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 February17, 2017, T-Mobile US, Inc. (the Company) entered into
an amended compensation term sheet (the Term Sheet) with G.
Michael Sievert, to which Mr.Sievert will continue to serve as
the Companys Chief Operating Officer. The Term Sheet supersedes
and replaces the prior compensation term sheet between the
Company and Mr.Sievert, dated as of February17, 2015.
to the Term Sheet, effective as of January1, 2017, Mr.Sievert is
entitled to (i)an annual base salary equal to $950,000, (ii) an
annual short-term incentive targeted at 200% of his base salary,
payable based on the attainment of pre-established performance
goals, and (iii)annual long-term incentive awards with a target
grant-date value equal to $7,125,000. Mr.Sievert will also
generally be eligible to receive any employee benefits that are
provided broadly to executives at his level in the future (except
as would result in a duplication of benefits).
In connection with entering into the Term Sheet, Mr.Sievert will
be granted a one-time special equity award (the Special Award)
under the Companys 2013 Omnibus Incentive Plan (the Plan), with
an aggregate grant date value equal to $7,125,000. Fifty percent
(50%) of the aggregate value of the Special Award will be granted
in the form of time-based restricted stock units (RSUs) and the
remaining fifty percent (50%) of the aggregate value of the
Special Award will be granted in the form of performance-based
restricted stock units (PRSUs) which will vest based on the
Companys achievement of relative total shareholder return goals
during the applicable performance period. The RSUs and PRSUs will
cliff-vest on the second anniversary of the applicable grant
date, subject to Mr.Sieverts continued service through the
applicable vesting date and, with respect to the PRSUs, subject
to the attainment of the applicable relative total shareholder
return performance goals.
The Term Sheet provides that if Mr.Sieverts employment is
terminated by the Company other than for cause or if he is
constructively discharged (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; and |
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with respect to Mr.Sieverts then-outstanding long-term incentive awards (each, an LTI Award), unless the applicable award agreement provides for more favorable treatment: |
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for time-based LTI Awards, Mr.Sievert will vest in that portion of the award that would otherwise vest on the next scheduled vesting date following such qualifying termination; and |
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pro-rata vesting of any performance-vesting LTI Awards at the end of the applicable performance period (based on actual performance during the applicable performance period and the length of Mr.Sieverts employment during the applicable performance period). |
The severance benefits described above will be offset by any
amounts payable to Mr.Sievert under any other severance program
maintained by the Company.
The Term Sheet further provides that if Mr.Sieverts 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 the greater of target or actual 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. |
In addition, to the extent that any payment or benefit received
by Mr.Sievert to the Term Sheet 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.Sievert than receiving the full amount of such payments.
The Term Sheet also provides that the Company will reimburse
Mr.Sievert for up to $25,000 in legal fees incurred by him in
connection with the Term Sheet.
The foregoing description of the Term Sheet with Mr.Sievert is
qualified in its entirety by the full text of the Term Sheet, 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 +0.34 at 102.17 with shares trading hands.
