Employment Agreement - Qwest Communications International Inc. and Brij Khandelwal
JOSEPH P. NACCHIO President & Chief Executive Officer [LETTERHEAD OF QWEST COMMUNICATIONS] September 26, 1997 Brij Khandelwal 7 Ammerman Way Chester, NJ 07930 Dear Brij: I am delighted to be able to offer you the position of Executive Vice President and CIO at Qwest Communications. This letter is intended to set forth the terms and conditions of your employment with Qwest. 1. Your annual base salary will be $225,000. 2. You will be eligible to participate in Qwest's long-term incentive plan (Equity Incentive Plan). Your grant will be 350,000 shares. The options will vest according to the following schedule and the exercise price will be the market price on the date of your signing the letter of acceptance. SHARES VESTING ------------------------------------- 70,000 Shares At End of 1 Year ------------------------------------- 70,000 Shares At End of 2/nd/ Year ------------------------------------- 70,000 Shares At End of 3/rd/ Year ------------------------------------- 70,000 Shares At End of 4/th/ Year ------------------------------------- 70,000 Shares At End of 5/th/ Year ------------------------------------- 3. You will be eligible to participate in the executive bonus plan which is currently under development. In your case, at the end of the first year of your employment, you are entitled to a guaranteed bonus of $112,500. 4. You are also eligible to be reimbursed for all relocation expenses including the selling and purchasing of a home, household moving, etc. up to a reimbursement of $150,000. Your reimbursement includes any gross up necessary to offset any tax impact this reimbursement may <PAGE> Brij Khandelwal September 26, 1997 Page 2 have, however, any gross up would be considered as part of the amount that is calculated for determining the maximum reimbursement. See relocation agreement enclosed. 5. If you are terminated for any reason other than cause during your first year of employment, you will be entitled to a lump sum payment of one year's base salary. 6. Paid time off and disability plan information is attached. 7. This offer of employment is contingent upon your statement that you are not subject to any non-compete clause or similar restrictions which would in any way prevent you from exerting all your efforts toward the goals and objectives of Qwest. Brij, I would like you to begin work at Qwest at the earliest possible date. Finally, I am really looking forward to your joining me at Qwest and working together to make this a great company. If you agree with the above terms and conditions, please sign below and return this letter to me. If you have any questions or need more information, I can be reached at 303/291-1410 or feel free to contact Ray Lee (303-291-1688) who is working with me to help build our senior management team. Sincerely, /s/ Joseph P. Nacchio President Chief Executive Officer I accept the above offer: /s/ 9/27/97 _______________ _____________ Brij Khandelwal Date