Exhibit 10.17
January 3, 2003
Xxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
VIA FACSIMILE
Dear Xxxxx:
This letter (the "Letter Agreement") sets forth the terms of your employment
with Western Wireless Corporation ("WWC"), effective January 30, 2003.
1. ROLE: Your title will be Executive Vice President and Chief Financial
Officer. In that capacity you will report to the Chief Executive Officer
of WWC (the "CEO").
2. RESPONSIBILITIES: Your responsibilities will include supervision of all
financial functions of WWC including accounting, tax, finance, treasury
and investor relations together with such other duties as may be assigned
to you by the CEO. You will work closely with the Vice Chairmen on certain
financial issues. You will devote substantially all of your business time
and attention to the obligations delineated in this Letter Agreement.
3. CASH COMPENSATION: Your base compensation will be $240,000, payable in
accordance with standard payroll practices of WWC. In addition, you will
have an opportunity, as determined by WWC, to earn a performance bonus
targeted at $120,000 per year, to be paid annually at year end. The bonus
will be based on a formula based mutually developed objective and
subjective criteria. It is understood that nothing contained herein will
prevent WWC, in its sole and absolute discretion, from, at any time,
increasing your compensation, either permanently or for a limited period,
whether in base compensation, by bonus or otherwise, if WWC in its sole
discretion, shall deem it advisable to do so in order to recognize and
fairly compensate you for the value of your services to WWC; provided,
however, that nothing contained in this paragraph three shall in any
manner obligate WWC to make any such increase or provide any such
additional compensation or benefits.
4. STOCK OPTIONS: You will receive an option to purchase 75,000 shares of
WWC's common stock at an exercise price per share as of the closing price
of the stock as of the date of this offer or other mutually agreed upon
date. Your options will have a 4-year vesting and shall contain Change of
Control protection consistent with other officers of WWC. You will be
eligible to continue, during the course of your employment, to participate
in the option program at a level to be determined by the CEO and the
Compensation Committee.
5. RELOCATION: We will pay you a flat payment of $60,000, which is intended
to cover your costs of relocation including moving your belongings,
vehicles, the costs associated with buying and selling houses and any
other costs associated with the move. This payment is intended to cover
all costs of relocation except that it is understood that the company will
separately reimburse you for the cost of travel to and from Seattle prior
to your relocation, the cost of temporary housing in the Seattle area and
the cost of house hunting trips for your family to come to the Seattle
area.
6. BENEFITS: You will also be eligible to participate in the WWC's Employee
Benefit Programs upon eligibility, which includes a group health insurance
program; life insurance and 401(k) plan with matching. You will be
entitled to three weeks of vacation annually. We will waive the waiting
period on the ESPP plan and will pay COBRA from your existing health care
costs during the waiting period for our medical benefits.
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7. EXPENSES: WWC will reimburse you for all reasonable out-of-pocket business
expenses paid or incurred by you in connection with the performance of
your duties, upon submission of signed, itemized lists of such expenses on
general forms established for that purpose by WWC.
8. INDEMNIFICATION: WWC will enter into an Indemnification Agreement with you
pursuant to which WWC will agree to indemnify you against certain
liabilities arising by reason of your affiliation with WWC.
9. NON-DISCLOSURE: You agree not to disclose at any time, whether during the
term of this Letter Agreement or thereafter, any secret or confidential
information relating to WWC's or any of its subsidiaries' businesses,
financial condition or prospects, which information you have obtained
while employed by WWC or by any of its subsidiaries or any of the
predecessors in interest of any of them, except (i) as may be required in
furtherance of the businesses of WWC or of any of its subsidiaries, (ii)
with WWC's express prior written consent, (iii) if such information is
made generally available to the public through no fault of yours, or (iv)
if such disclosure is required by applicable law or regulation or by legal
process and then only with prompt written notice to WWC in advance of any
such disclosure.
10. NON-COMPETE: You agree that, during the term of your employment by WWC and
for a period of one (1) year immediately following the termination of your
employment with WWC for any reason whatsoever, you will not, either
directly or indirectly, for compensation or any other consideration,
individually or as an employee, broker, agent, consultant, lender,
contractor, advisor, solicitor, stockholder (provided that ownership of 5%
or less of the outstanding stock of any corporation listed on a national
securities exchange is not prohibited), proprietor, partner, or person
having any other material economic interest in, affiliated with or
rendering services to any other entity, engage in or provide services to
or for a business that is substantially the same as or similar to WWC's or
its subsidiaries businesses and which competes within the applicable
commercial mobile radio services markets serviced by WWC or its
subsidiaries, directly or indirectly.
11. EMPLOYMENT AT WILL: Notwithstanding any other provision of this Letter
Agreement, your employment by WWC may be terminated by WWC at any time,
with or without Cause, as defined below. In the event of a termination for
Cause you will have no rights to severance payments. Termination for
"Cause" means (i) your gross neglect or willful material breach of your
principal employment responsibilities or duties, (ii) a final judicial
adjudication that you are guilty of a felony, (iii) fraudulent conduct as
determined by a court of competent jurisdiction in the course of your
employment with WWC or any of its subsidiaries, (iv) the breach by you of
the covenant set forth in paragraph nine, below, or (v) the material
breach by you of any other provision of this Letter Agreement which
continues uncured for a period of thirty (30) days after notice thereof by
WWC. In the event of your voluntary termination of employment with WWC,
you will have no rights to severance benefits.
In the event of an involuntary termination for other than Cause (which
shall include your resignation as a direct result of (i) a reduction in
your base compensation and/or incentive bonus target percentage, or (ii)
the material breach by the Company of any provision of this Letter
Agreement which continues uncured for a period of thirty (30) days after
notice thereof by you), then (A) you will be entitled to receive a
severance payment in an amount equal to your accrued but unpaid existing
annual targeted incentive bonus through the date of termination, twelve
(12) months of your then base compensation and an amount equal to twelve
(12) months of your existing annual targeted incentive bonus; (B) WWC
will, at its expense, make all COBRA benefit payments on behalf of you and
your dependents for twelve (12) months following such involuntary
termination; and (C) with respect to any stock options previously granted
to you by WWC which remain unvested at the time of the involuntary
termination, notwithstanding the vesting language in the stock option
agreement pursuant to which such options were granted, there shall be
immediate vesting of that portion of each such grant of unvested stock
options as equals the product of the total number of such options under
such grant which remain unvested multiplied by a fraction the numerator of
which is the
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sum of (i) the number of days from the date on which the last vesting of
options under such grant took place to and including the date on which the
termination occurs plus (ii) 365 and the denominator of which is the
number of days remaining from the date on which the last vesting of
options under such grant took place to and including the date on which the
final vesting under such grant would have occurred.
Your death or permanent disability will be deemed an involuntary
termination for other than Cause. "Permanent disability" shall mean your
inability substantially to render the services required hereunder for
eight (8) months in any eighteen (18) month period because of a physical
or mental condition, it being understood that until you have received
notice from WWC terminating this Letter Agreement, you will continue to
receive your base compensation and all other benefits to which you are
entitled under this Letter Agreement.
You agree that upon termination of your employment by WWC for any reason
you will surrender to WWC all proprietary records, lists and other
documents obtained by you or entrusted to you during the course of your
employment by WWC, together with all copies of all such documents. This
Letter Agreement contains the entire agreement between you and WWC with
respect to your employment by WWC, other than human resource and corporate
policies, which are to be executed by all employees. This Letter Agreement
may not be amended, waived, changed, modified or discharged except by an
instrument in writing executed by or on behalf of you and WWC.
12. NOTICES: All notices, requests, demands and other communications with
respect to this Letter Agreement will be in writing and will be deemed to
have been duly given if delivered by hand, registered or certified mail
(first class postage and fees prepaid, return receipt requested),
telecopier or overnight courier guaranteeing next-day delivery, as
follows:
Western Wireless Corporation
0000 - 000xx Xxxxxx XX, #000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
Xxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
and to such other persons as either you or WWC has specified in writing to
the other by notice as aforesaid.
14. ENFORCEMENT: If any part of this Letter Agreement is hereafter construed
to be invalid or unenforceable in any jurisdiction, the same will not
affect the remainder of the Letter Agreement or the enforceability of such
part in any other jurisdiction, which will be given full effect, without
regard to the invalid portions or the enforceability in such other
jurisdiction. If any part of this Letter Agreement is held to be
unenforceable because of the scope thereof, you and WWC agree that the
court making such determination will have the power to reduce the duration
and/or area of such provision and, in its reduced form, said provision
shall be enforceable; provided, however, that such court's determination
will not affect the enforceability of this Letter Agreement in any other
jurisdiction beyond such court's authority.
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15. JURISDICTION: This Letter Agreement will be governed by and construed and
interpreted in accordance with the laws of the State of Washington without
reference to conflicts of laws principles.
Please signify your acceptance of the terms of this Letter Agreement by signing
where indicated below.
Sincerely yours,
WESTERN WIRELESS CORPORATION
By:
-----------------------------------------
Xxxx X. Xxxxxxx
Chief Executive Officer
AGREED TO AND ACCEPTED:
-----------------------
Xxxxx Xxxxxxxx
