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EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of June 28, 2004 is entered
into
between Clearwire Corporation, a Delaware corporation, (the
"Company"), and
Perry Satterlee ("Executive").
WHEREAS, the Company desires to employ Executive and to enter into
an
agreement embodying the terms of such employment (the "Agreement"),
and
Executive desires to accept such employment and enter into this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained,
the Company and Executive, intending to be legally bound, hereby
agree as
follows:
1. Employment.
(a) Agreement to Employ. Commencing on or before July 12, 2004
and
upon the terms and subject to the conditions hereof the Company
shall employ
Executive as Vice President and Chief Operating Officer of the
Company until the
Expiration Date (as defined in Section l(b)), any date to which
this Agreement
shall have been extended pursuant to section l(b) or any earlier
termination of
this Agreement pursuant to the provisions hereof. Executive's
office shall be
located in the Seattle/Kirkland, Washington metropolitan area.
During the term
of his employment hereunder, Executive will devote substantially
all of his
business time to the performance of his duties hereunder.
(b) Employment Period. Unless earlier terminated pursuant to
the
provisions hereof, the initial term of Executive's employment with
the Company
shall be for a period of one year commencing on the date of this
Agreement and
continuing until the first anniversary hereof (the "Expiration
Date"). The term
of this Agreement shall automatically extend for successive
one-year terms
commencing on the Expiration Date unless Executive or the Company's
Chief
Executive Officer or board of directors provides written notice to
the other
party at least thirty (30) calendar days prior to the end of the
then current
term indicating that the party giving notice does not wish to
extend the
Agreement. In such event, the Agreement shall terminate at the end
of the then
current term.
2. Responsibility. Executive shall be responsible for the
establishment,
maintenance and operation of the Company's broadband wireless
network, and all
strategic marketing, customer care, and fulfillment functions at
the Company and
for such other duties commensurate with his position that may be
assigned from
time to time by the Company's board of directors or the Company's
chief
executive officer (to the extent not inconsistent with the duties
assigned to
him by the board of directors). Executive shall report directly to
the chief
executive officer and shall be subject to his supervision and the
overall
supervision of the board of directors.
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3. Compensation and Benefits.
(a) Salary, Bonus and Benefits.
(i) The Company shall pay Executive a base salary in the
annual amount of $350,000 payable bi-weekly or in such other manner
as is
consistent with the Company's normal payroll practices.
(ii) The Company shall (subject to the review and approval by
the compensation committee of the board of directors) establish a
performance
based program pursuant to which Executive shall receive, if
performance targets
are met, an additional annual cash payment of up to fifty percent
(50%) of
Executive's then current base salary paid during the preceding
twelve months (or
such higher amount as the compensation committee may approve,
provided that the
compensation committee will, upon the request of the Executive,
review the
foregoing target bonus on or about the first anniversary of the
effective date
of this agreement and determine whether, based on the performance
of the Company
and Executive, and the bonus structure applicable to other senior
executives of
the Company, the target bonus should be increased).
(iii) As a further inducement to Executive to enter into this
Agreement, subject to approval of the compensation committee of the
board of
directors, the Company shall grant to Executive (A) 1,000,000
restricted shares
(the "Restricted Shares") of the Company's Class A common stock,
subject to
annual vesting at a rate of 50% of such grant upon each anniversary
of the date
of this Agreement provided that Executive remains employed with the
Company as
of such anniversary, and (B) an option to purchase 1,000,000 shares
of the
Company's Class A common stock at a price of $2.00 per share
pursuant to the
Company's 2003 Employee Stock Option Plan, subject to annual
vesting at a rate
of 25% of such grant upon each anniversary of the date of this
Agreement
provided that Executive remains employed with the Company as of
such
anniversary. Executive shall also be paid on April 10, 2005 an
amount equal to
Executive's tax liability associated with the grant identified in
(A) above
resulting from making a Section 83(b) election, as such amount is
reasonably
determined by the Company or as finally determined by the Internal
Revenue
Service. Such payment shall be grossed-up to fully take into
account the tax
effect of the payment (including the gross-up) to the Executive. In
the event
that Executive's employment is terminated without "Cause" or for
"Good Reason,"
or by reason of his death or disability, all unvested Restricted
Shares shall
vest immediately. In the event that Executive's employment is
terminated for
"Good Reason," or by reason of his death or disability, any
unvested options
that would otherwise have vested in the ensuing twelve (12) months
shall vest
immediately. In the event that Executive terminates his employment
with the
Company without "Good Reason," prior to the second anniversary
hereof, all
Restricted Shares, whether vested or unvested, shall be
cancelled.
(iv) The Company shall offer to Executive a benefits package
equivalent to that provided to the Company's other employees and
senior-level
executives (including, without limitation, participation in the
Company's
medical, dental, vision, life and disability insurance
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programs, the Company's 401(k) plan, the Company's stock purchase
program (if
and when such program is implemented), and such other plans or
programs as may
be made available)
(v) For so long as this Agreement is renewed, the compensation
committee of the board of directors shall each year on or before
the anniversary
date of this Agreement review the Executive's base salary and bonus
payment in
light of the performance of Executive and the Company, and may
increase (but not
decrease) such base salary and bonus payment by an amount it
determines to be
appropriate.
(b) Expenses. Executive shall maintain his own automobile and
shall
carry liability insurance in the minimum amount of $300,000. The
Company shall
reimburse Executive monthly for business use of his automobile at
the prevailing
IRS rate per mile. Executive shall also be reimbursed monthly for
all other
reasonable out-of-pocket expenses incurred or paid by Executive
while
representing the Company or conducting Company business. Executive
shall be
responsible for maintaining records reasonably satisfactory to
support all
claimed business usage of his automobile and to substantiate all
out-of-pocket
expenses incurred for which reimbursement is sought and shall
furnish such
records to the Company in accordance with its policies.
(c) Vacation. Executive shall be entitled to 15 vacation days
each
calendar year, any or all of which may be carried over into a new
calendar year,
for a maximum accrual of 30 days. Executive shall also be entitled
to any paid
or unpaid holidays provided by the Company in accordance with its
generally
applicable personnel policies. Upon termination of Executive's
services under
this Agreement, Executive will be paid for unused and accrued
vacation time
earned through the last completed day of service.
(d) Indemnification. The Company shall indemnify and hold
Executive
harmless in accordance with the terms of the Company's certificate
of
incorporation and bylaws, in each case as in effect on the date
hereof.
(e) D&O Insurance. The Company shall maintain directors and
officers' liability insurance coverage covering Executive in
amounts customary
for similarly situated companies in the telecommunications industry
and with
reputable insurers. All such policies shall provide for coverage to
Executive on
the same terms and conditions applicable to the coverage provided
under such
policies to the Company's other directors and officers.
4. Nondisclosure of Proprietary and Confidential Information.
(a) Confidential Information. Executive agrees to refrain
(whether
during or after his employment with the Company) from disclosing or
using,
except as permitted by this Agreement or otherwise authorized by
the Company's
board of directors, any secrets or confidential information with
respect to the
Company or any of the Company's direct or indirect wholly owned
subsidiaries
(collectively the "Covered Entities"), including without limitation
its trade
secrets, patents, affairs, business plans, strategic, commercial or
financial
information other than information that is or becomes publicly
available through
no fault of Executive (the
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"Confidential Information"). Confidential Information may be used
solely for the
benefit of the Company, and Executive shall not make any other use
of such
information. Executive agrees that all materials relating to the
business of any
Covered Entity that are provided or made available to Executive, or
created by
Executive, during the course of Executive's services to the Company
shall be and
remain the property of the Company and/or the applicable Covered
Entity (subject
to the terms of any separate agreement between the Company and/or
the affected
Covered Entity), whether or not such materials constitute or
contain
Confidential Information, and all copies of such materials shall be
returned to
the Company immediately upon the termination of Executive's
services to the
Company. In the event that the Company notifies the Executive that
it has
entered into a confidentiality agreement with a Covered Entity or
with any
affiliate of the Company with respect to confidential information
provided to
the Company, the Executive shall comply with such reasonable
obligations
thereunder as are applicable to the Executive.
(b) Innovations; Inventions. Executive hereby sells, transfers
and
assigns to the Company all right, title and interest of Executive
in and to any
and all inventions, ideas, disclosures and improvements of any kind
or nature
whatsoever, whether patented or unpatented, and any and all
copyrightable
materials, in either case whether made or conceived in whole or in
part by
Executive alone or together with others during the initial term of
this
Agreement or any renewal term, that (i) relate to any methods,
designs,
products, processes, apparatus, service or devices sold, leased
used or under
construction or development by the Company or the Covered Entities,
(ii) relate
to the business, functions or operations of the Company or the
Covered Entities,
or (iii) arise from, in whole or in part, the efforts of Executive
on behalf of
the Company. Executive will communicate and disclose to the Company
promptly all
information, data and details pertaining to any inventions, ideas,
disclosures
and improvements described above, in such form or format as the
Company may
reasonably request. During the term of this Agreement or any
renewal term and
thereafter, Executive will execute, acknowledge or deliver to the
Company (at
the Company's expense) such formal transfers and assignments and
such other
papers and documents as may be required of E
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