Exhibit 10(c)
AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment No. 2, dated as of March 15, 2005 (the "Amendment") to the
Employment Agreement dated as of March 19, 2003, as amended by Amendment No. 1
thereto (together, the "Agreement") 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"), and Xxxx X. Xxxxxx
("Executive"). Capitalized terms, if not otherwise defined herein, have the
meanings set forth in or provided by the Agreement, including in said Amendment
No. 1.
W I T N E S S E T H:
WHEREAS, Sprint and Executive have determined to amend the Agreement as set
forth below, to be effective upon and following the Effective Time.
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
Executive agree as follows, conditioned upon and subject to the consummation of
the Merger:
1. Section 2.01 of the Agreement is hereby amended and restated as follows:
"Section 2.01. Base Salary. The Company shall pay Executive an annual
base salary (the "Base Salary") at the annual rate of $1,400,000, payable
in equal monthly installments or otherwise in accordance with the payroll
and personnel practices of the Company from time to time. Base Salary shall
be reviewed annually by the Board or a committee thereof to which the Board
may from time to time have delegated such authority (the "Committee") for
possible increase (but not decrease) in the sole discretion of the Board or
the Committee, as the case may be."
2. Section 2.02(a)(i) of the Agreement is hereby amended in its entirety to
read as follows:
"With respect to each fiscal year in the Employment Term, Executive
shall be eligible to participate in the Company's Short-Term Incentive
Plan, with a target bonus opportunity of not less than 170% of Base Salary
(the "Basic Bonus Amount") and a maximum bonus opportunity of 200% of the
Basic Bonus Amount. For 2005, the target annual bonus opportunity shall be
the sum of $2,040,000 prorated for the portion of the year prior to the
consummation of the Merger and $2,380,000 prorated for the portion of the
year after such consummation.
Except as provided in Section 2.02(a)(ii) or as may be payable pursuant to
Article 3, Executive is not guaranteed the payment of any annual bonus."
3. Article 2 of the Agreement is hereby amended by adding thereto a new
Section 2.02A reading as follows:
"Following the Effective Time, Executive shall participate in a
long-term incentive plan (the "LTIP") providing for the grant of equity
and/or cash-based awards such as options, restricted shares, restricted
share units and performance awards denominated in cash or shares. Awards to
Executive under the LTIP will be determined by the Committee in its
discretion, provided that (i) the target value for the first annual award
under the LTIP to Executive after the Effective Time shall not be less than
$10,000,000, (ii) the guideline target value of the second such annual
award shall be $10,000,000, and (iii) each such annual award shall be
performance-based."
4. Article 6 of the Agreement is hereby amended by adding thereto a new
Section 6.17 reading as follows:
"The intent of the parties is that the compensation arrangements under
this Agreement will be in full compliance with Section 409A of the Internal
Revenue Code ("409A") and the parties agree that to the extent any
provision hereof would be in violation thereof it will be adjusted in such
manner as the parties will mutually agree to be in compliance with 409A and
to maintain the intent hereof to the maximum extent possible."
5. Unless specifically modified herein, all other terms and conditions of
the Agreement shall remain in effect.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement,
to be effective as provided in the recitals hereto.
SPRINT CORPORATION
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President -
Human Resources
SPRINT/UNITED MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Corporate
Governance and Ethics, and
Assistant Secretary
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