{"id":39509,"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-inc5.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-qwest-communications-international-inc5","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-qwest-communications-international-inc5.html","title":{"rendered":"Employment Agreement &#8211; Qwest Communications International Inc. and Stephen Jacobsen"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n     This Employment Agreement (\"Agreement\") is entered into as of this 18th day\nof October, 2000, by and between Qwest Communications International Inc., a\nDelaware corporation (the \"Company\"), and Stephen Jacobsen (the \"Employee\").\n\n     WHEREAS, the Company desires to retain the Employee as President of Global\nBusiness Markets and Internet and Multi-Media Markets, and the Employee desires\nto accept such employment.\n\n     NOW, THEREFORE, in consideration of the mutual covenants hereinafter\ncontained, and for other good and valuable consideration, it is hereby agreed as\nfollows:\n\n     1. Term. The term of this Agreement shall commence as of October 18, 2000,\n(the \"Commencement Date\") and continue for three (3) years therefrom (the\n\"Term\"); provided, however, that either party may terminate this Agreement\nconsistent with paragraph 7 below at any time upon thirty (30) days written\nnotice to the other party.\n\n     2. Duties. Employee is being promoted to the President of Global Business\nMarkets and Internet and Multi-Media Markets. In his capacity as President of\nGlobal Business Markets and Internet and Multi-Media Markets, his duties will\ninclude management of all financial, marketing, distribution, operations, brand\nmanagement and product management for internet services associated with business\ncustomers. The foregoing responsibilities may not be materially altered,\ndiminished and\/or increased without Employee's prior written approval. Employee\nshall report directly to the Chief Executive Officer and shall perform his\nobligations under this Agreement in Denver, Colorado except for normal business\ntrips outside of Denver, Colorado.\n\n     3. Consideration as Chief Executive Officer. If Employee is successful in\nthe position of President of Global Business Markets and Internet and\nMulti-media Markets, the Company's Board of Directors will, in good faith,\nconsider him for the position of Chief Executive Officer either during the Term\nor immediately thereafter. If the Company offers Employee the position of Chief\nExecutive Officer, it will renegotiate, in good faith, the terms and conditions\nof this Agreement to reflect the additional responsibilities the Employee will\nassume.\n\n     4. Indemnification. During the Term and all times thereafter, Company shall\nindemnify the Employee to the fullest extent permitted by applicable law, and\nthe Employee shall be entitled to the protection of any insurance policies the\nCompany may elect to maintain generally for the benefit of its directors and\nofficers, with respect to all costs, charges and expenses, including attorney's\nfees, whatsoever incurred or sustained by the Employee in connection with any\naction, suit or proceeding to which he may be made a party by reason of being or\nhaving been a director, officer, shareholder or employee of the Company, or his\nserving or having served any other enterprise as a director, officer or employee\nat the request of the Company.\n\n     5. Compensation. During the Term, the Company shall pay to the Employee:\n\n        (a) Base Salary. The Company shall pay Employee a base salary of Six\nHundred Thousand Dollars ($600,000) per annum. Such Base Salary shall be payable\nin accordance with Company's regular payroll policies. Additionally, such Base\nSalary shall be subject to review at the end of each employment year (October\n18th) for possible increase, but shall in no event be decreased from its then\nexisting level.\n\n\n\n   2\n\n\n        (b) Performance Bonus Payments. Employee shall be eligible to\nparticipate in the Company's bonus program. Commencing with the Fourth Quarter\nof Calendar Year 2000, Employee's target bonus will be 105%.\n\n        (c) Other Benefits. During the Term, the Employee shall be entitled to\nparticipate in all of the employee benefit plans, programs, perquisites and\narrangements of the Company in effect during the Term that are generally\navailable to the President Worldwide Operations and other direct reports to the\nChief Executive Officer of the Company subject to, and on a basis consistent\nwith, the terms, conditions and overall administration of such plans, programs\nand arrangements as applied to the President Worldwide Operations and other\ndirect reports to the Chief Executive Officer.\n\n        (d) Business Expenses. During the Term, the Company shall reimburse the\nEmployee for all documented reasonable and customary business expenses incurred\nby the Employee in the performance of his duties under this Agreement and in\naccordance with the Company's policies regarding reimbursement of such expenses.\n\n        (e) Stock Options. Company hereby grants an incentive stock option\npursuant to the Company's stock option plan as amended October 4, 2000, to\npurchase 1,000,000 shares of the Company's common stock at an exercise price\nequal to the price of the Company's stock at the close of trading on October 18,\n2000 (the \"Option\"). The Option vests over four (4) years in accordance with the\nfollowing schedule: 200,000 options vest on October 18, 2001; 300,000 options\nvest on October 18, 2002; 250,000 options vest on October 18, 2003; and 250,000\nvest on October 18, 2004. The term of the Option shall be ten (10) years from\nthe date of the grant.\n\n     6. Most Favored Nation. During the Term, the Employee's compensation\n\"package\" including, but not limited to, Base Salary, Performance Bonus\nPayments, and stock options, will be, in each instance, at least as lucrative as\nthe compensation \"package\" provided to any other officer of Company except for\nthe one received by the Chief Executive Officer. This provision applies\nprospectively and does not apply to the \"packages\" already being received by any\nother officer of the company.\n\n     7. Termination\n\n        (a) Termination for Cause by Employer or Resignation Without Good Reason\nby Employee. If Employee's employment is terminated for Cause (as defined below)\nor if Employee resigns without Good Reason (as defined below), the Company shall\nonly be obligated to pay Employee his salary for work previously performed, a\npro rata portion of Employee's Performance Bonus Payment, reimbursement of all\noutstanding business expenses, and it shall handle Employee's stock option\nrights in accordance with the provisions of the Stock Option Agreement, attached\nhereto as Exhibit \"A.\" Additionally, Employee shall be eligible to continue any\nbenefits required pursuant to federal or state laws and regulations, including\nCOBRA.\n\n        (b) Termination Without Cause by Employer or Resignation With Good\nReason by Employee. If Employer terminates this Agreement without Cause (as\ndefined below) or if Employee resigns for Good Reason (as defined below),\nEmployee shall be entitled to receive two times his base pay and performance\nbonus. Finally, Employee shall be eligible to continuation of any benefits\nrequired pursuant to federal or state laws and regulations, including all COBRA.\n\n        (c) Termination Upon Death. If Employee's employment is terminated as a\nresult of his death, the Company shall pay to Employee's spouse and\/or estate\nEmployee's salary for work previously performed, a pro rata portion of\nEmployee's Performance Bonus Payment, and reimbursement of all outstanding\nbusiness expenses. The Company shall also provide Employee's spouse and\/or\nestate the rights available to\n\n\n\n   3\n\n\nthem by law or pursuant to the terms and conditions of the Company's benefit\nplans, and any and all health, life or other insurance policies. Additionally,\nCompany shall handle Employee's stock rights in accordance with the provisions\nof the Stock Option Agreement, attached hereto as Exhibit \"A.\"\n\n     8. Definitions.\n\n     \"Cause,\" as it relates to termination by the Company, shall mean Employee's\n(i) conviction for a felony and\/or any crime involving moral turpitude, (ii) act\nof fraud against, or the misappropriation of property belonging to the Company,\nand (iii) knowing and intentional breach in any material respect of the terms of\nthis Agreement and the failure to cure such breach within ten (10) days of\nwritten notice of such breach by the Company.\n\n     \"Good Reason,\" as it relates to resignation by the Employee, shall mean the\nCompany's (i) material breach of any provision of this Agreement and its failure\nto cure such breach within ten (10) days of written notice thereof; (ii) filing\nof a petition of bankruptcy or being adjudicated as bankrupt or insolvent, the\nmaking of an assignment for the benefit of creditors, any arrangement pursuant\nto any bankruptcy law, or if the Company discontinues its business or if a\nreceiver is appointed for the Company which is not discharged within thirty (30)\ndays thereafter; (iii) material diminution during the Term of the Employee's\nduties or responsibilities; (iv) change in Employee's current reporting\nrelationship to the Chief Executive Officer; or (v) requirement that Employee\nperform his services for the Company outside of Denver, Colorado, with the\nexception of normal business trips outside of Denver, Colorado.\n\n     9. Amendment. This Agreement may not be amended, waived, changed, modified\nor discharged except by an instrument in writing executed by or on behalf of the\nparty or parties against whom enforcement of such amendment, waiver, change,\nmodification or discharge is sought.\n\n     10. Authority. The Company hereby covenants and represents that the person\nexecuting this Agreement on its behalf has both the authority to execute this\nAgreement on behalf of the Company and to bind it to the obligations set forth\nherein.\n\n     11. Notices. All notices, requests, demands and other communications\nhereunder shall be in writing and shall be deemed to have been duly given if\ndelivered or mailed, by certified mail, return receipt requested, to the other\nparty at his or its last known address. The date of such delivery shall be the\ndate on which the notice, request or demand is actually received. All such\nnotices should be addressed as follows:\n\n         Qwest Communications International Inc.\n         [Withheld]\n\n         Stephen Jacobsen\n         [Withheld]\n\n     12. Assignability. Neither the Employee nor the Company may assign,\ntransfer, pledge or encumber its interest in this Agreement without the written\nconsent of the other party. Subject to the foregoing, this Agreement shall be\nbinding upon, and shall inure to the benefit of, the parties' assigns, heirs,\nexecutors, administrators and legal representatives.\n\n     13. Separability. In the event that any provision of this Agreement would\nbe held to be invalid, prohibited or unenforceable for any reason, such\nprovision shall be ineffective to the extent of such invalidity, prohibition or\nunenforceability, without invalidating the remaining provisions of this\nAgreement.\n\n\n   4\n\n\n     14. Integration. This Agreement supersedes all other employment agreements\nbetween the Company and Employee but does not affect any of Employees existing\nrights under any previous agreement including, but not limited to, any previous\nstock option grants that have been made to Employee.\n\n     15. Waiver. The failure of a party to insist upon strict adherence to any\nterm, condition or other provision of this Agreement shall not be considered a\nwaiver or deprive that party of the right thereafter to insist upon strict\nadherence to that term or any other term, condition or other provision of this\nAgreement.\n\n     16. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of Colorado.\n\n\n\n   5\n\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first above written.\n\n                                       QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n                                       By:\n                                           -----------------------------------\n                                           Name:\n                                                 -----------------------------\n                                           Title:\n                                                  ----------------------------\n\n\n                                       EMPLOYEE:\n\n\n                                       ---------------------------------------\n                                       Stephen Jacobsen\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-39509","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\/39509","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=39509"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39509"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39509"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39509"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}