EXHIBIT 10.1
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "AMENDMENT") dated June 20, 2005 amends the
Employment Agreement between SpectraSite, Inc. (f/k/a SpectraSite Holdings,
Inc.) and Xxxxxxx X. Xxxxx (the "EXECUTIVE") effective as of February 10, 2003
(the "EMPLOYMENT AGREEMENT"). Capitalized terms used herein that are not
otherwise defined have the same meanings as those terms are given in the
Employment Agreement.
WHEREAS, the Company and the Executive wish to amend the Employment
Agreement so as to avoid adverse tax consequences to the Executive under Section
409A of the Internal Revenue Code of 1986, as amended.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 7(d) is amended by adding thereto a new subsection (iii)
to read as follows:
(iii) Notwithstanding anything in Section 7(d)(i) or Section
7(d)(ii) to the contrary, any payments that would otherwise be made to the
Executive within the first six months following his termination of employment
pursuant to those Sections shall not be made during such six month period and
shall instead be delayed and paid to the Executive in a lump sum plus interest
thereon (calculated in accordance with the next sentence) on the sixth month
anniversary of his termination of employment; thereafter, payments pursuant to
Sections 7(d)(i) and 7(d)(ii) shall continue as scheduled in accordance with
those Sections. Payments that are delayed in accordance with the foregoing
sentence will earn interest between the date on which such payments would have
otherwise been made under Section 7(d)(i) or 7(d)(ii) without regard to this
Section 7(d)(iii) (each, an "ORIGINAL PAYMENT DATE") and the date on which such
payments are actually made (after application of this Section 7(d)(iii)) at the
rate of 2% plus the rate published on the applicable Original Payment Date (or
the preceding business day, if such day is not a business day) in the WALL
STREET JOURNAL for notes maturing three (3) months after issuance under the
caption "Money Rates, London Interbank Offered Rates (LIBOR)." Interest shall be
calculated based on a 360 day year and charged for the actual number of days
elapsed. The six month payment delay provided for by this Section 7(d)(iii)
shall apply only to the monthly payments provided for in clause (i) of each of
Sections 7(d)(i) and 7(d)(ii) and shall not apply to the benefits to be provided
to the Executive in clause (ii) of each of such Sections.
2. Section 7(f) is amended to read in its entirety as follows:
(f) Other than as specifically provided for in Section 7(d)
(iii), no interest shall accrue on or be paid with respect to any portion of any
payments hereunder.
3. Except as specifically provided herein, all terms and conditions
of the Employment Agreement shall remain in full force and effect.
2
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first set forth above.
SPECTRASITE, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chief Financial
Officer
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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