
provisions are held to be unenforceable against Employee
(i) Employee shall return any Special Compensation paid pursuant to this
Agreement and
(ii) if Employee's breach occurs within the five-year period beginning on the
Effective Date of this Agreement, Employee shall return to Employer the
stock received with respect to the Stock-Based Award, or, if Employee has
disposed of the stock, an amount equal to the fair market value thereof on
the date of disposition.
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This remedy is a return of consideration and shall be in addition to any other
remedies. During Employee's employment with Employer, the Committee shall
determine whether Employee has materially breached the provisions of Section 2,
and the Committee's determination shall be final.
6. Definitions.
6.01. Affiliate.
"Affiliate" means, with respect to any Person, a Person, other than a Subsidiary
of such Person, (i) controlling, controlled by, or under common control with
such Person and (ii) any other Person with whom such Person reports consolidated
financial information for financial reporting purposes. "Control" for this
purpose means direct or indirect possession by one Person of voting or
management rights of at least 20% with respect to another Person.
6.02. Change in Control.
"Change in Control" means the occurrence of any of the following events:
(i) the acquisition by any "person" or "group" as such terms are defined in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules thereunder other than
(A) a trustee or other fiduciary holding securities under an
employee benefit plan of Sprint,
(B) Sprint or a corporation owned, directly or indirectly, by the
stockholders of Sprint in substantially the same proportions as their
ownership of stock of Sprint, or
(C) Deutsche Telekom AG or France Telecom, individually or collectively;
of securities of Sprint representing 20% or more of the combined voting
power of Sprint's then outstanding securities; or
(ii) at the end of any two-year period, less than a majority of the
directors of Sprint are directors
(A) who were directors of Sprint at the beginning of the two-year period
or
(B) whose election or nomination as director was approved by a vote 2/3?s
of the then directors described in this clause (ii) of this
Section 6.02 by prior nomination or election; or
(iii) the shareholders of Sprint approve a merger (in which Sprint is not
the surviving operating entity), consolidation, liquidation, or
dissolution of Sprint, or a sale of all or substantially all of the
assets of Sprint; or
(iv) the acquisition by Deutsche Telekom AG or France Telecom, individually
or collectively, of additional securities of the Company that would
result in their possessing in the aggregate 35% or more of the
combined voting power of the Company's then outstanding securities.
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6.03. Committee.
"Committee" means the Organization, Compensation, and Nominating Committee of
Sprint's board of directors.
6.04. Competitive Employment.
"Competitive Employment" means the performance of duties or responsibilities
for a Competitor of Employer
(i) that are of a similar nature or employ similar professional or technical
skills (e.g., marketing, engineering, legal, etc.) to those employed by
Employee in his performance of services for Employer at any time during
the two years before the Severance Date,
(ii) that relate to products or services that are competitive
with Employer's products or services with respect to which Employee
performed services for Employer at any time during the two years before
the Severance Date, or
(iii) in the performance of which Proprietary Information to
which Employee had access at any time during the two-year period before
the Severance Date could be of substantial economic value to the
Competitor of Employer.
6.05. Competitor of Employer.
Because of the highly competitive, evolving nature of Employer's industry, the
identities of companies in competition with Employer are likely to change over
time. The following tests, while not exclusive indications of what employment
may be competitive, are designed to assist the parties and any court in
evaluating whether particular employment is prohibited under this Agreement. A
Sprint Affiliate shall not be a Competitor of Employer.
"Competitor of Employer" means
(i) any Person doing business in the United States whose primary business
is providing local or long distance telephone or wireless service;
(ii) any Person doing business in the United States, who,
together with its Consolidated Affiliates, receives more than
15% of its gross operating revenue from a line of business in
which Employer, together with its Consolidated Affiliates,
receives more than 15% of its gross operating revenues, all
as measured by the most recent available financial
information of both Employer and such other Person, at the
time Employee accepts, or proposes to accept, employment with
or to otherwise perform services for such Person;
(iii) any Person doing business in the United States and operating, for less
than 5 years, a line of business from which Employer derives more than
15% of its gross operating revenues, notwithstanding such Person's
lack of substantial revenues in such line of business; and
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(iv) any Person doing business in the United States, who receives more than
15% of its gross operating revenue from a line of business in which
Employer has operated for less than 5 years,notwithstanding Employer's
lack of substantial revenues in such line of business.
If financial information is not publicly available or is
inadequate for purposes of applying this definition, the burden shall be on the
Employee to demonstrate that such Person is not a Competitor of Employer.
6.06. Consolidated Affiliate.
"Consolidated Affiliate" means, with respect to any person, all Affiliates and
Subsidiaries of such person, if any, with whom the financial statements of such
person are required, under generally accepted accounting principles, to be
reported on a consolidated basis.
6.07. Constructive Discharge.
"Constructive Discharge" means termination by the Employee of his employment
with the Employer by written notice given within 60 days following one or more
of the following events:
(i) unless Employer first offers to Employee a position having an equal or
greater grade rating, reassignment of Employee from his then current
position with Employer to a position having a lower grade rating, in each
case under Employer's methodology of rating employment positions for its
employees generally;
(ii) a reduction in Employee's targeted total compensation by more than 10%
other than by an across-the-board reduction affecting substantially all
similarly situated employees of Employer; or
(iii) a change in the Employee's base employment area to anywhere other than the
Kansas City metropolitan area within one year following a Change in
Control.
6.08. Non-Compete Period.
"Non-Compete Period" means the 18-month period beginning on Employee's Severance
Date. If Employee breaches or violates any of the covenants or provisions of
this Agreement, the running of the Non-Compete Period shall be tolled during the
period the breach or violation continues.
6.09. Person.
"Person" means any individual, corporation, partnership, association, company,
or other entity.
6.10. Proprietary Information.
"Proprietary Information" means trade secrets (such as customer information,
technical and non-technical data, a formula, pattern, compilation, program,
device, method, technique, drawing, process) and other confidential and
proprietary information concerning the products, processes, or services of
Employer
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or Employer's Affiliates, including but not limited to: computer programs,
un-patented or unpatentable inventions, discoveries or improvements; marketing,
manufacturing, or organizational research and development results and plans;
business and strategic plans; sales forecasts and plans; personnel information,
including the identity of other employees of Employer, their responsibilities,
competence, abilities, and compensation; pricing and financial information;
current and prospective customer lists and information on customers or their
employees; information concerning purchases of major equipment or property; and
information about potential mergers or acquisitions which information: (i) has
not been made generally to the public; and (ii) is useful or of value to the
current or anticipated business, or research or development activities of
Employer or of any customer or supplier of Employer, or (iii) has been
identified to Employee as confidential by Employer, either orally or in writing.
6.11. Severance Date.
"Severance Date" means the last day on which Employee actually performs services
as an employee of Employer.
6.12. Severance Period.
"Severance Period" means the 18-month period beginning on Employee's Severance
Date.
6.13. Special Compensation.
"Special Compensation" means Employee's right
(i) to continue to receive during the Severance Period periodic
compensation at the same rate as his base salary in effect at the
Employee's Severance Date;
(ii) to receive bonuses under one or more of Sprint's
Management Incentive Plan, Executive Management Incentive
Plan, and Sales Incentive Compensation Plan in which Employee
participated on the Severance Date (together with other
incentive compensation plans specifically approved for this
purpose by the Committee, the "Short-Term Incentive Plans")
based on the Employee's target amount under such plans on the
Severance Date, and assuming achievement of performance
targets under the Short-Term Incentive Plans of
(A) the actual performance level for periods before the
beginning of the Severance Period and
(B) the lesser of (a) the actual performance level during the
Severance Period and (b) 100% of targeted performance during the
Severance Period,
pro-rating the foregoing performance levels under the ShortTerm Incentive
Plans based on the ratio of the amount of time in each of the foregoing time
periods to the amount of time in the whole performance period under each
Short-Term Incentive Plan;
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(iii) to receive an award under the Long Term Incentive Plan and the
Executive Long Term Incentive Plan (the "Long-Term Incentive
Plans"), assuming achievement of performance targets under the
Long-Term Incentive Plans of
(A) the actual performance level for periods before the
beginning of the Severance Period and
(B) 0% of targeted performance during the Severance Period,
pro-rating the foregoing performance levels under the Long-
Term Incentive Plans based on the ratio of the amount of time
in each of the foregoing time periods to the amount of time in the
whole performance period under each Long-Term Incentive Plan;
(iv) to continue to participate throughout the Severance
Period in all group health plans (as defined in Code section
106(b)(3) or any successor provision of the Internal Revenue
Code of 1986, as amended, including but not limited to any
medical and dental) that Employer continues to make available
to Employer's employees generally and that Employee was participating
in on his Severance Date, except that
participation in those plans after Employee becomes employed
full-time during the Severance Period shall immediately cease
unless Employee elects to continue coverage under the COBRA
continuation provisions of any group health plan by paying
the applicable premium therefor;
(v) to continue to participate throughout the Severance Period in all
group life insurance and qualified or non-qualified retirement
plans that Employer continues to make available to Employer's
employees generally and that Employee was participating in on his
Severance Date;
(vi) to receive out-placement counseling by a firm selected by Employer
to continue until Employee becomes employed;
(vii) to continue to receive throughout the Severance Period all executive
perquisites (including automobile allowance, long distance services
and all miscellaneous services) Employee was entitled to receive
on the Severance Date except country club membership dues and
accrual of vacation; and
(viii) to have the end of the Severance Period treated as Employee's
termination date for purposes of Sprint's employee stock option
plans and restricted stock plans.
Employee shall not be entitled to participate in Sprint's long- and short-term
disability plan after the Severance Date.
6.14. Stock-Based Award.
"Stock-Based Award" means the award of restricted stock under Section 3 of this
Agreement.
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6.15. Subsidiary.
"Subsidiary" means, with respect to any Person (the "Controlling Person"), all
other Persons (the "Controlled Persons") in whom the Controlling Person, alone
or in combination with one or more of its Subsidiaries, owns or controls more
than 50% of the management or voting rights, together with all Subsidiaries of
such Controlled Persons.
6.16. Termination for Cause.
"Termination for Cause" means termination by Employer of
Employee's employment because of
(i) conduct by the Employee that violates the Employers code of
ethics or reflects adversely on the Employee's honesty or
(ii) Employee's willful engagement in conduct that is materially injurious
to the Employer.
Termination for failure to meet performance expectations, unless willful,
continuing, and substantial, shall not be deemed a Termination for Cause.
6.17. Total Disability.
"Total Disability" shall have the same meaning as in Sprint's Long Term
Disability Plan, as amended from time to time.
7. General Provisions.
7.01. Obligations to Survive Termination of Employment.
Employee's obligations under this Agreement shall survive his termination of
employment with Employer.
7.02. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Employee's
executors, administrators, legal representatives, heirs, and legatees and to
Employer's successors and assigns.
7.03. Partial Invalidity.
The various provisions of this Agreement are intended to be severable and to
constitute independent and distinct binding obligations. Should any provision of
this Agreement be determined to be void and unenforceable, in whole or in part,
it shall not be deemed to affect or impair the validity of any other provision
or part thereof, and such provision or part thereof shall be deemed modified to
the extent required to permit enforcement. Without limiting the generality of
the foregoing, if the scope of any provision contained in this Agreement is too
broad to permit enforcement to its full extent, but may be enforceable by
limitations thereon, such provision shall be enforced to the maximum extent
permitted by law, and Employee hereby agrees that such scope may be judicially
modified accordingly.
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7.04. Waiver.
The waiver by either party of a breach of any provision of this Agreement by any
other party shall not operate or be construed as a waiver of any subsequent
breach.
7.05. Prior Agreements Merged into Agreement.
This Agreement represents the entire understanding of the parties and, to the
extent that there is any conflict, supersedes all other agreements with respect
to the subject matter hereof.
7.06. Notices.
Any notice or other communication required or permitted to be given hereunder
shall be determined to have been duly given to any party
(i) upon actual receipt at the address of such party specified
below if delivered personally or by regular U.S. mail;
(ii) upon receipt by the sender of a "GOOD" or "OK" confirmation of
transmission if transmitted by facsimile, but only if a copy is also
sent by regular mail or courier;
(iii) when delivery is certified if sent as certified mail, return receipt
requested, addressed, in any case to the party at the following
addresses:
If to Employee: If to Employer:
Xxxx X. Xxxxxx Sprint Corporation
0000 Xxxx Xxxxx Xxx Attn: Corporate Secretary
Xxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
FAX: (000) 000-0000
or to such other address or telecopy number as any party may designate by
written notice in the aforesaid manner, or with respect to Employee, such
address as Employee may provide Employer for purposes of its human resources
database.
7.07. Governing Law.
Because Employer's business is headquartered in Kansas, and to ensure uniformity
of enforcement of this Agreement, the validity, interpretation, and enforcement
of this Agreement shall be governed by the laws of the State of Kansas.
7.08. Number and Gender.
Wherever the context requires, each term stated in either the singular or plural
shall include the singular and the plural, and the pronouns stated in either the
masculine, the feminine, or the neuter gender shall include the masculine,
feminine, or neuter as appropriate.
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7.09. Headings.
The headings of the Sections of this Agreement are for reference purposes only
and do not define or limit, and shall not be used to interpret or construe the
contents of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and effective as of April 20, 1998.
SPRINT CORPORATION
by: /s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx, Vice President
and Secretary
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Employee
Special Compensation and Non-Compete Agreement
THIS AGREEMENT is entered into as of the 13th day of April, 1998 (the "Effective
Date"), by and between SPRINT CORPORATION, a Kansas corporation ("Sprint," and
it, together with its Subsidiaries, the "Employer"), and XXX XXXXX ("Employee").
Recitals
1.Employer is engaged in the telecommunications and related businesses. This
is a worldwide business that may be conducted from sites and serve
customers throughout the world.
0.Xx virtue of his work for Employer, Employee has gained
and will continue to gain additional valuable Proprietary Information of
Employer.
3.Employer desires to enter into this Agreement to provide severance and
other benefits for Employee in exchange for Employee's agreement to
maintain the confidentiality of certain information and to refrain from
competing with Employer during and after termination of his employment
with Employer.
Capitalized terms are defined in Section 6 or parenthetically throughout this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the
mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the parties, the
parties hereby agree as follows:
1. Employment At Will.
Employee's employment may be terminated by either party for any reason. Employee
shall provide Employer with written notice of his intent to terminate at least
30 days before the effective date of the termination. Except in the event of
Termination for Cause, Employer shall provide Employee with written notice of
its intent to terminate Employee's employment at least 30 days before the
effective date of the termination.
2. Employee's Covenants.
2.01. Committee Approval.
This Agreement is contingent on the Committee's approval of the Stock-based
Award.
2.02. Exclusivity of Services.
Employee shall, during his employment with Employer, owe an undivided duty of
loyalty to Employer and agrees to devote his entire business time and attention
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to the performance of those duties and responsibilities and to
use his best efforts to promote and develop the business of Employer. Employee
shall adhere to the conflicts of interest provisions set forth in Section 7 of
the Sprint Code of Ethics (or any successor provision, which is incorporated by
this reference) as in effect as of the date of this Agreement and
as may be amended from time to time hereafter. The determination of the
Committee as to the Employee's compliance with this provision shall be final.
2.03. Proprietary Information.
Employee acknowledges that during the course of his employment he has learned or
will learn or develop Proprietary Information. Employee further acknowledges
that unauthorized disclosure or use of such Proprietary Information, other than
in discharge of Employee's duties, will cause Employer irreparable harm.
Except in the course of his employment with Employer under this Agreement, in
the pursuit of the business of Employer, or as otherwise required in employment
with Employer, Employee shall not, during the course of his employment or at any
time following termination of his employment, directly or indirectly, disclose,
publish, communicate, or use on his behalf or another's behalf, any Proprietary
Information. If during or after his employment Employee has any questions about
whether particular information is Proprietary Information he shall consult with
Employer's Corporate Secretary.
2.04. Non-Competition.
Employee shall not, during the Non-Compete Period, engage in Competitive
Employment, whether paid or unpaid and whether as a consultant, employee, or
otherwise. This provision shall not apply if, within one year following a Change
in Control:
(i) Employer terminates Employee's employment with Employer for any
reason other than Termination for Cause or Total Disability; or
(ii) Employee terminates his employment with Employer upon Constructive
Discharge.
If Employee ceases to be employed by Employer because of the
sale, spin-off, divestiture, or other disposition by Employer of the Subsidiary,
division, or other divested unit employing Employee, this provision shall
continue to apply during the NonCompete Period, except that Employee's continued
employment for the Subsidiary, division, or other divested unit disposed of by
the Employer shall not be deemed a violation of this provision.
Employee agrees that because of the worldwide nature of
Employer's business, breach of this agreement by accepting Competitive
Employment anywhere in the United States would irreparably injure Employer and
that, therefore, a more limited geographic restriction is neither feasible nor
appropriate to protect Employer's interests.
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2.05. Inducement of Employees, Customers and Others.
During the term of his employment and the Non-Compete Period, Employee shall not
directly or indirectly solicit, induce, or encourage any employee, consultant,
agent, or customer of Employer with whom he has worked or about whom he has
gained Proprietary Information to terminate his or its employment, agency, or
customer relationship with Employer or to render services for or transfer
business to any Competitor of Employer.
2.06. Return of Employer's Property.
Employee shall, upon termination of his employment with Employer, return to
Employer all property of Employer in his possession, including all notes,
reports, sketches, plans, published memoranda or other documents, whether in
hard copy or in computer form, created, developed, generated, received, or held
by Employee during employment, concerning or related to Employer's business,
whether containing or relating to Proprietary Information or not. Employee shall
not remove, by e-mail, by removal of computer discs or hard drives, or by other
means, any of the above property containing Proprietary Information, or
reproductions or copies thereof, or any apparatus from Employer's premises
without Employer's authorization.
2.07. Exit Interview.
At Employer's request, Employee shall participate in an exit interview prior to
his Severance Date to provide for the orderly transition of his duties, to
arrange for the return of Employer's property, to discuss his intended new
employment, and to discuss and complete such other matters as may be necessary
to ensure full compliance with this Agreement.
2.08. Confidentiality of Agreement.
Employee shall not disclose or discuss the existence of this Agreement, the
Stock-Based Award, the Special Compensation, or any other terms of the Agreement
except
(i) to members of his immediate family,
(ii) to his financial advisor or attorney, but then only to the extent
necessary for them to assist him
(iii) to a potential employer on a strictly confidential basis, and then
only to the extent necessary for reasonable disclosure in the
course of serious negotiations, or
(iv) as required by law or to enforce his legal rights.
3. Stock-Based Award.
As partial consideration for Employee's agreements hereunder, Employee shall be
granted the Stock-Based Award on the terms set forth in this section.
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3.01. Award of Restricted Stock.
Effective as of the date of approval (the "Grant Date") by the Committee,
Employer grants to Employee an award of 10,000 shares
of restricted stock under Sprint's 1990 Restricted Stock Plan, the terms of
which are hereby incorporated into this Agreement by this reference.
(a) Lapse of Restrictions.
Employee may not sell, transfer, assign, pledge, or otherwise encumber or
dispose of shares of restricted stock until the restrictions on the shares
lapse. Restrictions on the shares covered by this award shall lapse, with
respect to one-third of the total shares granted, on each of the first three
anniversaries of the Grant Date.
(b) Rights as Stockholder and Issuance of Shares.
Except as set forth in the 1990 Restricted Stock Plan, Employee shall have all
rights of a stockholder with respect
to the shares of restricted stock, including the right to vote the shares of
stock and the right to dividends on the shares. The shares of restricted stock
shall be registered in the name of the Employee and the certificates
evidencing the shares shall, at Employer's sole election, either (i) bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to the award or (ii) be held in escrow by the Company. Within 60
days of the Effective Date of this Agreement, the Employee shall execute a
stock power or powers assigning the shares of restricted stock to Sprint, and
Sprint shall hold the stock power and the certificate in escrow and may use
the stock power to effect forfeiture of the restricted stock to the extent the
shares are forfeited under the terms of this Agreement. Sprint shall cause the
certificate evidencing unrestricted shares of common stock to be issued to the
Employee as soon as practicable after the restrictions lapse on the restricted
shares.
3.02. Provisions Applicable to Stock-Based Award.
(a) Acceleration of Stock-Based Award.
(1) Conditions to Acceleration.
The restrictions on all shares of restricted stock that have not otherwise
lapsed shall lapse if, on or after the first anniversary of the Effective
Date, Employee is not in breach of this Agreement and
(i) Employer terminates Employee's employment with Employer for
any reason other than Termination for Cause or Employee's
Total Disability or
(ii) Employee terminates his employment with Employer by reason
of Employee's Constructive Discharge or
(iii) Employee ceases to be employed by Employer because of a
sale, merger, divestiture, or other transaction entered into
by Employer.
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(2) No Acceleration on Transfer of Employment to Affiliates.
In no event shall the restrictions lapse on restricted stock as provided in
the prior section upon Employee's ceasing employment with Employer to
commence employment with an Affiliate of Sprint.
(3) Section 280G Limits on Acceleration.
If the acceleration of the vesting of restricted stock or
the exercisability of the stock-based award hereunder, together with all
other payments or benefits contingent on a change in control within the
meaning of Internal Revenue Code Section 280G or any successor provision
("280G"), results in any portion of such payments or benefits to the
Employee not being deductible by the Employer or its successor as a result
of the application of 280G, the Employee's benefits shall be reduced until
the entire amount of the benefits is deductible. The reduction shall be
effected by the exclusion of grants of options, restricted stock, or other
benefits not deductible by Sprint under 280G in reverse chronological order
of grant date from the application of this or other acceleration provision,
until no portion of such benefits is rendered non-deductible by application
of Code Section 280G.
(b) Forfeiture of Stock-Based Award on Transfer to Affiliates and on Termination
of Employment in Certain Circumstances.
Employee shall not be entitled to sell or continue to own any unvested
shares of restricted stock if before such restricted shares vest,
(i) Employee ceases employment with Employer and begins
employment with an Affiliate of Employer,
(ii) Employer terminates Employee's employment with Employer for
any reason constituting Termination for Cause or by reason
of Employee's Total Disability, or
(iii) Employee terminates his employment with Employer for any
reason other than Employee's Constructive Discharge.
Except as to clause (iii), this provision applies regardless of what
subsequent employment Employee may take.
(c) Tax Withholding.
Employer may withhold the amount of any tax attributable to any amount
payable or shares issuable under this Agreement.
4. Payment of Special Compensation.
In lieu of any payments or benefits available under any and all Employer
severance plans or policies but not in lieu of benefits under Sprint's Long-Term
Disability Plan, Employee shall be entitled to Special Compensation plus any
vacation pay for vacation accrued but not taken by Employee on his Severance
Date, if
(i) Employer terminates Employee's employment with Employer for any reason
other than Termination for Cause or Total Disability or
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(ii) Employee terminates his employment with Employer upon
Constructive Discharge.
The payments and benefits provided for in this section shall be
in addition to all other sums then payable and owing to Employee hereunder and,
except as expressly provided herein, shall not be subject to reduction for any
amounts received by Employee for employment or services provided to any Person
other than Employer after the Severance Date and shall be in full settlement and
satisfaction of all of Employee's claims against and demands upon Employer.
Employee's right to receive severance or other benefits pursuant to this section
shall cease immediately if Employee is reemployed by Employer or Employee
materially breaches this Agreement.
5. Dispute Resolution.
5.01. Jurisdiction and Venue.
Employee consents to jurisdiction and venue in the state and federal courts in
and for Xxxxxxx County, Kansas, for any and all disputes arising under this
Agreement, provided, however, that Employer may seek injunctive relief in any
court of competent jurisdiction to enjoin any violation of the covenants under
Section 2, as well as seeking damages therefor.
5.02. Remedies.
Employee acknowledges that the restraints and agreements herein provided are
fair and reasonable, that enforcement of the provisions of this Agreement will
not cause him undue hardship and that the provisions are reasonably necessary
and commensurate with the need to protect Employer and its legitimate and
proprietary business interests and property from irreparable harm.
Employee acknowledges that failure to comply with the terms of
this Agreement, particularly the provisions of Section 2, will cause irreparable
damage to Employer. Therefore, Employee agrees that, in addition to any other
remedies at law or in equity available to Employer for Employee's breach or
threatened breach of this Agreement, Employer is entitled to specific
performance or injunctive relief, without bond, against Employee to prevent such
damage or breach, and the existence of any claim or cause of action Employee may
have against Employer shall not constitute a defense thereto.
If Employee materially breaches any provision of Section 2 or if any of those
provisions are held to be unenforceable against Employee
(i) Employee shall return any Special Compensation paid pursuant
to this Agreement and
(ii) if Employee's breach occurs within the five-year period beginning on the
Effective Date of this Agreement, Employee shall return to Employer the
stock received with respect to the Stock-Based Award, or, if Employee has
disposed of the stock, an amount equal to the fair market value thereof on
the date of disposition.
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This remedy is a return of consideration and shall be in addition to any other
remedies. During Employee's employment with Employer, the Committee shall
determine whether Employee has materially breached the provisions of Section 2,
and the Committee's determination shall be final.
6.Definitions.
6.01. Affiliate.
"Affiliate" means, with respect to any Person, a Person, other
than a Subsidiary of such Person, (i) controlling, controlled by, or under
common control with such Person and (ii) any other Person with whom such Person
reports consolidated financial information for financial reporting purposes.
"Control" for this purpose means direct or indirect possession by one Person of
voting or management rights of at least 20% with respect to another Person.
6.02. Change in Control.
"Change in Control" means the occurrence of any of the following events:
(i) the acquisition by any "person" or "group" as such terms are defined in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules thereunder other than
(A) a trustee or other fiduciary holding securities under an employee
benefit plan of Sprint,
(B) Sprint or a corporation owned, directly or indirectly, by the
stockholders of Sprint in substantially the same proportions as
their ownership of stock of Sprint, or
(C) Deutsche Telekom AG or France Telecom, individually or collectively;
of securities of Sprint representing 20% or more of the combined voting
power of Sprint's then outstanding securities; or
(ii) at the end of any two-year period, less than a majority of the
directors of Sprint are directors
(A) who were directors of Sprint at the beginning of the two-year period or
(B) whose election or nomination as director was approved by a vote 2/3?s
of the then directors described in this clause (ii) of this
Section 6.02 by prior nomination or election; or
(iii) the shareholders of Sprint approve a merger (in which Sprint is not
the surviving operating entity), consolidation, liquidation, or
dissolution of Sprint, or a sale of all or substantially all of the
assets of Sprint; or
(iv) the acquisition by Deutsche Telekom AG or France Telecom, individually
or collectively, of additional securities of the Company that would
result in their possessing in the aggregate 35% or more of the
combined voting power of the Company's then outstanding securities.
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6.03. Committee.
"Committee" means the Organization, Compensation, and Nominating Committee of
Sprint's board of directors.
6.04. Competitive Employment.
"Competitive Employment" means the performance of duties or responsibilities
for a Competitor of Employer
(i) that are of a similar nature or employ similar professional or technical
skills (e.g., marketing, engineering, legal, etc.) to those employed by
Employee in his performance of services for Employer at any time during
the two years before the Severance Date,
(ii) that relate to products or services that are competitive
with Employer's products or services with respect to which Employee
performed services for Employer at any time during the two years before
the Severance Date, or
(iii) in the performance of which Proprietary Information to
which Employee had access at any time during the two-year period before
the Severance Date could be of substantial economic value to the
Competitor of Employer.
6.05. Competitor of Employer.
Because of the highly competitive, evolving nature of Employer's industry, the
identities of companies in competition with Employer are likely to change over
time. The following tests, while not exclusive indications of what employment
may be competitive, are designed to assist the parties and any court in
evaluating whether particular employment is prohibited under this Agreement. A
Sprint Affiliate shall not be a Competitor of Employer.
"Competitor of Employer" means
(i) any Person doing business in the United States whose primary business
is providing local or long distance telephone or wireless service;
(ii) any Person doing business in the United States, who,
together with its Consolidated Affiliates, receives more than
15% of its gross operating revenue from a line of business in
which Employer, together with its Consolidated Affiliates,
receives more than 15% of its gross operating revenues, all
as measured by the most recent available financial
information of both Employer and such other Person, at the
time Employee accepts, or proposes to accept, employment with
or to otherwise perform services for such Person;
(iii) any Person doing business in the United States and operating, for
less than 5 years, a line of business from which Employer derives
more than 15% of its gross operating revenues, notwithstanding such
Person's lack of substantial revenues in such line of business; and
8
(iv) any Person doing business in the United States, who receives more
than 15% of its gross operating revenue from a line of business
in which Employer has operated for less than 5 years, notwithstanding
Employer's lack of substantial revenues in such line of business.
If financial information is not publicly available or is
inadequate for purposes of applying this definition, the burden
shall be on the Employee to demonstrate that such Person is not a Competitor of
Employer.
6.06. Consolidated Affiliate.
"Consolidated Affiliate" means, with respect to any person, all Affiliates and
Subsidiaries of such person, if any, with whom the financial statements of such
person are required, under generally accepted accounting principles, to be
reported on a consolidated basis.
6.07. Constructive Discharge.
"Constructive Discharge" means termination by the Employee of his employment
with the Employer by written notice given within 60 days following one or more
of the following events:
(i) unless Employer first offers to Employee a position having an equal
or greater grade rating, reassignment of Employee from his then
current position with Employer to a position having a lower grade
rating, in each case under Employer's methodology of rating
employment positions for its employees generally;
(ii) a reduction in Employee's targeted total compensation by more than
10% other than by an across-the-board reduction affecting
substantially all similarly situated employees of Employer; or
(iii) a change in the Employee's base employment area to anywhere other
than the Kansas City metropolitan area within one year following a
Change in Control.
6.08. Non-Compete Period.
"Non-Compete Period" means the 18-month period beginning on Employee's Severance
Date. If Employee breaches or violates any of the covenants or provisions of
this Agreement, the running of the Non-Compete Period shall be tolled during the
period the breach or violation continues.
6.09. Person.
"Person" means any individual, corporation, partnership, association, company,
or other entity.
6.10. Proprietary Information.
"Proprietary Information" means trade secrets (such as customer information,
technical and non-technical data, a formula, pattern, compilation, program,
device, method, technique, drawing, process) and other confidential and
proprietary information concerning the products, processes, or services of
Employer
9
or Employer's Affiliates, including but not limited to: computer programs,
un-patented or unpatentable inventions, discoveries or improvements; marketing,
manufacturing, or organizational research and development results and plans;
business and strategic plans; sales forecasts and plans; personnel information,
including the identity of other employees of Employer, their responsibilities,
competence, abilities, and compensation; pricing and financial information;
current and prospective customer lists and information on customers or their
employees; information concerning purchases of major equipment or property; and
information about potential mergers or acquisitions which information: (i) has
not been made generally to the public; and (ii) is useful or of value to the
current or anticipated business, or research or development activities of
Employer or of any customer or supplier of Employer, or (iii) has been
identified to Employee as confidential by Employer, either orally or in writing.
6.11. Severance Date.
"Severance Date" means the last day on which Employee actually performs services
as an employee of Employer.
6.12. Severance Period.
"Severance Period" means the 18-month period beginning on Employee's Severance
Date.
6.13. Special Compensation.
"Special Compensation" means Employee's right
(i) to continue to receive during the Severance Period periodic
compensation at the same rate as his base salary in effect at the
Employee's Severance Date;
(ii) to receive bonuses under one or more of Sprint's
Management Incentive Plan, Executive Management Incentive
Plan, and Sales Incentive Compensation Plan in which Employee
participated on the Severance Date (together with other
incentive compensation plans specifically approved for this
purpose by the Committee, the "Short-Term Incentive Plans")
based on the Employee's target amount under such plans on the
Severance Date, and assuming achievement of performance
targets under the Short-Term Incentive Plans of
(A) the actual performance level for periods before the
beginning of the Severance Period and
(B) the lesser of (a) the actual performance level during the
Severance Period and (b) 100% of targeted performance during the
Severance Period,
pro-rating the foregoing performance levels under the ShortTerm Incentive
Plans based on the ratio of the amount of time in each of the foregoing time
periods to the amount of time in the whole performance period under each
Short-Term Incentive Plan;
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(iii) to receive an award under the Long Term Incentive Plan and the
Executive Long Term Incentive Plan (the "Long-Term Incentive Plans"),
assuming achievement of performance targets under the Long-Term
Incentive Plans of
(A the actual performance level for periods before the
beginning of the Severance Period and
(B) 0% of targeted performance during the Severance Period,
pro-rating the foregoing performance levels under the Long-
Term Incentive Plans based on the ratio of the amount of time
in each of the foregoing time periods to the amount of time in the whole
performance period under each Long-Term Incentive Plan;
(iv) to continue to participate throughout the Severance
Period in all group health plans (as defined in Code section
106(b)(3) or any successor provision of the Internal Revenue
Code of 1986, as amended, including but not limited to any
medical and dental) that Employer continues to make available
to Employer's employees generally and that Employee was par
ticipating in on his Severance Date, except that
participation in those plans after Employee becomes employed
full-time during the Severance Period shall immediately cease
unless Employee elects to continue coverage under the COBRA
continuation provisions of any group health plan by paying
the applicable premium therefor;
(v) to continue to participate throughout the Severance Period in all
group life insurance and qualified or non-qualified retirement
plans that Employer continues to make available to Employer's
employees generally and that Employee was participating in on his
Severance Date;
(vi) to receive out-placement counseling by a firm selected by
Employer to continue until Employee becomes employed;
(vii) to continue to receive throughout the Severance Period all executive
perquisites (including automobile allowance, long distance services
and all miscellaneous services) Employee was entitled to receive
on the Severance Date except country club membership dues and
accrual of vacation; and
(viii) to have the end of the Severance Period treated as
Employee's termination date for purposes of Sprint's employee stock
option plans and restricted stock plans.
Employee shall not be entitled to participate in Sprint's long- and short-term
disability plan after the Severance Date.
6.14. Stock-Based Award.
"Stock-Based Award" means the award of restricted stock under Section 3 of this
Agreement.
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6.15. Subsidiary.
"Subsidiary" means, with respect to any Person (the "Controlling Person"), all
other Persons (the "Controlled Persons") in whom the Controlling Person, alone
or in combination with one or more of its Subsidiaries, owns or controls more
than 50% of the management or voting rights, together with all Subsidiaries of
such Controlled Persons.
6.16. Termination for Cause.
"Termination for Cause" means termination by Employer of
Employee's employment because of
(i) conduct by the Employee that violates the Employers code of
ethics or reflects adversely on the Employee's honesty or
(ii) Employee's willful engagement in conduct that is materially injurious
to the Employer.
Termination for failure to meet performance expectations, unless willful,
continuing, and substantial, shall not be deemed a Termination for Cause.
6.17. Total Disability.
"Total Disability" shall have the same meaning as in Sprint's Long Term
Disability Plan, as amended from time to time.
7. General Provisions.
7.01. Obligations to Survive Termination of Employment.
Employee's obligations under this Agreement shall survive his termination of
employment with Employer.
7.02. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Employee's
executors, administrators, legal representatives, heirs, and legatees and to
Employer's successors and assigns.
7.03. Partial Invalidity.
The various provisions of this Agreement are intended to be severable and to
constitute independent and distinct binding obligations. Should any provision of
this Agreement be determined to be void and unenforceable, in whole or in part,
it shall not be deemed to affect or impair the validity of any other provision
or part thereof, and such provision or part thereof shall be deemed modified to
the extent required to permit enforcement. Without limiting the generality of
the foregoing, if the scope of any provision contained in this Agreement is too
broad to permit enforcement to its full extent, but may be enforceable by
limitations thereon, such provision shall be enforced to the maximum extent
permitted by law, and Employee hereby agrees that such scope may be judicially
modified accordingly.
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7.04. Waiver.
The waiver by either party of a breach of any provision of this Agreement by any
other party shall not operate or be construed as a waiver of any subsequent
breach.
7.05. Prior Agreements Merged into Agreement.
This Agreement represents the entire understanding of the parties and, to the
extent that there is any conflict, supersedes all other agreements with respect
to the subject matter hereof.
7.06. Notices.
Any notice or other communication required or permitted to be given hereunder
shall be determined to have been duly given to any party
(i) upon actual receipt at the address of such party specified
below if delivered personally or by regular U.S. mail;
(ii) upon receipt by the sender of a "GOOD" or "OK" confirmation of
transmission if transmitted by facsimile, but only if a copy is also
sent by regular mail or courier;
(iii) when delivery is certified if sent as certified mail, return receipt
requested, addressed, in any case to the party at the following
addresses:
If to Employee: If to Employer:
Xxx Xxxxx Sprint Corporation
Long Hill Road Attn: Corporate Secretary
New Xxxxxx, N.J. 07976 0000 Xxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
FAX: (000) 000-0000
or to such other address or telecopy number as any party may designate by
written notice in the aforesaid manner, or with respect to Employee, such
address as Employee may provide Employer for purposes of its human resources
database.
7.07. Governing Law.
Because Employer's business is headquartered in Kansas, and to ensure uniformity
of enforcement of this Agreement, the validity, interpretation, and enforcement
of this Agreement shall be governed by the laws of the State of Kansas.
7.08. Number and Gender.
Wherever the context requires, each term stated in either the singular or plural
shall include the singular and the plural, and the pronouns stated in either the
masculine, the feminine, or the neuter gender shall include the masculine,
feminine, or neuter as appropriate.
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7.09. Headings.
The headings of the Sections of this Agreement are for reference purposes only
and do not define or limit, and shall not be used to interpret or construe the
contents of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and effective as of April 13, 1998.
SPRINT CORPORATION
by: /s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx, Vice President
and Secretary
/s/ Xxx Xxxxx
Xxx Xxxxx, Employee
