October 6, 1998
Mr. Drake Tempest
This letter is intended to set forth the terms and conditions of an employment
offer for you to come to work for Qwest as EXECUTIVE VICE-PRESIDENT AND GENERAL
COUNSEL and to be an Officer for Qwest Communications International Inc.
Initially, you will be assigned to Qwest's New York or New Jersey office.
However, it is understood that although initially based in the New York area,
you will be available to provide your services in Denver during regular business
1. In the event that you relocate to Denver, you will be entitled to be
reimbursed for your moving expenses up to a maximum reimbursement of
$150,000. Included in your reimbursable expenses are the cost of selling your
current home, expenses related to purchasing a new home in Denver, moving
expenses, house hunting trips, loss on sale of up to 10% of the purchase
price of your current home, gross up of any reimbursed expenses which are
treated as income to you, etc. The purpose of this provision is to make you
whole for the costs and expenses you would incur in relocating to Denver. You
will be reimbursed, by expense report, for your travel and related expenses
in conjunction with your trips to Qwest's corporate offices in Denver. These
expenses will be charged against your $150,000 relocation allowance.
2. Your annual base salary will be $250,000.
3. You are eligible to participate in Qwest's quarterly executive bonus plan.
Your target bonus will be 90% of your base salary. You will be guaranteed
your target bonus for the fourth quarter of 1998 and first quarter of 1999.
Thereafter, you will participate in the executive bonus plan on the same
basis as other senior executives.
4. Walk-Away/Sign-Up Bonus: You are entitled to the following payments to
offset some of what you are losing by leaving O'Melveny and Myers, provided
you are employed on the date(s) payments are to be made:
11/1/98 - $200,000
11/1/99 - $300,000
In the event of a change in control (within the meaning of Qwest's Equity
Incentive Plan currently in effect), any payments not paid will become
immediately due and payable.
Mr. Drake Tempest
October 6, 1998
5. You are entitled to participate in Qwest's Equity Incentive Plan. You will
receive a non-qualified stock option grant on September 14, 1998 of 450,000
shares. These shares will vest at the rate of 20% per year five (5) years,
starting with your first day of employment. All shares will automatically
vest in the event of a change in control. The "strike" price will be 28
13/16, the price at the close of business on September 14, 1998.
6. You are entitled to be reimbursed for your COBRA payments until such time as
you are covered by Qwest's medical plan and Qwest agrees to waive any
pre-existing conditions for you and your family, if any.
7. If you are terminated for reasons other than cause, you are entitled to one
(1) year's base salary in a lump sum payment on date of termination. If there
is a change in control (within the meaning of Qwest's Equity Incentive Plan
currently in effect), you are entitled to resign and receive the same payment
on date of termination as if you were terminated. If your duties and
responsibilities are adversely and materially diminished, you are entitled to
resign and receive the same payment on date of termination as if you were
8. You are entitled to vacation and holiday time on the same basis as other
senior executives which provides that you take vacation at such time as your
job permits and observe company designated holidays.
9. If you leave the company, you agree that you are subject to the provisions of
the enclosed confidentiality/non-solicitation/non-competition agreement.
Your employment will begin on Tuesday, October 13, 1998.
If the above terms and conditions are acceptable to you, please sign below and
return a copy to me for our files.
Joseph P. Nacchio
President and Chief Executive Officer
I accept the above offer:
Drake Tempest Date [RIDE THE LIGHT LOGO]