TMUS 06/30/2014 EX 10.1






EXHIBIT 10.1
DIRECTOR COMPENSATION PROGRAM
T-Mobile US, Inc.
Effective as of May 1, 20131 
The terms of the Director Compensation Program (the “Program”) for Non-Employee Directors of T-Mobile US, Inc. (the “Company”) are set forth herein.  
For purposes of the Program, a “Non-Employee Director” is any director of the Company who is not (i) an employee of the Company or any of its subsidiaries or (ii) an officer or employee of Deutsche Telekom AG or any of its subsidiaries.  
		
	1.
	Eligibility 




Each Non-Employee Director of the Company elected or appointed to the Company’s Board of Directors (the “Board”) shall be eligible to receive the compensation set forth in the Program.
		
	2.
	Non-Employee Director Compensation




Subject to the terms and conditions set forth herein and in the Plan, Non-Employee Directors shall receive the following compensation:
		
	a.
	Cash Compensation




Non-Employee Directors shall receive the following cash compensation, as applicable, to be paid in cash in equal quarterly installments after the end of the quarter in which earned:
	
		
	Annual Retainer for Board Service
	$100,000

	 
	 

	Additional Retainer for Lead Independent Director
	$25,000

	 
	 

	Audit Committee Chair
	$50,000

	 
	 

	Compensation Committee Chair
	$25,000

	 
	 

	Nominating and Corporate Governance Committee Chair
	$10,000






Any person who becomes a Non-Employee Director and/or committee chair at any time of the year other than the date of the Annual Meeting of Stockholders shall receive a pro rata portion of cash compensation set forth above, as applicable, based on the number of days remaining in the one-year period following the date of the previous Annual Meeting of Stockholders.
If any Non-Employee Director attends more than 10 Board meetings or more than 10 committee meetings during a calendar year, such Director will receive additional compensation of (i) $2,000 per meeting for any excess in-person Board or committee meeting or (ii) $1,000 per meeting for any excess telephonic Board or committee meetings.
		
	b.
	Reimbursement of Expenses




The Company shall pay on behalf of, or reimburse, Non-Employee Directors for all reasonable costs and expenses incurred in attending meetings of the Board, Board committees, and the Company’s 
	
		
	1 Amendment effective June 4, 2014.
	 















stockholders and in fulfilling their other responsibilities as directors of the Company.  In addition, the Company shall pay on behalf of, or reimburse, Non-Employee Directors for all reasonable costs and expenses, including an appropriate tax gross up, for spousal or partner travel to one Board meeting per year (or as requested by the Company).  
		
	c.
	Restricted Stock Unit Grants




Immediately after each Annual Meeting of Stockholders beginning with the 2013 Annual Meeting of Stockholders, each Non-Employee Director shall automatically be granted restricted stock units of the Company (“RSUs”) with a value of $150,000 (based on the closing price of the Company’s common stock on the New York Stock Exchange on the grant date), with any fractional share rounded to the nearest whole share; provided, that any person who becomes a Non-Employee Director at any time of the year other than the date of the Annual Meeting of Stockholders shall automatically be granted RSUs equal to the pro rata portion of $150,000 based on the number of days remaining in the one-year period following the date of the most recent previous Annual Meeting of Stockholders, such grant to be effective on the date he or she becomes a Non-Employee Director and based on the closing price of the Company’s common stock on the New York Stock Exchange on the grant date, with any fractional share rounded to the nearest whole share.
The RSUs shall be fully vested as of the one-year anniversary of the date on which the RSUs were granted, contingent upon the Non-Employee Director’s continuous service on the Board during such period; provided, however, that for a person who becomes a Non-Employee Director at any time other than the date of the Annual Meeting of Stockholders, the vesting date shall be the one-year anniversary of the grant date for awards made in connection with the most recent previous Annual Meeting of Stockholders.  In the event of a Non-Employee Director’s resignation or removal prior to the vesting of the RSUs, such RSUs shall automatically be forfeited to the Company; provided, however, that if a Non-Employee Director serves through the date of an Annual Meeting of Stockholders but does not stand for re-election at that meeting, any RSU award made for the prior year that has not yet vested as of such meeting shall continue to vest per schedule.  In the event of a Non-Employee Director’s death, the RSUs shall immediately vest.
Upon a Change in Control of the Company (as defined in the Company’s Omnibus Incentive Plan), the RSUs shall immediately vest upon the date of such Change in Control.
RSUs shall be granted pursuant to the Company’s Omnibus Incentive Plan (the “Plan”) and shall be subject to the terms and conditions of the Plan and the applicable restricted stock unit agreement in effect on the grant date.  Capitalized terms used but not defined herein shall have the meanings given to them in the Plan.  The above terms supplement, and do not alter or change, the provisions of the Plan.  In the event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern.
		
	3.
	Amendment




The Board may amend the provisions of the Program in such respects as it deems advisable.  Any such amendment shall not, without the consent of the Non-Employee Director, impair or diminish any rights of the Non-Employee Director under the Program.