T-MOBILE US, INC. (NASDAQ:TMUSP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On March28, 2017, T-Mobile US, Inc. (the Company) entered into an
amended and restated employment agreement (the Employment
Agreement) with John Legere, which will become effective as of
April1, 2017, to which Mr.Legere will continue to serve as the
Companys Chief Executive Officer. The Employment Agreement
supersedes and replaces the prior employment agreement between
the Company and Mr.Legere, dated as of September22, 2012, as
amended.
to the Employment Agreement, Mr.Legere is entitled to (i)an
annual base salary equal to $1,666,667, effective as April1,
2017, (ii) commencing with fiscal year 2017, an annual short-term
incentive targeted at no less than $3,333,333 (with a maximum
award equal to 200% of target), payable based on the attainment
of pre-established performance goals, and (iii)employee benefits
to the same extent and on the same terms as such benefits are
provided generally by the Company to its senior executives. On
April1, 2017, Mr.Legere will be granted a one-time award of
performance-based restricted stock units under the Companys 2013
Omnibus Incentive Plan (as amended, the Plan), with respect to a
number of shares of Company common stock equal to $3,000,000
divided by the average closing price of the Companys common stock
for the 30 calendar day-period ending five business days prior to
February25, 2017, rounded up to the nearest whole share (the
True-Up PRSUs). The True-Up PRSUs will be subject to the same
vesting schedule and other terms and conditions (including,
without limitation, performance goals) applicable to the award of
performance-based restricted stock units (PRSUs) granted to
Mr.Legere under the Plan on February25, 2017.
to the Employment Agreement, commencing with calendar year 2018,
Mr.Legere will be entitled to annual long-term incentive awards
with a target grant-date value equal to $15,000,000, which will
be allocated as follows: (i) $3,000,000 of such value will be
granted in the form of PRSUs (the Incremental PRSUs); and
(ii)with respect to the remaining $12,000,000 of such value, (a)
$4,000,000 will be granted in the form of time-based restricted
stock units and (b) $8,000,000 will be granted in the form of
PRSUs.
The Employment Agreement provides that if Mr.Legeres employment
is terminated by the Company other than for cause (as defined in
the Employment Agreement), by Mr.Legere for good reason (as
defined in the Employment Agreement), or due to the Companys
non-renewal of the Employment Agreement (each, a qualifying
termination), then, subject to his timely execution and
non-revocation of a release, he will be entitled to receive:
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a lump-sum payment equal to two times the sum of (i)his then-current annual base salary plus (ii)his then-current target short-term incentive; |
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any earned, unpaid short term incentive for the last completed fiscal year of the Company preceding the termination date (a Prior Year STI); |
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a pro rata short-term incentive for the fiscal year in which the qualifying termination occurs (a Pro Rata STI), based on actual performance results for such year or, if such termination occurs on or within 24 months after a change in control (as defined in the Plan), based on target performance for such year; and |
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with respect to Mr.Legeres then-outstanding long-term incentive awards (each, an LTI Award), and notwithstanding anything to the contrary in the applicable award agreement(s): |
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full vesting of time-based LTI Awards (including any time-based restricted stock units); and |
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performance-vesting LTI Awards (including any PRSUs) will become vested and earned as of the date of such qualifying termination based on actual performance through the termination date, or, if such qualifying termination occurs on or within 12 months after a change in control, based on the greater of target or actual performance through the change in control. |
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Notwithstanding the foregoing, with respect to the True-Up PRSUs and Incremental PRSUs, the accelerated vesting described above will be subject to Mr.Legeres satisfactory participation and cooperation in, and assistance with, succession planning (including his satisfactory and orderly transition of duties and responsibilities to his successor) after any notice of qualifying termination or non-renewal is provided until the termination date, with such determination to be made by the Section16 Subcommittee of the Compensation Committee of the Companys Board of Directors in its good faith sole discretion. |
The Employment Agreement further provides that if Mr.Legeres
employment is terminated due to his death or disability, he will
be entitled to receive the following:
| any Prior Year STI; |
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a Pro Rata STI, based on target performance results for the fiscal year in which such termination occurs; and |
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the vesting of any LTI Award or other equity award granted under the Plan will be governed by the terms of the Plan and the applicable award agreement, which terms shall be no less favorable than those applicable to all other executive-level employees of the Company. |
To the extent that any payment or benefit received by Mr.Legere
to the Employment Agreement or otherwise would be subject to an
excise tax under Internal Revenue Code Section4999, such payments
and/or benefits will be subject to a best pay cap reduction if
such reduction would result in a greater net after-tax benefit to
Mr.Legere than receiving the full amount of such payments.
The Employment Agreement also provides that the Company will
reimburse Mr.Legere for up to $25,000 in legal fees incurred by
him in connection with the Employment Agreement and any ancillary
agreements.
The foregoing description of the Employment Agreement with
Mr.Legere is qualified in its entirety by the full text of the
Employment Agreement, a copy of which will be subsequently filed
with the Securities and Exchange Commission.
T-MOBILE US, INC. (NASDAQ:TMUSP) Recent Trading Information
T-MOBILE US, INC. (NASDAQ:TMUSP) closed its last trading session up +0.20 at 104.73 with shares trading hands.
