{"id":39508,"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-inc3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-qwest-communications-international-inc3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-qwest-communications-international-inc3.html","title":{"rendered":"Employment Agreement &#8211; Qwest Communications International Inc. and Afshin Mohebbi"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n     THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made and entered into as of\nthe 20th day of May 1999 (\"Agreement Date\"), by and between QWEST COMMUNICATIONS\nINTERNATIONAL INC., a Colorado corporation, having its principal executive\noffices in Denver Colorado (the \"Company\"), and AFSHIN MOHEBBI (the\n\"Executive\").\n\n     WHEREAS, the Company engages in the business of providing a broad range of\ntelecommunication services and products;\n\n     WHEREAS, the Executive desires to become employed by the Company as its\nPresident and Chief Operating Officer on the terms and conditions set forth\nhere, and the Company desires to employ Executive in such capacity;\n\n     NOW, THEREFORE in consideration of the mutual promises and agreements set\nforth below, the Company and the Executive hereby agree as follows:\n\n     1. TERM OF EMPLOYMENT. Subject to the terms of this Agreement, the Company\nhereby employs the Executive, and the Executive hereby accepts employment as\nPresident and Chief Operating Officer for the period beginning May 20, 1999,\nuntil terminated by either party in accordance with the terms of this Agreement.\n\n     2. POSITION AND DUTIES.\n\n          a. The Executive shall serve as President and Chief Operating Officer\nof the Company and shall have such duties, responsibilities and authority as are\ncustomarily required of and given to a President and Chief Operating Officer and\nsuch other duties and responsibilities commensurate with such position as the\nBoard of Directors (\"Board\") of the Company shall determine from time to time.\n\n          b. The Executive will become a member of the board of directors of\nQwest on the first anniversary of employment, and Qwest may decide to move up\nthe timetable but is not obligated to do so. It is anticipated that the\nExecutive will frequently attend board meetings to make presentations and to\nobserve the discussion.\n\n          c. The Executive may (i) with the express authorization of the Board,\nserve as a director or trustee of other for-profit corporations or businesses\nwhich are not in competition with the business of the Company, and (ii) serve on\ncivic or charitable boards or committees.\n\n     3. COMPENSATION AND BENEFITS.\n\n          a. Salary. Executive shall receive for services rendered an annual\nbase salary of Five Hundred Thousand Dollars ($500,000) (the \"Base Salary\")\npayable in periodic installments in accordance with the Company's payroll\npractices. The Board will review the Executive's salary at least annually and\nmay increase (but not reduce) the Executive's annual Base Salary in its sole\ndiscretion. Executive's first review shall be January 1, 2000. Once\n\n\n   2\n\n\nincreased, such Base Salary shall not be reduced. Executive's Base Salary as so\nincreased shall thereafter be treated as his Base Salary hereunder.\n\n          b. ANNUAL BONUS. The Executive shall be eligible to participate in the\nCompany's quarterly executive bonus plan, and his target annual bonus shall be\none hundred five percent (105%) of his Base Salary. The Executive shall receive\na prorata bonus at the target bonus rate for the second quarter based on the\namount of time he is employed at the Company. In addition, the Executive will be\nguaranteed a minimum bonus for the third and fourth quarters of 1999 at the\ntarget bonus rate, but the bonus can be higher if performance warrants it.\n\n          c. BENEFITS. The Executive shall be entitled to participate in all\nbenefit plans now existing or established hereafter for senior executives and\nemployees to the extent that Executive is eligible under the general provisions\nof such plans.\n\n          d. VACATION. The Executive shall be entitled to be covered by Qwest's\ntime off with pay policy.\n\n          e. TRAVEL, BUSINESS CLUB MEMBERSHIP AND EXPENSES. The Company shall\nreimburse the Executive all reasonable expenses incurred when performing his\nduties and responsibilities in accordance with the Company's expense\nreimbursement policies and guidelines. The Company shall also reimburse the\nExecutive for reasonable attorneys' fees and charges incurred in connection with\nthe separation of his employment with British Telecom, resolving the terms and\nconditions of the separation, negotiating and preparing the term sheets of\nemployment at the Company and preparing and executing this Agreement.\n\n          f. RELOCATION. The Company shall pay all reasonable expenses incurred\nby the Executive in relocating to Denver, Colorado, including moving expenses,\ncosts of selling his current home (within the next 18 months), expenses related\nto purchasing a home in Denver and related expenses.\n\n         g. INDEMNIFICATION. To the fullest extent permitted by the\nindemnification provisions of the Articles of Incorporation and Bylaws of the\nCompany in effect as of the date of this Agreement, and the indemnification\nprovision of the laws of the jurisdiction of the Company's incorporation in\neffect from time to time, the Company shall indemnify the Executive as a\ndirector, senior officer or employee of the Company against all liabilities and\nreasonable expenses that may be incurred in any threatened, pending or completed\naction, suit or proceeding, and shall pay for the reasonable expenses incurred\nby the Executive in the defense of or participation in any proceeding to which\nthe Executive is a party because of his service to the Company. The rights of\nthe Executive under this indemnification provision shall survive the termination\nof employment.\n\n     4. STOCK OPTIONS. The Executive will receive a non-qualified stock option\ngrant of One Million Six Hundred Thousand (1,600,000) shares which will vest at\nthe rate of twenty percent (20%) per year on the 1st, 2nd, 3rd, 4th and 5th\nanniversary of employment. The strike price of said options will be $39.4375.\nThe Executive will receive a second option grant of Four Hundred Thousand\n(400,000) shares on the third anniversary of his employment on the same terms\nand conditions as the first grant except that the strike price will be the\nmarket price at the close of business on the date of the second grant. These\noption grants shall be adjusted to\n\n\n                                       -2-\n   3\n\n\naccommodate any stock \"splits\" which occur on or after May 27, 1999. The option\nshares referred to in this paragraph (1,600,000 share initial grant and 400,000\nshare grant on third anniversary of employment) will all automatically vest in\nthe event of a Change of Control of the Company as that term is defined in the\nQwest Communications International, Inc. Equity Incentive Plan in effect in May,\n1999. In addition, Executive shall participate in all other regular option\ngrants to executives in an amount that is commensurate with his position in the\nCompany relative to others receiving grants.\n\n     5. LOAN. The Company shall provide the Executive a Six Hundred Thousand\nDollars ($600,000) interest-free loan on his first day of employment to\nfacilitate his transition to employment with the Company, and the loan will be\nforgiven in equal amounts over the next three (3) years on the first, second and\nthird anniversary of his employment. Any unpaid balance on the loan shall be\nforgiven in the event of a Change of Control of the Company termination of his\nemployment without cause, or termination by the Executive for good reason.\n\n     6. TERMINATION.\n\n          a. TERMINATION FOR CAUSE. The Company may immediately terminate this\nAgreement for \"cause\" by giving written notice to the Executive. Any one or more\nof the following events shall constitute \"cause\":\n\n               (1) Willfull misconduct with respect to the Company which is\nmaterially detrimental to the Company;\n\n               (2) Conviction of (or pleading nolo contendre to) a felony;\n\n               (3) Failure or refusal to attempt to follow the written direction\nof the Board within a reasonable period after receiving written notice;\n\n               (4) Gross continuous nonfeasance with regard to the Executive's\nmaterial duties, taken as a whole, which materially continue after a written\nnotice thereof is given to the Executive.\n\n          b. TERMINATION WITHOUT CAUSE. On sixty (60) days prior written notice,\nthe Company may terminate the Executive without \"cause\" (as defined in Paragraph\n6 above); provided, however, that the Company shall pay all accrued salary,\nbonus, vacation time, and benefits through the termination date. In addition,\nthe Company shall pay to the Executive (i) an amount equal to twelve (12) months\nof his then Base Salary; (ii) a prorated bonus in an amount equal to the target\nbonus for the fiscal year in which the Executive is terminated based on the\nnumber of months employed during that fiscal year; and (iii) shall also provide\nfor continuation of all existing employee benefits for a period of eighteen (18)\nmonths from the termination date unless Executive obtains benefits with another\nemployer at an earlier date.\n\n     The Company shall have the right to terminate this Agreement without cause\nbased on the death or permanent disability of the Executive provided that the\npayments referred to in this Section 6.b are made to the Executive or his\nrepresentative.\n\n\n                                       -3-\n   4\n\n\n          c. TERMINATION BY EXECUTIVE FOR GOOD REASON. The Executive may\nterminate his employment for Good Reason upon written notice to the Company, and\nin such event, said employment termination shall be treated as termination by\nthe Company for reasons other than good cause, and the Executive shall receive\nthe payments referred to in the proceeding Paragraph 6.b. For purposes of this\nAgreement, Good Reason shall mean:\n\n               (1) A diminution of the Executive's titles, offices, positions or\nauthority;\n\n               (2) The assignment to the Executive of any duties inconsistent\nwith the Executive's position, authority or material responsibilities, or the\nremoval of the Executive's authority or material responsibilities;\n\n               (3) The failure by the Company to timely make any payment due\nhereunder or to comply with any of the material provisions of this Agreement;\n\n               (4) The occurrence of a Change of Control of the Company, as\ndefined in the Qwest Equity Incentive Plan;\n\n               (5) The failure of the Company to elect or re-elect the Executive\nas a director of the Company, or the removal of the Executive at a director.\n\n     7. PROPRIETARY INFORMATION OBLIGATIONS. During the term of employment under\nthis Agreement, the Executive will have access to and become acquainted with the\nCompany's confidential and proprietary information (collectively, \"Proprietary\nInformation\"), including but not limited to information or plans concerning\nCompany's business, customer and technical information and records. Executive\nshall not disclose any of the Company's Proprietary Information, directly or\nindirectly, or use it in any way, either during the term of this Agreement or at\nany time thereafter, except as reasonably necessary in the course of his\nemployment for the Company or is authorized in writing by the Company. All\ndocuments and records relating to the Company's business, whether prepared by\nthe Executive or otherwise, coming into his possession, shall remain the\nCompany's exclusive property and shall be returned to the Company on termination\nof employment.\n  \n     8. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to\nthe benefit of and be enforceable by the Executive and the Company, and their\nrespective successors and assigns, except that Executive may not assign any of\nhis duties under this Agreement without the Company's prior written consent.\n\n     9. DISPUTE RESOLUTION AND BINDING ARBITRATION. The Executive and the\nCompany agree that, if a dispute arises concerning or relating to Executive's\nemployment with the Company or the terms and conditions to this Agreement, the\ndispute will be submitted to binding arbitration under the employment rules of\nthe American Arbitration Association (\"AAA\") then in effect. The arbitration\nshall take place in Santa Clara County, California and both the Executive and\nthe Company agree to submit to the jurisdiction of the arbitrator selected in\naccordance with the AAA rules and procedures. The arbitrator shall decide all\nissues relating to arbitrability. The costs of such arbitration, including the\narbitrator's fees, shall initially be split evenly between the parties to the\narbitration. If the Executive prevails as to\n\n\n                                       -4-\n   5\n\n\nany matter in such arbitration, the Company shall pay the reasonable attorneys\nfees and costs (including arbitrator fees, arbitration costs, etc.) incurred by\nthe Executive in connection with those matters on which he prevails in an amount\nto be determined by the arbitrator.\n\n     10. CHOICE OF LAW. All questions concerning the construction validity and\ninterpretation of this Agreement will be governed by the internal law, and not\nthe law of conflicts, of the State of California.\n\n     11. SEVERABILITY. If any term, provision or part of this Agreement is found\nby a court to be invalid, illegal, or incapable of being enforced by any rule of\nlaw or public policy, all other terms, provisions and parts of this Agreement\nshall nevertheless remain in full force and effect as long as the economic or\nlegal substance of the transactions contemplated hereby is not effected in any\nmanner materially adverse to any party.\n\n     12. CONSTRUCTION. Each party has cooperated in the drafting and preparation\nof this Agreement. Hence, in any construction to be made of this Agreement, the\nsame shall not be construed against any party on the basis that the party was\nthe drafter.\n\n     13. ATTORNEYS FEES. If any legal proceeding is necessary to enforce or\ninterpret the terms of this Agreement, the prevailing party shall be entitled to\nreasonable attorneys fees as well as costs and disbursements, in addition to any\nother relief to which the prevailing party may be entitled.\n\n     14. NOTICES. Any notices provided hereunder must be in writing and shall be\ndeemed effective on the earlier of personal delivery (including personal\ndelivery by telecopy or private overnight carrier) or the third day after\nmailing by first class mail to the recipient at the address indicated below:\n\n          To the Company:    [Withheld]\n        \n          To Executive:      [Withheld]\n\n          With a copy to:    [Withheld]\n\n\nor to such other address or to the attention of such other person as the\nrecipient party will have specified by prior written notice to the sending\nparty.\n\n\n                                       -5-\n   6\n\n\n     IN WITNESS WHEREOF, the parties now execute this Agreement, to be effective\nas of the Agreement Date first above written.\n\n\n                                            QWEST COMMUNICATIONS        \n                                            INTERNATIONAL INC.          \n                                                                        \n                                            By:                         \n                                               -----------------------  \n                                                                        \n\n\n                                            EXECUTIVE:                  \n                                                                        \n                                                                        \n                                                                        \n                                            --------------------------  \n                                            AFSHIN MOHEBBI              \n\n\n\n                                      -6-\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-39508","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\/39508","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=39508"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39508"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39508"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39508"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}