{"id":39571,"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-sp-telecom-and-robert-s-woodruff.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-sp-telecom-and-robert-s-woodruff","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-sp-telecom-and-robert-s-woodruff.html","title":{"rendered":"Employment Agreement &#8211; SP Telecom and Robert S. Woodruff"},"content":{"rendered":"<pre>\n[SP Telecom Letterhead]\n\n\n\nJuly 15, 1994\n\n\nMr. Robert S. Woodruff\n542 Adams Street\nDenver, CO  80206\n\nRe:  Executive Vice President Finance &amp; Chief Financial Officer\n\nDear Bob:\n\nThis letter formalizes the agreement under which you will join SP\nTelecom as its Executive Vice President Finance and Chief Financial\nOfficer.  It is a complete statement of our agreement and it\nsupersedes all prior documents and discussion between us:\n\n1.  DUTIES.  You will report to me and your duties will change at my\nelection from time to time, but they generally shall include\nmonitoring the financial viability of the company and keeping me\ninformed of any changes thereto.  In addition, you will prepare and\nmaintain all financial reports of the company, including performing\nthe duties of the treasurer.  You will be responsible for all banking\nrelationships.  In the event external funding is required, you will be\nresponsible for finding the sources for those funds.  You will be a\nmember of the senior executive team and you will be expected to\nprovide financial advice and guidance on the strategies and business\ntransactions contemplated by the company.  You will perform your\nduties in accordance with the obligations of a common law employee and\nofficer of the company within applicable ethical standards.\n\n2.  TERM; COMPENSATION.  The term of your employment shall commence\nwhen you report to work.  Your report date will be as soon as\npossible, consistent with your obligations to your current employer,\nbut in no event shall it be later than August 8, 1994, without my\napproval.  Your annual base salary will be $165,000 paid monthly\nprorated daily in the first month.  You will be eligible to\nparticipate in the company's bonus plan with a bonus payout potential\nof up to 30% of base salary paid in 1994, in accordance with the terms\nof the plan.  Your future compensation will be subject to increases at\nthe company's discretion.\n\n3.  GROWTH SHARE PLAN.  The company plans to adopt a growth share plan\nwhich will provide a very real monetary stake in the future economic\nsuccess of the company.  Your participation will be based on parent\ncompany performance and you will participate in the plan at your peer\ngroup level.\n\n4.  VACATION.  You will receive 10 vacation days in accordance with\ncompany policy, a copy of which you have reviewed.\n\n5.  SEVERANCE PAY.  In the event your employment is terminated for\nreasons other than willful misconduct during the first twenty-four\nmonths of employment, you shall receive either a lump sum payment\nequal to six (6) month's pay at your then current rate or payment in\naccordance with the company's severance policy, at your election. \nThereafter, severance pay shall be in accordance with the company's\nthen existing policy.\n\n6.  BENEFITS.  You will be entitled to participate in the company's\nother benefit plans such as Medical\/Dental, Life Insurance, Accidental\nDeath and Dismemberment, Short-term and Long-term Disability, Sick\nLeave and 401(k) in accordance with their terms and conditions.\n\n7.  MISCELLANEOUS.  This Agreement shall be construed and enforced in\naccordance with the laws of the State of Colorado without giving\neffect to its principles with respect to choice of law.  As used\nthroughout this Agreement, the term 'company' shall be deemed to refer\nto SP Telecom Company.\n\nIf you agree this letter sets forth our entire understanding and\nagreement regarding your future employment with the company, please\nexecute two duplicate originals and return one fully executed copy to\nme.\n\nBob, we look forward to the commencement of your employment with SP\nTelecom and are genuinely and sincerely excited about our future.\n\nSincerely,\n\n\/s\/\n\nDouglas H. Hanson\nPresident\n\n\n\nACCEPTED AND AGREED:                 DATE:\n\n\n__\/s\/ Robert S. Woodruff_           __7-15-94________________\n\n                            PROMISSORY NOTE\n\n\nNovember 20, 1996                                          $100,000.00\n\n\n\nFOR VALUE RECEIVED, Robert S. Woodruff ('Maker') promises to pay to\nQwest Communications Corporation, a Delaware corporation ('Payee'),\nthe principal sum of One Hundred Thousand Dollars ($100,000.00),\nwithout interest.\n\nThe amount due hereunder shall be repayable to Payee as follows:\n\n1.  Subject to provisions of Paragraph 2 below, the outstanding\nprincipal balance shall be automatically reduced by $2,083.33 on\nDecember 1, 1996, and further reduced in $2,083.33 increments\nthereafter on the 1st day of each successive month until and including\nNovember 1, 2000, upon which date no principal balance shall remain.\n\n2.  Payee shall have the right to declare all the unforgiven\noutstanding principal balance under this Note due and payable within\nforty-five (45) days upon, and only upon, either of the following\noccurrences:\n\n    a.  Maker voluntarily terminates his employment with Payee; or\n    b.  Payee lawfully terminates Maker's employment due to Maker's\nwillful misconduct.\n\n3.  In the event Maker's employment with Payee is terminated for any\nreason not listed in Paragraph 2, above, including, without\nlimitation, death or disability, the then outstanding balance shall be\nautomatically forgiven.\n\nIn any and all events, unless sooner forgiven or called for payment as\nprovided herein, the entire principal balance shall be forgiven and\ndeemed paid on November 1, 2000.\n\nAll payments shall be made to Payee, in lawful money of the United\nStates, at 555 17th Street, Suite 1000, Denver, Colorado 80202, or\nsuch address as may be specified in writing by Payee.\n\nNo delay or failure by the holder hereof in exercising any right,\npower, privilege or remedy hereunder shall affect such right, power,\nprivilege or remedy or be deemed to be a waiver of the same.  Nor\nshall any single or partial exercise thereof or any failure to\nexercise the same in any instance preclude any further or future\nexercise thereof or any other right, power, privilege or remedy.  The\nrights and privileges provided for hereunder are cumulative and not\nexclusive.\n\nMaker, for himself, his endorsers, sureties and any guarantors, hereby\nwaives demand, presentment, protest, notice of dishonor or nonpayment,\nnotice of protest, and any and all delays or lack of diligence in\ncollection hereof and assents to each and any extension or\npostponement of the time of payment at or after maturity, or other\nindulgence, and to any substitution, addition, exchange or release of\nany collateral securing this Note or the release of any party directly\nor indirectly liable for payment hereof.\n\nThis Note may not be assigned by either party.\n\nThis Note shall be governed by the laws of the State of Colorado.\n\nIN WITNESS WHEREOF, Maker has caused this Note to be duly executed on\nthe date first above written.\n\n\n                                     ________\/s\/______________________\n                                     Robert S. Woodruff\n\n                         Qwest Communications\n\n\n                                                         R.S. Woodruff\n                                    Executive Vice President - Finance\n                                           and Chief Financial Officer\n                                            Telephone:  (303) 291-1440\n                                                  Fax:  (303) 291-1724\n\n\n                              MEMORANDUM\n\n\nTo:    P.F. Anschutz               Date::     November 19, 1996\n\nFrom:  Bob Woodruff                Subject:   Severance Agreement\n\n\n\n\nAs follow-up to our previous discussions, I would like to document our\nunderstanding with regard to severance pay that will be available to\nme in the event my employment with Qwest Communications Corporation\nshould terminate other than under certain circumstances.  My\nunderstanding of our agreement is that if my employment with Qwest\nCommunications Corporation is terminated for reasons other than\nwillful misconduct, I shall receive either a lump sum payment equal to\none years compensation at my then current rate or payment in\naccordance with the Company's severance policy in place at that time,\nat my election.\n\nPlease sign below indicating your concurrence that this is the\nseverance benefit your are making available to me.  Thank you.\n\nRSW\/pj\n\n\n\n\nConcur:_______\/s\/________________\n       P.F. Anschutz\n\nDate:________12-1-96_____________\n\n\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-39571","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\/39571","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=39571"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39571"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39571"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39571"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}