{"id":39507,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-qwest-communications-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-qwest-communications-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-qwest-communications-international-inc.html","title":{"rendered":"Employment Agreement &#8211; Qwest Communications International Inc. and Joseph P. Nacchio"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n                  THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made and\nentered into as of the 24th day of October, 2001 by and between Qwest\nCommunications International Inc., a Delaware corporation (the \"Company\"), and\nJoseph P. Nacchio (the \"Executive\").\n\n                  WHEREAS, the Company and the Executive mutually desire to\nagree upon the terms of the Executive's continued employment with the Company\nand, in addition, to agree as to certain benefits of said employment.\n\n                  NOW, THEREFORE, in consideration of the mutual promises and\nagreements set forth below, the Company and the Executive hereby agree as\nfollows:\n\n                  1. TERM OF EMPLOYMENT: Subject to the terms of this Agreement,\nthe Company hereby employs the Executive, and the Executive hereby accepts such\nemployment, for the period beginning on the date hereof and ending at the close\nof business on December 31, 2005, unless terminated earlier as provided herein\n(the \"Term\"). Portions of this Agreement that by their terms provide or imply\nthat they survive the end of the Term shall survive the end of the Term.\n\n                  2. POSITION AND DUTIES:\n\n         a. During the Term, the Executive shall serve as Chairman and Chief\n         Executive Officer of the Company and shall have such duties,\n         responsibilities, and authority as are customarily required of and\n         given to a Chairman and Chief Executive Officer and such other duties\n         and responsibilities commensurate with such position as the Board of\n         Directors of the Company (the \"Board\") shall determine from time to\n         time. Such duties, responsibilities, and authority shall include,\n         without limitation, responsibility for the management, operation,\n         strategic direction, and overall conduct of the business of the\n         Company. The Executive shall perform his duties and responsibilities at\n         the Company's offices in New Jersey; provided, however, that the\n         Executive may, at the direction of the Board, be required to perform\n         such duties and responsibilities up to four (4) days per week at the\n         headquarters offices of the Company in Denver, Colorado. The Executive\n         shall travel as reasonably required to perform his duties and\n         responsibilities, provided that any such travel days shall reduce the\n         number of days per week that the Executive will be required to work at\n         the headquarters office in Denver, Colorado. For purposes of this\n         Agreement, the term \"employment\" shall include the Executive's service\n         to the Company in any capacity during the Term; provided the foregoing\n         shall not change the positions to be held by the Executive.\n\n         b. During the Term, while the Executive is employed by the Company, the\n         Company shall use its best efforts to include the Executive in the\n         Board's slate of nominees for election as directors at each annual\n         meeting of the Company's shareholders and shall \n\n\n\n\n         recommend to the shareholders that the Executive be elected as a\n         director of the Company.\n\n         c. During the Term, the Executive shall devote substantially his full\n         business time, energy, and ability to the business of the Company. The\n         Executive shall report directly to the Board and shall perform his\n         duties subject to the overall policies and directions of the Board.\n         During the Term, all other employees of the Company shall report to the\n         Executive and not directly to the Board.\n\n         d. The Executive may (i) with express authorization of the Board, serve\n         as a director or trustee of other for profit corporations or businesses\n         which are not in competition with the business of the Company or the\n         telecommunications business of any of its subsidiaries, or, to his\n         knowledge, any other affiliate of the Company, present or future,\n         provided that, if a directorship is approved and the Board later\n         determines that the directorship would be with a competitive entity, it\n         shall notify the Executive in writing and the Executive shall have a\n         reasonable period of time to resign such directorship, (ii) serve on\n         civic or charitable boards or committees, (iii) deliver lectures,\n         fulfill speaking engagements, or teach at educational institutions (and\n         retain any fees therefrom), and (iv) manage personal investments;\n         provided, however, that the Executive may not engage in any of the\n         activities described in this Paragraph 2(d) to the extent such\n         activities materially interfere with the performance of the Executive's\n         duties and responsibilities to the Company. As used in this Agreement,\n         the term \"affiliate\" of the Company means any company controlled by,\n         controlling, or under common control with the Company, whether through\n         stock ownership or otherwise.\n\n         e. Without the prior express authorization of the Board, the Executive\n         shall not, directly or indirectly, during the Term (i) render services\n         of a business, professional, or commercial nature to any other person\n         or firm, whether for compensation or otherwise, or (ii) engage in any\n         activity competitive with the business of the Company or the\n         telecommunications business of any of its subsidiaries, present or\n         future, or, to his knowledge, of any other affiliate of the Company,\n         present or future, whether alone, as a partner, or as an officer,\n         director, employee, member or holder (directly or indirectly, such as\n         by means of a trust or option arrangement). The Executive may be an\n         investor, shareholder, joint venturer, or partner (hereinafter referred\n         to as \"Investor\"); provided, however, that his status as an Investor\n         shall not (i) pose a conflict of interest, (ii) require the Executive's\n         active involvement in the management or operation of such Investment\n         (recognizing that the Executive shall be permitted to monitor and\n         oversee the Investment), or (iii) materially interfere with the\n         performance of the Executive's duties and obligations hereunder. For\n         the purposes of clause (i) of the proviso to the preceding sentence,\n         the Executive shall not be deemed to be subject to a conflict of\n         interest merely by reason of the ownership of less than three percent\n         (3%) of (i) the outstanding stock of any entity whose stock is traded\n         on an established stock exchange or on the National Association of\n         Securities Dealers Automated Quotation System or (ii) the outstanding\n         stock, partnership interests or other form of equity interest of any\n         venture fund, investment pool or similar investment vehicle that shall\n         solicit investments on a \"blind pool\" basis.\n\n\n\n                                       2\n\n\n                  3. COMPENSATION AND BENEFITS: During the Term, while the\nExecutive is employed by the Company, the Company shall compensate the Executive\nfor his services as set forth in this Paragraph 3. The Executive recognizes that\nduring the Term of the Agreement, the Company reserves the right to change from\ntime to time the terms and benefits of any welfare, pension, or fringe benefit\nplan of the Company, including the right to change any service provider, so long\nas such changes are also generally applicable to all executives of the Company;\nprovided, however, that the Executive's minimum level of compensation and\nbenefits as set forth in this Paragraph 3 will be preserved in the event of any\nsuch change.\n\n         a. SALARY: Beginning January 1, 2002, the Company shall pay the\n         Executive a base salary at an annual rate of One Million Five Hundred\n         Thousand Dollars and No Cents ($1,500,000.00). Such salary shall be\n         earned and shall be payable in periodic installments in accordance with\n         the Company's payroll practices. Amounts payable shall be reduced by\n         standard withholding and other authorized deductions. The Board will\n         review the Executive's salary at least annually and may increase (but\n         not reduce) the Executive's annual base salary in its sole discretion.\n         Once increased such base salary shall not be reduced. The base salary\n         as so increased shall thereafter be treated as the Executive's base\n         salary hereunder. Prior to January 1, 2002, the Executive's base salary\n         shall continue to be paid at its existing rate.\n\n         b. BONUS: The Executive shall be eligible to receive a bonus in\n         accordance with the Company's bonus plans, as in effect from time to\n         time. Beginning January 1, 2002, the Executive's target bonus payment\n         shall be 250% of his base salary. The bonus, if any, shall be paid in\n         the same form and manner and at or around the same time as such bonus\n         payments are made to other senior executives of the Company. The\n         foregoing shall not limit the Board in its sole discretion from giving\n         Executive other bonuses. Prior to January 1, 2002, the Executive's\n         target bonus payment shall remain at its existing level.\n\n         c. SAVINGS AND RETIREMENT PLANS: The Executive shall be entitled to\n         participate in all savings and retirement plans applicable generally to\n         other senior executives of the Company, in accordance with the terms of\n         such plans, as may be amended from time to time.\n\n         d. WELFARE BENEFIT PLANS: The Executive and\/or his family (including\n         Class 2 dependents), as the case may be, shall be eligible to\n         participate in and shall receive all benefits under the Company's\n         welfare benefit plans and programs applicable generally to other senior\n         executives of the Company (collectively, as amended from time to time,\n         the \"Company Plans\"), in accordance with the terms of the Company\n         Plans.\n\n         e. VACATION: The Executive shall be entitled to paid vacation at a rate\n         of twenty-five (25) days per calendar year during the Term in\n         accordance with the plans, policies, and programs as in effect\n         generally with respect to other senior executives of the Company,\n         including the limitations, if any, on the carry-over of accrued but\n         unused vacation time.\n\n         f. TRAVEL: The Executive shall be entitled to fly first-class or\n         business class, or to use the Company's aircraft when available and\n         appropriate, for business travel, including travel between the business\n         offices of the Company. The Company shall also pay the \n\n\n\n                                       3\n\n\n         airfare of the Executive's family members with respect to travel, at\n         reasonable frequencies, between the headquarters office of the Company\n         in Denver, Colorado and the Executive's residence in New Jersey and\n         shall, to the extent this payment shall constitute income to the\n         Executive, pay the Executive an amount such that the Executive shall\n         have no after tax cost for the deemed income and this gross up payment;\n         provided that family members shall utilize available advance ticketing\n         programs to the extent feasible in making such travel arrangements.\n\n         g. BUSINESS CLUB MEMBERSHIPS: The Company shall pay the initiation fees\n         and membership dues for the Executive at business clubs in the vicinity\n         of the business offices of the Company approved by the Board from time\n         to time to the same extent that the Company pays such fees and dues\n         with respect to comparable business club memberships of other senior\n         executives of the Company. To the extent the Company is not required to\n         treat such fees and dues as income to the Executive it shall not do so\n         and, to the extent it must treat such amounts as income to the\n         Executive, it shall pay the Executive an amount such that the Executive\n         shall have no after tax cost for the deemed income and this gross up\n         payment.\n\n         h. EXPENSES: The Company shall reimburse the Executive for reasonable\n         expenses for parking at the business offices of the Company, cellular\n         telephone usage, entertainment, travel, meals, lodging, and similar\n         items incurred in the conduct of the Company's business, including\n         meals and lodging of the Executive when performing his duties and\n         responsibilities at the headquarters office of the Company in Denver,\n         Colorado when he is not resident in the vicinity of such business\n         office. Such expenses shall be reimbursed in accordance with the\n         Company's expense reimbursement policies and guidelines. The Company\n         shall also reimburse the Executive for reasonable attorney's fees and\n         charges incurred in connection with the preparation and execution of\n         this Agreement.\n\n         i. RELOCATION: If the Executive relocates to the vicinity of the\n         headquarters office of the Company in Denver, Colorado at any time\n         prior to the termination of the Term and prior to his receipt from the\n         Company of written notice of termination or non-renewal pursuant to\n         Paragraphs 4(a), 4(b), or 4(f), the Company and the Executive shall\n         discuss the types and amounts of relocation expenses of the Executive\n         that will be paid or reimbursed by the Company.\n\n         j. INDEMNIFICATION: To the fullest extent permitted by the\n         indemnification provisions of the articles of incorporation and bylaws\n         of the Company in effect as of the date of this Agreement and the\n         indemnification provisions of the corporation statute of the\n         jurisdiction of the Company's incorporation in effect from time to time\n         (collectively, the \"Indemnification Provisions\"), and in each case\n         subject to the conditions thereof, the Company shall, with regard to\n         his past and future service, (i) indemnify the Executive, as a director\n         and officer of the Company or a subsidiary of the Company or a trustee\n         or fiduciary of an employee benefit plan of the Company or a subsidiary\n         of the Company, or, if the Executive shall be serving in such capacity\n         at the Company's written request, as a director or officer of any other\n         corporation (other than a subsidiary of the Company) or as a trustee or\n         fiduciary of an employee benefit plan not sponsored by the Company or a\n\n\n\n                                       4\n\n\n         subsidiary of the Company, against all liabilities and reasonable\n         expenses that may be incurred by the Executive in any threatened,\n         pending, or completed action, suit or proceeding, whether civil,\n         criminal or administrative, or investigative and whether formal or\n         informal, because the Executive is or was a director or officer of the\n         Company, a director or officer of such other corporation or a trustee\n         or fiduciary of such employee benefit plan, and against which the\n         Executive may be indemnified by the Company, and (ii) pay for or\n         reimburse the reasonable expenses incurred by the Executive in the\n         defense of any proceeding to which the Executive is a party because the\n         Executive is or was a director or officer of the Company, a director or\n         officer of such other corporation or a trustee or fiduciary of such\n         employee benefit plan. The rights of the Executive under the\n         Indemnification Provisions shall survive the termination of the\n         employment of the Executive by the Company.\n\n                  4. TERMINATION: The Executive's employment with the Company\nduring the Term may be terminated by the Company or the Executive only under the\ncircumstances described in this Paragraph 4, and subject to the provisions of\nParagraph 5.\n\n         a. DEATH OR DISABILITY: The Executive's employment hereunder shall\n         terminate automatically upon the Executive's death. If the Disability\n         of the Executive has occurred (pursuant to the definition of Disability\n         set forth below), it may give to the Executive written notice of its\n         intention to terminate the Executive's employment. In such event, the\n         Executive's employment with the Company shall terminate effective on\n         the 10th day after receipt of such notice by the Executive (the\n         \"Disability Effective Date\"), provided that, within the 10-day period\n         after such receipt, the Executive shall not have returned to full-time\n         performance of the Executive's material duties. For purposes of this\n         Agreement, \"Disability\" shall mean any physical or mental condition\n         which prevents the Executive, for a period of 180 consecutive days,\n         from performing and carrying out his material duties and\n         responsibilities with the Company.\n\n         b. CAUSE: The Company may immediately terminate this Agreement for\n         \"Cause\" by giving written notice to the Executive. Any one or more of\n         the following events shall constitute \"Cause\":\n\n                           (1) any willful misconduct with respect to the\n                           Company which is materially detrimental to the\n                           Company and its subsidiaries in the aggregate,\n                           including but not limited to theft or dishonesty\n                           (other than good faith expense account disputes);\n\n                           (2) conviction of (or pleading nolo contendere to) a\n                           felony (other than (A) a traffic violation that is in\n                           most jurisdictions not classified as a felony and (B)\n                           a felony resulting from vicarious (rather than\n                           direct) liability arising out of his position as an\n                           officer or director of the Company);\n\n                           (3) failure or refusal to attempt to follow the\n                           written directions of the Board within a reasonable\n                           period after receiving written notice; or\n\n\n\n                                       5\n\n\n\n                           (4) gross continuous nonfeasance with regard to the\n                           Executive's duties, taken as a whole, which\n                           materially continue after a written notice thereof is\n                           given to the Executive.\n\n         c. OTHER THAN DEATH OR DISABILITY OR CAUSE: The Company may terminate\n         the Executive's employment for any reason other than Death, Disability,\n         or Cause, subject to the provisions of Paragraph 5(c).\n\n         d. TERMINATION BY EXECUTIVE FOR GOOD REASON: The Executive may\n         terminate his employment for Good Reason upon written notice to the\n         Company, and in such event, said employment termination shall be\n         treated as termination by the Company for reason other than Death,\n         Disability, or Cause under Paragraph 4(c). For purposes hereof, Good\n         Reason shall mean:\n\n                           (1) a diminution of the Executive's titles, offices,\n                           positions or authority, excluding for this purpose an\n                           action not taken in bad faith and which is remedied\n                           within twenty (20) days after receipt of written\n                           notice thereof given by the Executive;\n\n                           (2) the assignment to the Executive of any duties\n                           inconsistent with the Executive's position (including\n                           status or reporting requirements), authority, or\n                           material responsibilities, or the removal of the\n                           Executive's authority or material responsibilities,\n                           excluding for this purpose an action not taken in bad\n                           faith and which is remedied by the Company within\n                           twenty (20) days after receipt of notice thereof\n                           given by the Executive;\n\n                           (3) the failure by the Company to timely make any\n                           payment due hereunder or to comply with any of the\n                           material provisions of this Agreement, other than a\n                           failure not occurring in bad faith and which is\n                           remedied by the Company within twenty (20) days after\n                           receipt of notice thereof given by the Executive;\n\n                           (4) the failure of the Company to cause this\n                           Agreement to be assumed by its successors or\n                           permitted assigns pursuant to Paragraph 11 hereof.\n\n                           (5) occurrence of a Change of Control of the Company,\n                           which shall be deemed to have occurred upon (A)\n                           acquisition by any individual, entity, or group\n                           (within the meaning of Section 13(d)(3) or 14(d)(2)\n                           of the Securities Exchange Act of 1934, as amended\n                           (the \"Exchange Act\")), other than Anschutz Company,\n                           The Anschutz Corporation, or any entity or\n                           organization controlled by Philip F. Anschutz\n                           (collectively, the Anschutz Entities\"), of beneficial\n                           ownership (within the meaning of Rule 13d-3\n                           promulgated under the Exchange Act) of twenty percent\n                           (20%) or more of either (i) the then-outstanding\n                           shares of common stock of the Company (\"Outstanding\n                           Shares\") or (ii) the combined voting power of the\n                           then-outstanding voting securities of the Company\n                           entitled to vote generally in the election of\n                           directors (\"Voting Power\") and (B) such beneficial\n\n\n\n                                       6\n\n\n                           ownership (as so defined) by such individual, entity\n                           or group of more than 20% of the Outstanding Shares\n                           or the Voting Power, as the case may be, shall then\n                           exceed the beneficial ownership (as so defined) by\n                           the Anschutz Entities of the Outstanding Shares or\n                           the Voting Power, respectively;\n\n                           (6) the failure of the Company to elect or re-elect\n                           the Executive as a director of the Company or the\n                           removal of the Executive as a director;\n\n                           (7) any person other than Philip F. Anschutz or the\n                           Executive serving in the position of Chairman of the\n                           Board; or\n\n                           (8) the failure of the Company to maintain Directors'\n                           and Officers' insurance (\"D&amp;O Insurance\") of at least\n                           $15 million in the aggregate.\n\n         e. OTHER THAN GOOD REASON: The Executive may terminate his employment\n         at any time without breaching this Agreement, subject to Paragraph 5(d)\n         below.\n\n         f. RESIGNATIONS: On and as of the date that the employment of the\n         Executive by the Company shall terminate for any reason, the Executive\n         shall resign from his position as a director and employee of the\n         Company and from all other positions he holds as a director or employee\n         of any subsidiary or affiliate of the Company.\n\n         g. NON-RENEWAL OF TERM: Either party may elect not to renew this\n         Agreement on the same or similar terms following the expiration of the\n         Term. The parties agree to give the other party written notice of any\n         such decision at least one-hundred-eighty (180) days prior to the\n         expiration of the Term.\n\n                  5. OBLIGATIONS OF THE COMPANY AND THE EXECUTIVE UPON\n                     TERMINATION:\n\n         a. DEATH OR DISABILITY: If the Executive's employment is terminated by\n         reason of the Executive's Death or Disability during the Term, the Term\n         shall terminate without further obligations to the Executive or his\n         legal representatives under this Agreement, other than for (A) payment\n         of the sum of (i) any base salary and bonus owed to the Executive\n         through the date of termination (provided that for this purpose the\n         amount of such bonus shall be calculated based on the number of days in\n         the year through the date of termination, as well as any earned bonus\n         for any complete year that theretofore had not been paid) and (ii) any\n         other compensation earned through the date of termination but not yet\n         paid or delivered to the Executive and any rights under Paragraph 6\n         (\"Accrued Obligations\"), and (B) payment of any amounts due pursuant to\n         the terms of any applicable stock option (or other equity-based) plan\n         of the Company or any welfare or pension benefit plan of the Company as\n         of the date of termination or which by their specific terms extend\n         beyond such date of termination, (C) subject to the terms of the\n         applicable plans (or equivalent substitute(s) (on a fully grossed up\n         after tax basis) if the plan(s) prohibit participation by\n         ex-employees), continuation of the benefits provided in Paragraphs 3(c)\n         and 3(d) of this Agreement for two years following the termination of\n         the Executive's employment (or such shorter period as shall terminate\n         on the date that the \n\n\n\n                                       7\n\n\n         Executive shall commence participation in a medical plan of a\n         subsequent employer), (D) subject to the terms of the applicable plan,\n         other than eligibility, retiree medical benefits for the lives of the\n         Executive and his spouse at the time of termination of his employment\n         and his dependents at the time of termination of his employment while\n         they remain dependents, and (E) payments due, if any, and continuation\n         of coverage (collectively, \"Indemnification\/Insurance Payments\"),\n         pursuant to the Indemnification Provisions and D&amp;O Insurance. All such\n         payments shall be paid to the Executive or his estate or beneficiary,\n         as applicable.\n\n         b. TERMINATION FOR CAUSE: If the Executive's employment is terminated\n         by the Company for Cause, the Term shall terminate without further\n         obligations to the Executive or his legal representatives under this\n         Agreement on the date of such termination and no further payments or\n         benefits of any kind, including salary and bonuses, shall be payable to\n         the Executive, other than for (i) Accrued Obligations and (ii) the\n         payments and benefits provided in Paragraph 5(f).\n\n         If it is subsequently determined that the Company did not have Cause\n         for termination, then the Company's decision to terminate shall be\n         deemed to have been made under Paragraph 4(c), and the Executive shall\n         be entitled to receive the amounts payable under Paragraph 5(c).\n\n         c. OTHER THAN DEATH OR DISABILITY OR CAUSE: If the Company terminates\n         the Executive's employment during the Term for any reason other than\n         Death or Disability, or Cause, or the Executive terminates for Good\n         Reason, the Term shall terminate on the date of such termination\n         without further obligation to the Executive other than (A) Accrued\n         Obligations (B) payment of any amounts due pursuant to the terms of any\n         applicable stock option (or other equity-based) plan of the Company or\n         any welfare or pension benefit plan of the Company as of the date of\n         termination or which by their specific terms extend beyond such date of\n         termination, (C) payment to the Executive, within thirty (30) days of\n         the date of termination, of a lump sum equal to the product of two (2)\n         times the sum of the Executive's then current base salary and target\n         bonus, (D) subject to the terms of the applicable plans (or equivalent\n         substitute(s) (on a fully grossed up after tax basis) if the plan(s)\n         prohibit participation by ex-employees), continuation of the benefits\n         provided in Paragraphs 3(c) and 3(d) of this Agreement for two years\n         following the termination of the Executive's employment (or such\n         shorter period as shall terminate on the date that the Executive shall\n         commence participation in a medical plan of a subsequent employer), (E)\n         subject to the terms of the applicable plan, other than eligibility,\n         retiree medical benefits for the lives of the Executive and his spouse\n         at the time of termination of his employment and his dependents at the\n         time of termination of his employment while they remain dependents, and\n         (F) payment of Indemnification\/Insurance Payments. The Company shall be\n         obligated to make the foregoing payments and to provide the foregoing\n         benefits upon the Executive and the Company signing a mutual release of\n         all claims against the other, substantially in the form attached as\n         Exhibit A; such release shall not affect the Executive's rights (x)\n         under the Consolidated Omnibus Budget Reconciliation Act of 1986\n         (\"COBRA\"), (y) any conversion rights under any applicable life\n         insurance policies and (z) any rights with respect to\n         Indemnification\/Insurance Payments.\n\n\n\n                                       8\n\n\n         d. TERMINATION BY EXECUTIVE: If the Executive terminates his employment\n         for any reason other than for Good Reason, as defined in Paragraph\n         4(d), the Term shall terminate without further obligation to the\n         Executive on the date of such termination and no further payments or\n         benefits of any kind, including salary and bonuses, shall be payable to\n         the Executive, other than for (A) Accrued Obligations and (B) the\n         payments and benefits provided in Paragraph 5(f).\n\n         e. NON-RENEWAL OF AGREEMENT: If the parties do not renew this Agreement\n         following the expiration of the Term, the Company shall not have any\n         further obligation to the Executive, other than for (A) Accrued\n         Obligations, (B) severance at the same level and terms as is given to\n         other senior executives of the Company, (C) upon the Executive's\n         execution of a mutual release substantially in the form attached as\n         Exhibit A, and subject to the terms of the applicable plans (or\n         equivalent substitute(s) (on a fully grossed up after tax basis) if the\n         plan(s) prohibit participation by ex-employees), continuation of the\n         benefits provided in Paragraphs 3(c) and 3(d) of this Agreement for two\n         years following the termination of the Executive's employment (or such\n         shorter period as shall terminate on the date that the Executive shall\n         commence participation in a medical plan of a subsequent employer), (D)\n         upon the Executive's execution of a mutual release substantially in the\n         form attached as Exhibit A, subject to the terms of the applicable\n         plan, other than eligibility, retiree medical benefits for the lives of\n         the Executive and his spouse at the time of termination of his\n         employment and his dependents at the time of termination of his\n         employment while they remain dependents, and (E) the payments and\n         benefits provided in Paragraph 5(f).\n\n         f. EXCLUSIVE REMEDY: Except for the payments and benefits provided in\n         this Paragraph 5, the Executive acknowledges and agrees that upon\n         termination of the Term, he shall have no other claims against, and be\n         entitled to no other payments or benefits from, the Company under this\n         Agreement or pursuant to the Company's policies and plans, other than\n         (A) the Executive's rights under COBRA, (B) any conversion rights under\n         any applicable life insurance policies, (C) payment of any amounts due\n         pursuant to the terms of any stock option (or other equity-based) plan\n         of the Company or any welfare or pension benefit plan of the Company as\n         of the date of termination or which by their specific terms extend such\n         date of termination and (D) rights with respect to\n         Indemnification\/Insurance Payments. In no event shall the Executive be\n         obligated to seek other employment or take any other action by way of\n         mitigation of the amounts payable to the Executive under any of the\n         provisions of this Agreement and such amounts shall not be reduced\n         whether or not the Executive obtains other employment. The amounts due\n         hereunder shall not be subject to offset.\n\n                  6. SPECIAL TAX PROVISION:\n\n         a. Anything in this Agreement to the contrary notwithstanding, in the\n         event that the Executive receives any amount or benefit (collectively,\n         the \"Covered Payments\") (whether pursuant to the terms of this\n         Agreement or any other plan, arrangement or agreement with the Company,\n         any person whose actions result in a change of ownership or effective\n         control covered by Section 280G(b)(2) of the Internal Revenue Code of\n         1986, as amended (the \"Code\") or any person affiliated with the Company\n         or such person) that \n\n\n\n                                       9\n\n\n         is or becomes subject to the excise tax imposed by or under Section\n         4999 of the Code (or any similar tax that may hereafter be imposed)\n         and\/or any interest or penalties with respect to such excise tax (such\n         excise tax, together with such interest and penalties, is hereinafter\n         collectively referred to as the \"Excise Tax\") by reason of the\n         application of Section 280G(b)(2) of the Code, the Company shall pay to\n         the Executive an additional amount (the \"Tax Reimbursement Payment\")\n         such that after payment by the Executive of all taxes (including,\n         without limitation, any interest or penalties and any Excise Tax\n         imposed on or attributable to the Tax Reimbursement Payment itself),\n         the Executive retains an amount of the Tax Reimbursement Payment equal\n         to the sum of (i) the amount of the Excise Tax imposed upon the Covered\n         Payments, and (ii) without duplication, an amount equal to the product\n         of (A) any deductions disallowed for federal, state or local income tax\n         purposes because of the inclusion of the Tax Reimbursement Payment in\n         Executive's adjusted gross income, and (B) the highest applicable\n         marginal rate of federal, state or local income taxation, respectively,\n         for the calendar year in which the Tax Reimbursement Payment is made or\n         is to be made. The intent of this Paragraph 6 is that after the\n         Executive pays federal, state and local income taxes and any payroll\n         taxes, the Executive will be in the same position as if the Executive\n         were not subject to the Excise Tax under Section 4999 of the Code and\n         did not receive the extra payments pursuant to this Paragraph 6, and\n         this Paragraph 6 shall be interpreted accordingly. \n\n         b. Except as otherwise provided in Paragraph 6(a), for purposes of\n         determining whether any of the Covered Payments will be subject to the\n         Excise Tax and the amount of such Excise Tax, such Covered Payments\n         will be treated as \"parachute payments\" (within the meaning of Section\n         280G(b)(2) of the Code) and such payments in excess of the Code Section\n         280G(b)(3) \"base amount\" shall be treated as subject to the Excise Tax,\n         unless, and except to the extent that, the Company's independent\n         certified public accountants or legal counsel (reasonably acceptable to\n         the Executive) appointed by such public accountants (or, if the public\n         accountants decline such appointment and decline appointing such legal\n         counsel, such independent certified public accountants as promptly\n         mutually agreed on in good faith by the Company and the Executive) (the\n         \"Accountant\"), deliver a written opinion to the Executive, reasonably\n         satisfactory to the Executive's legal counsel, that, in the event such\n         reporting position is contested by the Internal Revenue Service, there\n         will be a more likely than not chance of success with respect to a\n         claim that the Covered Payments (in whole or in part) do not constitute\n         \"parachute payments,\" represent reasonable compensation for services\n         actually rendered (within the meaning of Section 280G(b)(4) of the\n         Code) in excess of the \"base amount\" allocable to such reasonable\n         compensation, or such \"parachute payments\" are otherwise not subject to\n         such Excise Tax (with appropriate legal authority, detailed analysis\n         and explanation provided therein by the Accountant); and the value of\n         any Covered Payments which are non-cash benefits or deferred payments\n         or benefits shall be determined by the Accountant in accordance with\n         the principles of Section 280G of the Code.\n\n         c. For purposes of determining the amount of the Tax Reimbursement\n         Payment, the Executive shall be deemed to pay federal, state and\/or\n         local income taxes at the highest applicable marginal rate of income\n         taxation for the calendar year in which the Tax Reimbursement Payment\n         is made or is to be made, and to have otherwise allowable deductions\n         for federal, state and local income tax purposes at least equal to\n         those \n\n\n\n                                       10\n\n\n         disallowed due to the inclusion of the Tax Reimbursement Payment in the\n         Executive's adjusted gross income.\n\n         d.              (1)        (A) In the event that prior to the time\n                                    the Executive has filed any of the\n                                    Executive's tax returns for a calendar year\n                                    in which Covered Payments are made, the\n                                    Accountant determines, for any reason\n                                    whatsoever, the correct amount of the Tax\n                                    Reimbursement Payment to be less than the\n                                    amount determined at the time the Tax\n                                    Reimbursement Payment was made, the\n                                    Executive shall repay to the Company, at the\n                                    time that the amount of such reduction in\n                                    the Tax Reimbursement Payment is determined\n                                    by the Accountant, the portion of the prior\n                                    Tax Reimbursement Payment attributable to\n                                    such reduction (including the portion of the\n                                    Tax Reimbursement Payment attributable to\n                                    the Excise Tax and federal, state and local\n                                    income taxes imposed on the portion of the\n                                    Tax Reimbursement Payment being repaid by\n                                    the Executive, using the assumptions and\n                                    methodology utilized to calculate the Tax\n                                    Reimbursement Payment (unless manifestly\n                                    erroneous)), plus interest on the amount of\n                                    such repayment at the rate provided in\n                                    Section 1274(b)(2)(B) of the Code.\n\n                                    (B) In the event that the determination set\n                                    forth in (A) above is made by the Accountant\n                                    after the filing by the Executive of any of\n                                    the Executive's tax returns for a calendar\n                                    year in which Covered Payments are made, the\n                                    Executive shall file at the request of the\n                                    Company an amended tax return in accordance\n                                    with the Accountant's determination, but no\n                                    portion of the Tax Reimbursement Payment\n                                    shall be required to be refunded to the\n                                    Company until actual refund or credit of\n                                    such portion has been made to the Executive,\n                                    and interest payable to the Company shall\n                                    not exceed the interest received or credited\n                                    to the Executive by such tax authority for\n                                    the period it held such portion (less any\n                                    tax the Executive must pay on such interest\n                                    and which the Executive is unable to deduct\n                                    as a result of payment of the refund).\n\n                                    (C) In the event the Executive receives a\n                                    refund pursuant to (B) above and repays such\n                                    amount to the Company, the Executive shall\n                                    thereafter file for any refunds or credits\n                                    that may be due to Executive by reason of\n                                    the repayments to the Company. The Executive\n                                    and the Company shall mutually agree upon\n                                    the course of action, if any, to be pursued\n                                    (which shall be at the expense of the\n                                    Company) if the Executive's claim for such\n                                    refund or credit is denied.\n\n                         (2)        In the event that the Excise Tax is later\n                                    determined by the Accountant or the Internal\n                                    Revenue Service to exceed the amount taken\n                                    into account hereunder at the time a Tax\n                                    Reimbursement \n\n\n\n                                       11\n\n\n                                    Payment was made (including by reason of any\n                                    payment the existence or amount of which\n                                    could not be determined at the time of the\n                                    earlier Tax Reimbursement Payment), the\n                                    Company shall make an additional Tax\n                                    Reimbursement Payment in respect of such\n                                    excess (plus any interest or penalties\n                                    payable with respect to such excess) once\n                                    the amount of such excess is finally\n                                    determined.\n\n                         (3)        In the event of any controversy with the\n                                    Internal Revenue Service (or other taxing\n                                    authority) under this Paragraph 6, subject\n                                    to the second sentence of subparagraph\n                                    (1)(C) above, Executive shall permit the\n                                    Company to control issues related to this\n                                    Paragraph 6 (at its expense), provided that\n                                    such issues do not potentially materially\n                                    adversely affect the Executive, but the\n                                    Executive shall control any other issues. In\n                                    the event the issues are interrelated, the\n                                    Executive and the Company shall in good\n                                    faith cooperate so as not to jeopardize\n                                    resolution of either issue. In the event of\n                                    any conference with any taxing authority as\n                                    to the Excise Tax or associated income\n                                    taxes, the Executive shall permit the\n                                    representative of the Company to accompany\n                                    the Executive, and the Executive and his\n                                    representative shall cooperate with the\n                                    Company and its representative.\n\n                         (4)        With regard to any initial filing for a\n                                    refund or any other action required pursuant\n                                    to this Paragraph 6 (other than by mutual\n                                    agreement) or, if not required, agreed to by\n                                    the Company and the Executive, the Executive\n                                    shall cooperate fully with the Company,\n                                    provided that the foregoing shall not apply\n                                    to actions that are provided herein to be at\n                                    the Executive's sole discretion.\n\n         e. The Tax Reimbursement Payment, or any portion thereof, payable by\n         the Company shall be paid not later than the fifth day following the\n         determination by the Accountant, and any payment made after such fifth\n         day shall bear interest at the rate provided in Code Section\n         1274(b)(2)(B) to the extent and for the period after such fifth day\n         that Executive has an obligation to make payment or estimated payment\n         of the Excise Tax. The Company shall use its best efforts to cause the\n         Accountant to promptly deliver the initial determination required\n         hereunder with respect to Covered Payments paid or payable in any\n         calendar year; if the Accountant's determination is not delivered\n         within ninety (90) days after Covered Payments are paid or distributed,\n         the Company shall pay the Executive the Tax Reimbursement Payment set\n         forth in an opinion from counsel recognized as knowledgeable in the\n         relevant areas selected by Executive, and reasonably acceptable to the\n         Company, within five (5) days after delivery of such opinion. The\n         Company may withhold from the Tax Reimbursement Payment and deposit\n         into applicable taxing authorities such amounts as they are required to\n         withhold by applicable law. To the extent that the Executive is\n         required to pay estimated or other taxes on amounts received by the\n         Executive beyond any withheld amounts, the Executive shall promptly\n         make such payments. The amount of such payment shall be subject to\n         later adjustment in accordance with the determination of the Accountant\n         as provided herein.\n\n\n\n                                       12\n\n\n         f. The Company shall be responsible for (i) all charges of the\n         Accountant, (ii) if subparagraph (e) is applicable, the reasonable\n         charges for the opinion given by the Executive's legal counsel, and\n         (iii) all reasonable charges in connection with the preparation and\n         filing of any amended tax returns on behalf of the Executive requested\n         by the Company, required hereunder, or required by applicable law. The\n         Company shall gross-up for tax purposes any income to the Executive\n         arising pursuant to this subparagraph (f) so that the economic effect\n         to the Executive is the same as if the benefits were provided on a\n         non-taxable basis.\n\n         g. The Executive and the Company shall mutually agree on and promulgate\n         further guidelines in accordance with this Paragraph 6 to the extent\n         that, if any, necessary to effect the reversal of excessive or\n         shortfall Tax Reimbursement Payments. The foregoing shall not in any\n         way be inconsistent with Paragraph 6(d)(1)(C).\n\n                  7. CONFIDENTIAL INFORMATION: During and after the Term, the\nExecutive agrees that he shall not use or disclose any Confidential Information\nrelating to the Company or any of its subsidiaries or other affiliates of the\nCompany, present and future, and their respective businesses, which shall have\nbeen obtained by the Executive during his employment by the Company or any of\nits subsidiaries or other affiliates of the Company and which shall not be or\nbecome public knowledge (other than by acts by the Executive or his\nrepresentatives in violation of this Agreement), provided that the Executive\nmay, (a) while employed by the Company, disclose such information, knowledge, or\ndata as he in good faith deems appropriate, and (b) otherwise comply with legal\nprocess, so long as the Executive gives prompt notice to the Company of any\nrequired disclosure and reasonably cooperates (without being required to incur\nany expense or subject himself to sanction or penalty) with the Company if the\nCompany determines to oppose, challenge, or quash the legal process.\n\"Confidential Information\" consists of any oral or written information not\ngenerally known outside of the Company and its subsidiaries and affiliates,\nincluding without limitation, trade secrets, intellectual property, software and\ndocumentation, customer information (including, without limitation, customer\nlists), company policies, practices and codes of conduct, internal analyses,\nanalyses of competitive products, strategies, merger and acquisition plans,\nmarketing plans, corporate financial information, information related to\nnegotiations with third parties, information protected by privileges (such as\nthe attorney-client privilege), internal audit reports, contracts and sales\nproposals, training materials, employment records, performance evaluations, and\nother sensitive information. This provision is not intended, and shall not be\ninterpreted, to limit or reduce any confidentiality obligations the Executive\notherwise owes the Company under applicable law.\n\n                  8. NONSOLICITATION: The Executive agrees that during the Term\nof this Agreement and for a period of one (1) year following the termination of\nthe Term, he will not, directly or indirectly, knowingly, whether alone or with\nothers, solicit any employee of the Company or any of its subsidiaries or other\naffiliates, present or future (while an affiliate) who is being compensated at a\nrate of Fifty Thousand Dollars ($50,000.00) or more, to leave the employment of\nsuch company or to work for any individual or firm then in competition with the\nbusiness of the Company or any of its subsidiaries or other affiliates, present\nor future. The Executive understands and agrees that his agreement not to\nsolicit means, among other things, that he may not have any part in hiring\nanyone who is an employee of the Company or its \n\n\n\n                                       13\n\n\nsubsidiaries or affiliates, even if the Executive is contacted by the employee\nfirst. The Executive further understands and agrees that for purposes of this\nnonsolicitation paragraph, employees of the Company or its subsidiaries or\naffiliates shall mean persons who are or were employed by the Company or its\nsubsidiaries or affiliates at the relevant time or during the six months\npreceding the relevant time. The Executive may give references with respect to\nsuch employees.\n\n                  9. NONCOMPETITION: The Executive agrees that during the Term\nof this Agreement and for a period of one (1) year following the termination of\nthe Term for any reason, he will not directly or indirectly, whether as\nprincipal, agent, officer, director, employee, consultant, partner, shareholder,\nor otherwise, alone or with others, engage in any activity competitive with the\nbusiness of the Company or the telecommunications business of any of its\nsubsidiaries or affiliates, present or future. The foregoing shall not be\nviolated by the Executive owning less than three percent (3%) of the outstanding\nequity or debt securities of any entity. In addition to any and all other\nremedies available to the Company, if the Executive breaches his obligations set\nforth in this Paragraph 9 he shall forfeit and shall not be entitled to any\nCompany benefits or stock options, vested or unvested. The Executive agrees that\nthe restrictions set forth in this Paragraph 9 are necessary and reasonable to\nprotect the Company's business and the Executive represents that these\nrestrictions will not prevent him from earning a livelihood.\n\n                  10.      REMEDIES:\n\n                  a. The Executive agrees that in addition to any other remedy\navailable to the Company pursuant to statute, common law or this or any other\nagreement, and notwithstanding any agreement regarding alternative dispute\nresolution that the Executive and the Company enter into now or in the future,\nthe Company may seek injunctive relief from a court to enforce the\nconfidentiality, nonsolicitation, and\/or noncompete provisions set forth in\nParagraphs 7, 8, and 9 above, pending any decision on the merits by an\narbitrator. The Executive agrees that the remedies as provided for in this\nAgreement supersede all prior inconsistent agreements into which he has entered,\nincluding without limitation, any agreements or provisions found in prior stock\noption agreements.\n\n                  b. If a court or arbitrator determines that any provision of\nthis Agreement is too broad, the Executive and the Company agree that the court\nor arbitrator should modify the provision to the extent (but not more than)\nnecessary to make the provision enforceable. All other provisions of the\nAgreement shall be enforceable as drafted.\n\n                  11. SUCCESSORSHIP: This Agreement shall inure to the benefit\nof and be binding upon the Company and its successors and permitted assigns and\nany such successor or permitted assignee shall be deemed substituted for the\nCompany under the terms of this Agreement for all purposes. As used herein,\n\"successor\" and \"assignee\" shall be limited to any person, firm, corporation, or\nother business entity which at any time, whether by purchase, merger, or\notherwise, directly or indirectly acquires the stock of the Company or to which\nthe Company assigns this Agreement by operation of law or otherwise in\nconnection with any sale of all or substantially all of the assets of the\nCompany, provided that any successor or permitted assignee promptly assumes in a\nwriting delivered to the Executive this Agreement and, in no event, shall any\nsuch succession or assignment release the Company from its obligations\nhereunder.\n\n\n\n                                       14\n\n\n                  12.      ARBITRATION:\n\n         a. Any and all controversies, claims, or disputes arising out of or in\n         any way relating to this Agreement, Executive's employment with the\n         Company, or the termination thereof, shall be resolved by final and\n         binding arbitration in New York, New York before a single arbitrator in\n         accordance with the applicable rules and procedures of the American\n         Arbitration Association (the \"AAA\"). The arbitration shall be commenced\n         by filing a demand for arbitration with the AAA within eighteen (18)\n         months after the occurrence of the facts giving rise to any such\n         controversy, claim, or dispute. The Federal Arbitration Act, 9 U. S.C.\n         Sections 1-16, as it may be amended from time to time, shall govern the\n         arbitrability of all claims, and the arbitrator shall decide all issues\n         relating to arbitrability. The costs of such arbitration, including the\n         arbitrator's fees, shall be split evenly between the parties to the\n         arbitration. Each party to the arbitration shall be responsible for the\n         payment of its own attorneys' fees, provided that, if the Executive\n         prevails as to any matter in any such arbitration, the Company shall\n         pay the reasonable attorneys' fees incurred by the Executive in\n         connection with those matters on which he prevails, in an amount to be\n         determined by the arbitrator.\n\n         b. Claims covered by this agreement to arbitrate include, but are not\n         limited to, claims sounding in contract, statute, tort, fraud,\n         misrepresentation, discrimination or any other legal theory, including\n         but not limited to claims under Title VII of the Civil Rights Act of\n         1964, as amended; claims under the Civil Rights Act of 1991; claims\n         under the Age Discrimination in Employment Act of 1967, as amended;\n         claims under 42 U.S.C. sections 1981, 1981a, 1983, 1985, or 1988;\n         claims under the Family and Medical Leave Act of 1993; claims under the\n         Americans with Disabilities Act of 1990, as amended; claims under the\n         Rehabilitation Act of 1973, as amended; claims under the Fair Labor\n         Standards Act of 1938, as amended; claims under the Employee Retirement\n         Income Security Act of 1974, as amended; claims under the Colorado\n         Anti-Discrimination Act; or claims under any other similar federal,\n         state, or local laws or regulations, whenever brought or amended. The\n         only legal claims between Executive and the Company that are not\n         included within this agreement for arbitration are claims by the\n         Executive for workers' compensation or unemployment compensation\n         benefits.\n\n         c. The Executive recognizes and acknowledges that he is voluntarily,\n         knowingly and intelligently waiving any right he may otherwise have to\n         seek remedies in court or other forums, including the right to a jury\n         trial. The Company likewise recognizes and acknowledges that it is\n         voluntarily, knowingly and intelligently waiving any right it might\n         otherwise have to seek remedies against Executive in court or other\n         forums, including the right to a jury trial.\n\n         d. All arbitration proceedings will be confidential. The arbitrator's\n         decision and award shall be final and binding, as to all claims that\n         were, or could have been, raised in the arbitration, and judgment upon\n         the award rendered by the arbitrator may be entered to any court having\n         jurisdiction thereof. The arbitrator's award shall be in writing and\n         shall reveal the essential findings and conclusions on which the award\n         is based.\n\n\n\n                                       15\n\n\n                  13. GOVERNING LAW: The provisions of this Agreement shall be\nconstrued in accordance with, and governed by, the laws of the State of New York\nwithout regard to principles of conflict of laws.\n\n                  14. SAVINGS CLAUSE: If any provision of this Agreement or the\napplication thereof is held invalid, the invalidity shall not affect other\nprovisions or applications of the Agreement which can be given effect without\nthe invalid provisions or applications and to this end the provisions of this\nAgreement are declared to be severable.\n\n                  15. WAIVER OF BREACH: No waiver of any breach of any term or\nprovision of this Agreement shall be construed to be, nor shall be, a waiver of\nany other breach of this Agreement. No waiver shall be binding unless in writing\nand signed by the party waiving the breach.\n\n                  16. MODIFICATION: No provision of this Agreement may be\namended, modified, or waived except by written agreement signed by the parties\nhereto.\n\n                  17. ASSIGNMENT OF AGREEMENT: The Executive acknowledges that\nhis services are unique and personal. Accordingly, the Executive may not assign\nhis rights or delegate his duties or obligations under this Agreement to any\nperson or entity; provided, however, that payments may be made to the\nExecutive's estate or beneficiaries as expressly set forth herein. If the\nExecutive dies before all amounts owed to him from the Company have been paid,\nsuch amounts owing shall be paid to the Executive's estate or beneficiaries.\n\n                  18. ENTIRE AGREEMENT: This Agreement is an integrated document\nand constitutes and contains the complete understanding and agreement of the\nparties with respect to the subject matter addressed herein, and supersedes and\nreplaces all prior negotiations and agreements, whether written or oral,\nconcerning the subject matter hereof.\n\n                  19. CONSTRUCTION: Each party has cooperated in the drafting\nand preparation of this Agreement. Hence, in any construction to be made of this\nAgreement, the same shall not be construed against any party on the basis that\nthe party was the drafter. The captions of this Agreement are not part of the\nprovisions and shall have no force or effect.\n\n                  20. NOTICES: Notices and all other communications provided for\nin this Agreement shall be in writing and shall be delivered personally or sent\nby registered or certified mail, return receipt requested, postage prepaid, or\nsent by facsimile or prepaid overnight courier to the parties at the facsimile\nphone numbers or addresses set forth below (or at such other numbers or\naddresses as shall be specified by the parties by like notice). Such notices,\ndemands, claims, and other communications shall be deemed given:\n\n         a. in the case of delivery by overnight service with guaranteed next\n         day delivery, such next day or the day designated for delivery;\n\n         b. in the case of certified or registered United States mail, five days\n         after deposit in the United States mail; or\n\n\n\n                                       16\n\n\n         c. in the case of facsimile, the date upon which the transmitting party\n         received confirmation of receipt by facsimile, telephone, or otherwise;\n         and\n\n         d. in the case of personal delivery, when received.\n\n         Communications that are to be delivered by facsimile or by the United\n         States mail or by overnight service are to be delivered to the\n         facsimile phone numbers or addresses set forth below:\n\n                  (1)      To the Company:\n\n                           Qwest Communications International Inc.\n                           1801 California Street\n                           Denver, Colorado 80202\n                           Attention:  General Counsel\n\n                           Facsimile:  (303) 296-2782\n\n                  (2)      To the Executive:\n\n                           Joseph P. Nacchio\n\n                           At the address and\/or facsimile number maintained in\n                           the Company's business records.\n\n\nEach party, by written notice furnished to the other party, may modify the\nacceptable delivery number or address, except that notice of such a change of\nnumber or address shall be effective only upon receipt. In the event that the\nCompany is aware that the Executive is not at the location when notice is being\ngiven, notice shall be deemed given when received by the Executive, whether at\nthe aforementioned location or at another location.\n\n                  21. TAX WITHHOLDING: The Company may withhold from any amounts\npayable under this Agreement such federal, state, or local taxes as shall be\nrequired to be withheld pursuant to any applicable law or regulation.\n\n                  22. REPRESENTATION: The Executive represents that he is\nknowledgeable and sophisticated as to business matters, including the subject\nmatter of this Agreement, that he has read this Agreement and that he\nunderstands its terms. The Executive acknowledges that, prior to assenting to\nthe terms of this Agreement, he has been given a reasonable time to review it,\nto consult with counsel of his choice, and to negotiate at arm's-length with the\nCompany as to its contents. The Executive and the Company agree that the\nlanguage used in this Agreement is the language chosen by the parties to express\ntheir mutual intent, and that they have entered into this Agreement freely and\nvoluntarily and without pressure or coercion from anyone.\n\n\n\n                                       17\n\n\n\n\n                  IN WITNESS WHEREOF, the Company and the Executive, intending\nto be legally bound, have executed this Agreement on the day and year first\nabove written.\n\n\n\n                                      QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n\n                                      By:      \/S\/ PHILIP F. ANSCHUTZ         \n                                         ---------------------------------------\n                                               Name: Philip F. Anschutz\n                                               Title: Chairman of the Board\n\n\n                                      JOSEPH P. NACCHIO\n\n\n                                               \/S\/ JOSEPH P. NACCHIO   \n                                      ------------------------------------------\n\n\n\n                                       18\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9544],"class_list":["post-39507","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39507","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39507"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39507"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39507"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39507"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}