Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Equity Grant
On November 5, 2014, the Compensation Committee (the “Committee”) of the Board
of Directors of Sprint Corporation (the “Company”) approved the terms and
conditions of an award of stock options for officers and other eligible
employees of the Company (excluding Marcelo Claure, the Company’s Chief
Executive Officer).
The number of options to be awarded will be based on the Black-Scholes method of
valuation and 1.5 times 33.3 percent generally of the value of each
participant’s May 2014 long-term incentive opportunity (which included a 25%
increase). The exercise price will be closing price of the Company’s common
stock on the grant date, which is anticipated to be prior to mid-December 2014,
and the awards will vest ratably in three equal portions on each of the first,
second, and third anniversaries of the grant date.
For this award, Mr. Euteneuer’s target opportunity is $2,185,313, Mr. Draper’s
target opportunity is $530,719, and Mr. Johnson’s target opportunity is
$1,248,750.
The stock options are expected to be granted pursuant to the Company’s 2007
Omnibus Incentive Plan.
Other Compensation Matters
On November 5, 2014, the Committee also approved an amendment to the Employment
Agreement between and Sprint Nextel Corporation, now known as Sprint
Communications, Inc. and Joseph J. Euteneuer, the Company’s Chief Financial
Officer, dated December 20, 2010 and amended on November 20, 2012 and November
11, 2013 (the “Euteneuer Agreement”), to extend the period of time to receive
his approved relocation benefits from November 5, 2014 to November 5, 2015. In
all other respects, the Euteneuer Agreement remains the same.
The Committee also approved an interim living allowance of $50,000 per year, on
a tax protected basis and payable monthly, for Robert L. Johnson, the Company’s
Chief Experience Officer (formerly our President, Retail, Chief Service and IT
Officer) up until he relocates to the Overland Park area or his earlier
termination of employment. The Committee further approved Mr. Johnson’s ability,
conditioned on his continued employment through December, 2017 and his waiver of
any 2017 long-term incentive compensation award, to resign effective January
2018 with 30 days’ written notice and receive the severance benefits provided
under his employment agreement, dated December 31, 2008.
On November 10, 2014, the Company also entered into an amendment (the
“Amendment”) to the Employment Agreement with Marcelo Claure, the Company’s
Chief Executive Officer, dated August 5, 2014, and effective as of August 11,
2014 (the “Claure Agreement”), to modify, at no additional cost to the Company,
his Company-paid personal travel benefits and to specify the manner in which the
amounts he reimburses the Company for such personal travel costs are calculated.
In all other respects, the Claure Agreement remains the same. The foregoing
summary of the material terms of the Amendment is qualified in its entirety by
the full terms of the Amendment, a copy of which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
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