EXHIBIT 10.39
AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT
--------------------------------------
AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT ("Agreement"), dated as of
December 31, 1998, by and among TRITON MANAGEMENT COMPANY, INC., a Delaware
corporation (the "Company"), TRITON PCS HOLDINGS, INC., a Delaware corporation
formerly known as Triton PCS, Inc. ("Triton"), and XXXXXXX X. XXXXXXXX
("Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Executive is the record and beneficial owner of
94,050.27shares (the "Existing Shares") of Triton's common stock, par value $.01
per share (the "Common Stock"); and
WHEREAS, the Company, Triton and Executive are parties to that certain
Employment Agreement dated as of February 4, 1998, as amended June 29, 1998 (as
so amended, the "Employment Agreement") providing for, among other things, the
employment of Executive by the Company and certain rights and obligations of the
parties respecting the Existing Shares; and
WHEREAS, Triton has entered into a certain Norfolk Preferred Stock
Purchase Agreement dated as of December 31, 1998 (the "Purchase Agreement")
among Triton, the Cash Equity Investors, the Management Stockholders and the
Independent Directors party thereto (as each such term is defined in the
Purchase Agreement); and
WHEREAS, in connection with the Closing (as defined in the Purchase
Agreement), Executive was awarded on the date hereof an additional 13,333.33
shares of Common Stock (the "Norfolk Shares"); and
WHEREAS, the parties desire to further amend the Employment Agreement
to reflect the issuance of shares of Common Stock to Executive pursuant to the
Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company, Triton and Executive, intending to be legally bound,
hereby agree as follows:
1. Amendment to Definition. From and after the date hereof, all
-----------------------
references to the term "Shares", as that term is defined in the Employment
Agreement, shall include the Existing Shares and the Norfolk Shares.
2. No Further Changes. Except for such amendment, all other terms and
------------------
conditions of the Employment Agreement shall remain the same and continue in
full force
and effect, and the Employment Agreement, as amended hereby, shall constitute
the legally valid and binding obligation of the parties hereto enforceable in
accordance with its terms.
IN WITNESS WHEREOF, each of the Company and Triton has caused this
Agreement to be executed by a duly authorized officer, and Executive has
hereunto set his hand as of the day and year first above written.
COMPANY:
TRITON MANAGEMENT COMPANY, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx, Senior Vice President
TRITON:
TRITON PCS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx, Senior Vice President
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx
2
