Form 8-K SPRINT Corp For: Nov 06
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 6, 2015
Sprint Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-04721 | 46-1170005 |
(State of Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6200 Sprint Parkway
Overland Park, Kansas 66251
(Address of Principal Executive Offices, Including Zip Code)
(855) 848-3280
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 | Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Employment Agreement
On November 6, 2015 (the “Amendment Effective Date”), Sprint Nextel Corporation, now known as Sprint Communications, Inc. (the “Company”), entered into a Fourth Amendment (the “Amendment”) to that certain Employment Agreement by and between the Company and Joseph J. Euteneuer, Senior Financial Advisor and former Chief Financial Officer, dated as of December 20, 2010 and amended on November 20, 2012, November 11, 2013, and November 14, 2014 (the “Agreement”). The Amendment amends the Agreement and restricted stock unit award agreements for grants on July 24, 2013, May 20, 2014, and May 20, 2015 (the “RSU Award Agreements”) to provide that, for purposes of calculation of pro rata payouts under the Company’s short-term incentive plan and the awards under the RSU Award Agreements, Mr. Euteneuer will be treated as if his last day of employment with the Company was October 31, 2015, rather than his actual last day which will be December 9, 2015. In addition, the Amendment provides that Mr. Euteneuer will no longer receive vacation accruals under the Company’s Paid Time Off policy, effective as of October 31.
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.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this report:
Exhibit No. | Description | |
10.1 | Fourth Amendment to Employment Agreement, effective November 6, 2015 by and between Sprint Nextel Corporation, now known as Sprint Communications, Inc. and Joseph Euteneuer | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 11, 2015 | Sprint Corporation |
By: /s/ Timothy P. O’Grady Timothy P. O’Grady, Vice President and Corporate Secretary | |
Exhibit 10.1
FOURTH AMENDMENT
TO EMPLOYMENT AGREEMENT
This Fourth Amendment (the “Amendment”) to that certain Employment Agreement by and between Sprint Nextel Corporation, now known as Sprint Communications, Inc. (the “Company”), and Joseph J. Euteneuer made and entered into as of December 20, 2010 and amended on November 20, 2012, November 11, 2013, and November 14, 2014 (the “Agreement”), is made and entered into November 6, 2015 (the “Amendment Effective Date”). Certain capitalized term shall have the meaning ascribed to them in the Agreement.
WHEREAS, the Company and the Executive desire to amend the Agreement, and restricted stock unit award agreements for grants on July 24, 2013, May 20, 2014, and May 20, 2015 (the “RSU Award Agreements”), to provide that, for purposes of calculation of pro rata payouts under short-term incentive plan and the awards under the RSU Award Agreements, Mr. Euteneuer will be treated as if his last day of employment with the Company was October 31, 2015, rather than his actual last day which will be December 9, 2015.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive hereby amend the Agreement as of the Amendment Effective Date as follows:
1. | Section 7 shall be modified to cease vacation accruals under the Company’s Paid Time Off policy effective October 31, 2015. |
2. | Section 9(b)(ii)(A) shall be modified by providing for pro rata payment of the Bonus Award for the portion of the current fiscal year prior to November 1, 2015, rather than the date of termination of his employment as currently is provided in his Agreement; |
3. | The pro rata portion of the amounts accelerated under the RSU Award Agreements will be calculated as if October 31, 2015 was the date of termination of Mr. Euteneuer’s employment. |
In all other respects, the terms, conditions and provisions of the Agreement and the RSU Award Agreements shall remain the same.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Amendment, effective as of the day and year first written above.
SPRINT COMMUNICATIONS, INC. /s/ Sandra J. Price____________ By: Sandra J. Price | EXECUTIVE /s/ Joseph J. Euteneuer_______ Joseph J. Euteneuer |
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