EXHIBIT 10.43
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") effective as of March 26, 1997 by
and between SA Telecommunications, Inc. (the "Company") and Xxxx X. Xxxxxx
("Employee").
WHEREAS, Employee is employed by the Company on the date hereof and
considered to be a key employee of the Company;
WHEREAS, the Company desires to enter into this Agreement to provide for a
separately bargained for benefit to Employee not applicable to all employees of
the Company;
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings indicated:
BENEFICIAL OWNER shall have the meaning given such term in Rule 13D-3 of
the Exchange Act.
BOARD shall mean the Board of Directors of the Company.
CHANGE OF CONTROL OF THE COMPANY shall be deemed to have occurred if:
(a) there shall be consummated (i) any consolidation or merger of
the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Common Stock would be
converted into cash, securities or other property, other than a merger of
the Company in which the holders of the Common Stock immediately prior to
the merger have the same proportionate ownership of Common Stock of the
surviving corporation immediately after the merger, or (ii) any sale,
lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company; or
(b) the stockholders of the Company approve any plan or proposal for
the liquidation or dissolution of the Company; or
(c) any Person shall become the Beneficial Owner of thirty percent
(30%) or more of the Company's outstanding Common Stock, except for any
Person who had such beneficial ownership prior to the date hereof; or
(d) during any period of two (2) consecutive years, individuals who
at the beginning of such period constitute the entire Board shall cease for
any reason to constitute a majority hereof;
PROVIDED, HOWEVER, that an event or series of events described in (a),
(b), (c) or (d) above shall not constitute a Change in Control if a
majority of the directors in office who were also directors on the date
which is three (3) years prior to the occurrence of such an event shall so
determine.
COMMON STOCK shall mean the Company's Common Stock, par value $.0001 per
share.
EXCHANGE ACT means the Securities Exchange Act of 1934, as it may be
amended from time to time.
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PERSON shall have the meaning for such term used in Section 13(d) and
Section 14(d) of the Exchange Act.
2. CHANGE OF CONTROL OF THE COMPANY. In the event of a Change of Control
of the Company, if Employee is terminated for any reason (other than by death,
voluntarily or termination due to a conviction of a felony involving a crime of
moral turpitude) within one year after such Change of Control of the Company,
Employee shall be entitled to receive as severance under this Agreement an
amount equal to one hundred fifty percent (150%) of Employee's annual salary in
effect on the date of such Change of Control of the Company (the "Severance
Amount"). The Severance Amount shall be payable, at the option of the Company,
in a lump sum or in accordance with payroll practices of the Company existing
on the date of such Change of Control of the Company. For purposes of this
SECTION 2, termination shall not be voluntary if (a) Employee is requested to
relocate more than 30 miles from the office of the Company in which such
Employee works on the date of such Change of Control of the Company, or (b)
Employee does not continue in a position or office with the Company with duties
substantially the same as Employee held before such Change of Control of the
Company.
3. TERMINATION PRIOR TO CHANGE OF CONTROL OF THE COMPANY. If Employee
ceases to be an employee of the Company prior to a Change of Control of the
Company, whether termination is as a result of termination by the Company with
or without cause, voluntary termination by Employee or death of Employee, the
severance arrangements provided in this Agreement shall automatically and
without notice terminate and become null and void on the date on which Employee
ceases to be an employee of the Company.
4. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas without regard to conflicts of
law principles.
5. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together constitute one and the same instruments.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the paries with respect to the subject matter hereof, and supersedes all
previously written or oral negotiations, commitments, representations and
agreements with respect thereto.
7. NO EVIDENCE OF EMPLOYMENT. Nothing contained in this Agreement shall
confer upon the Employee any right to continue in the employ of the Company or
any of its subsidiaries or to interfere in any way with the right of the Company
or its subsidiaries to terminate the Employee's employment or to increase or
decrease the Employee's compensation at any time.
SA TELECOMMUNICATIONS, INC. Employee:
By: /s/ XXXX X. XXXX, XX. /s/ XXXX X. XXXXXX
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Title: Xxxx X. Xxxx, Xx. (Signature)
Chairman & Chief Executive Officer /s/ XXXX X. XXXXXX
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(Name Printed)
corporate/sevnugent
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