{"id":39513,"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-services-corp-and-afshin-mohebbi.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-qwest-services-corp-and-afshin-mohebbi","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-qwest-services-corp-and-afshin-mohebbi.html","title":{"rendered":"Employment Agreement &#8211; Qwest Services Corp. and Afshin Mohebbi"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n\n         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the \"Agreement\") is\neffective as of January 1, 2002 (the \"Effective Date\"), by and between QWEST\nSERVICES CORPORATION, a Colorado corporation, having its principal executive\noffices in Denver, Colorado (the \"Company\"), and AFSHIN MOHEBBI (the\n\"Executive\").\n\n         WHEREAS, the Company and the Executive originally entered into an\nemployment agreement on May 20, 1999;\n\n         WHEREAS, the Company and the Executive amended their original\nemployment agreement by a letter agreement dated as of May 20, 2001;\n\n         WHEREAS, the Company and the Executive now desire to further amend and\nrestate the employment agreement as of the Effective Date;\n\n         NOW, THEREFORE, in consideration of the mutual promises and agreements\nset forth below, the Company and the Executive hereby amend and restate the\nterms of the employment agreement in its entirety as follows:\n\n         1. TERM OF EMPLOYMENT. Subject to the terms of this Agreement, the\nCompany hereby employs the Executive, and the Executive hereby accepts\nemployment as President and Chief Operating Officer for the period beginning the\nEffective Date, until terminated by either party in accordance with the terms of\nthis Agreement.\n\n         2. POSITION AND DUTIES.\n\n                  a. The Executive shall serve as President and Chief Operating\nOfficer of the Company and shall have such duties, responsibilities and\nauthority as are customarily required of and given to a President and Chief\nOperating Officer and such other duties and responsibilities commensurate with\nsuch position as the Chief Executive Officer or the Board of Directors (the\n\"Board\") of the Company shall determine from time to time.\n\n                  b. It is anticipated that the Executive will frequently attend\nboard meetings to make presentations and to observe the discussion.\n\n                  c. The Executive may (i) with the express authorization of the\nBoard, serve as a director or trustee of other for-profit corporations or\nbusinesses which are not in competition with the business of the Company, and\n(ii) serve on civic or charitable boards or committees.\n\n\n\n                                       1\n\n\n         3. COMPENSATION AND BENEFITS.\n\n                  a. SALARY. Beginning April 1, 2002, the Executive shall\nreceive for services rendered an annual base salary of Eight Hundred Fifty\nThousand Dollars ($850,000) (the \"Base Salary\") payable in periodic installments\nin accordance with the Company's payroll practices. The Board shall review the\nExecutive's salary at least annually and may increase (but not reduce) the\nExecutive's annual Base Salary in its sole discretion. The Executive's next\nreview shall be no later than January 1, 2003. Once increased, such Base Salary\nshall not be reduced. The Executive's Base Salary as so increased shall\nthereafter be treated as his Base Salary hereunder. Prior to April 1, 2002, the\nExecutive's base salary shall continue to be paid at its existing rate.\n\n                  b. ANNUAL BONUS. Beginning April 1, 2002, the Executive shall\nbe eligible to participate in the Company's quarterly bonus plan, and his target\nannual bonus shall be two hundred percent (200%) of his Base Salary. Prior to\nApril 1, 2002, the Executive's target bonus payment shall remain at its existing\nlevel.\n\n                  c. BENEFITS. The Executive shall be entitled to participate in\nall benefit plans now existing or established hereafter for senior executives\nand employees to the extent that the Executive is eligible under the general\nprovisions of such plans.\n\n                  d. VACATION. The Executive shall be entitled to be covered by\nQwest's time off with pay policy.\n\n                  e. TRAVEL, BUSINESS CLUB MEMBERSHIP AND EXPENSES. The Company\nshall reimburse the Executive all reasonable expenses incurred when performing\nhis duties and responsibilities in accordance with the Company's expense\nreimbursement policies and guidelines. The Company shall also reimburse the\nExecutive for reasonable attorneys' fees for negotiating and preparing any term\nsheets of employment at the Company and preparing and executing this Agreement\nand any future amendments.\n\n                  f. RELOCATION. Upon any termination of the Executive's\nemployment with the Company for any reason (other than by the Company for cause\nor by the Executive without Good Reason), the Company shall, at the Executive's\nrequest, pay all reasonable expenses incurred by the Executive in relocating to\nany location within the continental Unites States that the Executive may select,\nincluding moving expenses, costs of selling his home at the time of such\ntermination, expenses related to purchasing a home in the new location and\nrelated expenses; provided, however, such obligation shall terminate no later\nthan thirty (30) months after such termination.\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\nprovisions 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 senior\nofficer or employee of the Company against all liabilities and reasonable\nexpenses that may be incurred in any threatened, pending or completed action,\nsuit or proceeding, and shall pay for the reasonable expenses incurred by the\nExecutive in the defense of or participation in any proceeding to which the\nExecutive is a party because of his service to the\n\n\n\n                                       2\n\n\nCompany. The rights of the Executive under this indemnification provision shall\nsurvive the termination of employment.\n\n         4. TERMINATION.\n\n                  a. TERMINATION FOR CAUSE. The Company may immediately\nterminate this Agreement for \"cause\" by giving written notice to the Executive.\nAny one or more of the following events shall constitute \"cause\":\n\n                           (1) Willful misconduct with respect to the Company\nwhich is materially detrimental to the Company;\n\n                           (2) Conviction of (or pleading nolo contendere to) a\nfelony (other than (A) a traffic violation that is in most jurisdictions not\nclassified as a felony and (B) a felony resulting from vicarious (rather than\ndirect) liability arising out of his position as an officer of the Company);\n\n                           (3) Failure or refusal to attempt to follow the\nwritten direction of the Board within a reasonable period after receiving\nwritten notice; or\n\n                           (4) Gross continuous nonfeasance with regard to the\nExecutive's material duties, taken as a whole, which materially continue after a\nwritten notice thereof is given to the Executive.\n\n                  b. TERMINATION WITHOUT CAUSE. On sixty (60) days prior written\nnotice, the Company may terminate the Executive without \"cause\" (as defined in\nSection 4.a above); provided, however, that the Company shall pay all accrued\nsalary, bonus, vacation time, and benefits through the termination date. In\naddition, the Executive shall receive from the Company (i) an amount equal to\ntwo (2) times the sum of (A) his then annual Base Salary and (B) the target\nannual bonus for the fiscal year in which the Executive's employment terminates;\nand (ii) continuation of all existing employee benefits for a period of thirty\n(30) months from the termination date or, if earlier, until the Executive\nbecomes employed by another person or entity.\n\n         The Company shall have the right to terminate this Agreement without\ncause based on the death or permanent disability of the Executive provided that\nthe payments referred to in this Section 4.b are made to the Executive or his\nrepresentative.\n\n                  c. TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive\nmay terminate his employment for Good Reason upon written notice to the Company,\nand in such event, said employment termination shall be treated as termination\nby the Company for reasons other than good cause, and the Executive shall\nreceive the payments referred to in the proceeding Section 4.b. For purposes of\nthis Agreement, Good Reason shall mean:\n\n                           (1) A diminution of the Executive's titles, offices,\npositions or authority;\n\n\n\n                                       3\n\n\n                           (2) The assignment to the Executive of any duties\ninconsistent with the Executive's position, authority or material\nresponsibilities, or the removal of the Executive's authority or material\nresponsibilities;\n\n                           (3) The failure by the Company to timely make any\npayment due hereunder or to comply with any of the material provisions of this\nAgreement; or\n\n                           (4) The occurrence of a Change of Control of the\nCompany, as defined in the Qwest Equity Incentive Plan.\n\n         5. OFFSET. The Company shall have the right to offset against or deduct\nfrom any amounts payable to the Executive hereunder any amounts due and payable\nby the Executive to any of the Company and its affiliates (including, without\nlimitation, any amounts due and payable under any promissory notes), but only to\nthe extent the Executive does not dispute any such amounts in accordance with\nSection 9 hereof.\n\n         6. PROPRIETARY INFORMATION OBLIGATIONS. During the term of employment\nunder this Agreement, the Executive shall have access to and become acquainted\nwith the Company's confidential and proprietary information (collectively,\n\"Proprietary Information\"), including but not limited to information or plans\nconcerning the Company's business, customer and technical information and\nrecords. The Executive shall not disclose any of the Company's Proprietary\nInformation, directly or indirectly, or use it in any way, either during the\nterm of this Agreement or at any time thereafter, except as reasonably necessary\nin the course of his employment for the Company or is authorized in writing by\nthe Company, or to the extent required by applicable law, legal process or\njudicial order. All documents and records relating to the Company's business,\nwhether prepared by the Executive or otherwise, coming into his possession,\nshall remain the Company's exclusive property and shall be returned to the\nCompany on termination of employment.\n\n         7. NONCOMPETE; NONSOLICITATION; NONDISCLOSURE. The Executive\nacknowledges that he has signed The Noncompete, Nonsolicitation and\nNondisclosure Agreement attached as Exhibit A.\n\n         8. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure\nto the 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 the\nExecutive's employment with the Company or the terms and conditions to this\nAgreement, the dispute shall be submitted to binding arbitration under the\nemployment rules of the American Arbitration Association (\"AAA\") then in effect.\nThe arbitration shall take place in Santa Clara County, California and both the\nExecutive and the Company agree to submit to the jurisdiction of the arbitrator\nselected in accordance with the AAA rules and procedures. The arbitrator shall\ndecide all issues relating to arbitrability. The costs of such arbitration,\nincluding the arbitrator's fees, shall initially be split evenly between the\nparties to the arbitration. If the Executive prevails as to \n\n\n\n                                       4\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\nand interpretation of this Agreement shall be governed by the internal law, and\nnot the law of conflicts, of the State of California.\n\n         11. SEVERABILITY. If any term, provision or part of this Agreement is\nfound by a court to be invalid, illegal, or incapable of being enforced by any\nrule of law or public policy, all other terms, provisions and parts of this\nAgreement shall nevertheless remain in full force and effect as long as the\neconomic or legal substance of the transactions contemplated hereby is not\neffected in any manner materially adverse to any party.\n\n         12. CONSTRUCTION; REPRESENTATION. Each party has cooperated in the\ndrafting and preparation of this Agreement. Hence, in any construction to be\nmade of this Agreement, the same shall not be construed against any party on the\nbasis that the party was the drafter. 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         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\n\n                                       5\n\n\n         14. NOTICES. Any notices provided hereunder must be in writing and\nshall be deemed effective on the earlier of personal delivery (including\npersonal delivery by telecopy or private overnight carrier) or the third day\nafter mailing by first class mail to the recipient at the address indicated\nbelow:\n\n                  To the Company:       Executive Vice President\n                                        Human Resources\n                                        Qwest Communications International Inc.\n                                        1801 California Street\n                                        Denver, CO 80202\n\n                  To the Executive:     AFSHIN MOHEBBI\n                                        5256 Preserve Parkway South\n                                        Greenwood Village, CO 80121\n\n                  With a copy to:       Craig S. Ritchey, Esq.\n                                        Ritchey Fisher Whitman &amp; Klein\n                                        1717 Embarcadero Road\n                                        Palo Alto, CA 94303\n                                        Telephone: (650) 857-1717\n                                        Facsimile: (650) 857-1288\n\nor to such other address or to the attention of such other person as the\nrecipient party shall have specified by prior written notice to the sending\nparty.\n\n\n\n\n                                       6\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties now execute this Agreement, to be\neffective as the Effective Date.\n\n                                               QWEST SERVICES CORPORATION\n\n\n\n                                               By: \/s\/ Ian Ziskin\n                                                   -----------------------------\n                                                   Ian Ziskin\n                                                   Executive Vice President and\n                                                   Chief Human Resources Officer\n\n                                               EXECUTIVE:\n\n\n                                               \/s\/ Afshin Mohebbi\n                                               ---------------------------------\n                                               AFSHIN MOHEBBI\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT A\n\n           NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AND AGREEMENT\n\nAs used in this document, \"Qwest\" means Qwest Communications International Inc.\nand any successor, subsidiary, or affiliate of Qwest Communications\nInternational Inc.\n\nNoncompete. You will not, alone or with others, compete with Qwest anywhere in\nthe United States for thirty (30) months after your employment with Qwest ends\nfor any reason. You understand that this agreement not to compete means, among\nother things, that during this period you may not work for, own more than 2% of\nthe common stock of, advise, represent or assist in any other way any person or\nentity that competes with Qwest and\/or that sells goods or services similar to\nthose Qwest sells or, during your employment with Qwest, plans to sell. If a\ncourt determines that this provision is too broad, you and Qwest agree that the\ncourt should modify the provision to the extent (but not more than is) necessary\nto make the provision enforceable.\n\nNonsolicitation. You will not, alone or with others, solicit any employee of\nQwest to leave Qwest's employment for thirty (30) months after your employment\nwith Qwest ends for any reason. You understand that this agreement not to\nsolicit means, among other things, that you may not have any part in hiring\nanyone who is a Qwest employee, even if you are contacted by the Qwest employee\nfirst. For these purposes, employees of Qwest shall mean persons who are\nemployed by Qwest at any time during the six months ending on the last date of\nyour employment. If a court determines that this provision is too broad, you and\nQwest agree that the court should modify the provision to the extent (but not\nmore than is) necessary to make the provision enforceable.\n\nNondisclosure. You will not disclose or use any Confidential Information (as\ndefined below) of Qwest for thirty (30) months after your employment with Qwest\nends for any reason. You understand that this agreement not to disclose or use\nConfidential Information means, among other things, that you may not take or\nperform a job whose responsibilities would likely lead you to disclose or use\nConfidential Information. If a court determines that this provision is too\nbroad, you and Qwest agree that the court should modify the provision to the\nextent (but not more than is) necessary to make the provision enforceable.\n\"Confidential Information\" is any oral or written information not generally\nknown outside of Qwest, including without limitation, trade secrets,\nintellectual property, software and documentation, customer information\n(including, without limitation, customer lists), company policies, practices and\ncodes of conduct, internal analyses, analyses of competitive products,\nstrategies, merger and acquisition plans, marketing plans, corporate financial\ninformation, information related to negotiations with third parties, information\nprotected by Qwest's privileges (such as the attorney-client privilege),\ninternal audit reports, contracts and sales proposals, training materials,\nemployment records, performance evaluations, and other sensitive information.\nThis agreement does not relieve you of any obligations you have to Qwest under\nlaw.\n\nRemedies. You agree that in addition to any other remedy available to Qwest\npursuant to statute, common law, this agreement or otherwise, and\nnotwithstanding any existing or future agreement regarding alternative dispute\nresolution that you enter into now or in the future, Qwest may ask a \n\n\n\n                                       A-1\n\n\ncourt to enforce the above noncompete, nonsolicitation, and\/or nondisclosure\nprovisions, in addition to seeking any other available remedy. In particular,\nyou agree that notwithstanding any present or future arbitration agreement,\nQwest may seek injunctive relief from a court to enforce the noncompetition,\nnonsolicitation, and\/or nondisclosure obligations described above pending any\ndecision on the merits by an arbitrator. You agree that these provisions\npermitting Qwest to seek court enforcement, including injunctive relief, may not\nbe superceded by any agreement except one that specifically references this\nparagraph and is signed by the parties to this agreement. You agree that these\nremedies provisions supercede all prior inconsistent agreements into which you\nhave entered.\n\n\n\n\n                                       A-2\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-39513","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\/39513","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=39513"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39513"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39513"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39513"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}