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Exhibit
10.2
[EMBARQ CORPORATION
LETTERHEAD]
December 17, 2007
Daniel R. Hesse
[ADDRESS]
| Re: |
Voluntary Termination of Employment |
Dear Dan:
The purpose of this letter is to confirm
our mutual understanding of the consequences of your resignation,
as of December 17, 2007 (the “Resignation Date”),
from Embarq Corporation (the “Company”), both as an
employee and as a member of the Board of Directors, to accept
employment with Sprint Nextel Corporation (“Sprint
Nextel”).
Specifically, because your resignation
is a voluntary termination of employment with the Company, the
following occurs:
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1. |
Pursuant to the terms of your employment agreement with the
Company, dated June 7, 2005 (the “Employment
Agreement”), upon your voluntary termination, you will be
entitled to receive (A) on or before December 28, 2007 a
lump sum, in cash, equal to your earned but unpaid Base Salary (as
defined in your Employment Agreement) and any other earned but
unpaid cash entitlements for the period through and including the
Resignation Date, including un-reimbursed documented business
expenses and accrued paid time off and (B) any other benefits
you have earned, and as to which you have a continued right, for
the period through and including the Resignation Date under any
other employee benefit plans, policies, practices, programs and
arrangements maintained by the Company, in accordance with their
terms. The Company will identify these in a schedule to be provided
to you within 2 days of execution (the “Schedule”). In
addition, you will be entitled to exercise stock options which have
vested prior to the Resignation Date, as set forth in Attachment A
hereto, for a period of 90 days following the Resignation
Date. |
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2. |
You have the right to continue your medical and dental
coverage, as required by the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”). In order to receive COBRA
coverage, you must comply with the COBRA continuation provisions of
your medical and dental insurance plan. In particular, you must
deliver a notice of your election to continue medical coverage (or
medical and dental coverage) under COBRA within 60 days of your
Resignation Date. A COBRA notification and election form will be
sent to you separately. |
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3. |
All unvested equity that you hold, including stock options and
restricted stock units, will be forfeited as of the Resignation
Date. |
Daniel R. Hesse
December 17,
2007
Page 2 of 4
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4. |
On May 22, 2007, 15,376 restricted stock units vested and
were delivered to you as unrestricted shares of Embarq common
stock. These shares are not subject to any forfeiture
provision. |
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5. |
You will not be entitled to receive any portion of your target
bonus for 2007 under the Company’s Short Term Incentive
Plan. |
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6. |
You are not entitled to any payments, benefits, severance
payments or other compensation beyond that expressly provided
herein. |
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7. |
The restrictive covenants found in Section 6.15, and the
enforcement provisions of Section& |
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