EXHIBIT 10.53
SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 2nd day of July, 1998 by
and between Crown Castle International Corp., a Delaware corporation, having an
address at 000 Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the "COMPANY"), and
Xxxxxx X. Crown, an individual, having an address at 0000 Xxxxx Xxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("CROWN").
W I T N E S S E T H
WHEREAS, Crown currently serves as Chairman of the Board, President
and Chief Executive Officer of Crown Communication Inc. ("CCI"), the Company's
principal domestic subsidiary;
WHEREAS, Crown and the Company have agreed that Crown will retain such
position for a period of six (6) months after the closing of the Company's
expected initial public offering of equity securities (the "OFFERING"), which is
anticipated to occur on or before October 31, 1998, and to implement certain
transitional changes affecting management of the Company and CCI during such
six-month period, which would result in the selection of a successor to Crown as
President and Chief Executive Officer of CCI, with Crown continuing to serve as
a Director and Chairman of the Board of Directors of CCI;
WHEREAS, the Company desires to retain Crown as a general adviser on
such executive, managerial, operational, technical or other matters as the
Company's Board of Directors ("BOARD") may reasonably request ("SERVICES"),
effective as of the completion of such six-month transition period; and
WHEREAS, Crown is willing to provide such Services based on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual premises herein
contained, and intending to be legally bound hereby, the parties covenant and
agree as follows:
SECTION 1. Engagement. Crown's engagement hereunder shall commence six
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months after the closing by the Company of the Offering or on such date prior to
the closing of the Offering as Crown and the Board of Directors of CCI may agree
(the "EFFECTIVE DATE"), the Company shall engage
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Crown, and Crown shall accept such engagement, to perform such Services as the
Board may from time to time reasonably request after giving due consideration to
Crown's schedule and other responsibilities. Crown hereby accepts such
appointment and engagement for the Term (hereinafter defined), upon the terms,
and with respect to the matters herein specified and for the compensation and
other benefits hereinafter set forth. Crown shall report directly to the Board.
Crown represents and warrants to the Company that he has all requisite authority
to provide Services to the Company as herein provided.
SECTION 2. Term and Termination.
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(a) Term. Subject to an earlier termination of this Agreement pursuant to
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subsection (b) below, the term of this Agreement shall be for a period of two
(2) year(s) from the Effective Date hereof (the "TERM").
(b) Termination For Cause. The Board may terminate this Agreement for
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"CAUSE" at any time after the Effective Date. Any such termination for cause,
and the reasons for and effective date thereof, shall be communicated in advance
by the Board to Crown in writing. Any purported termination of this Agreement
by the Board or the Company other than (i) for cause pursuant to this subsection
(b) or (ii) without cause pursuant to subsection (c) below, shall be void and of
no force or effect. As used herein, "CAUSE" shall mean conviction of or a plea
of guilty or nolo contendere to any criminal violation involving dishonesty,
fraud or breach of trust, or any felony which materially adversely affects the
Company; provided, however, that an act or omission shall not be deemed to
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constitute cause if it is of such nature that all detriment otherwise resulting
to the Company or its subsidiaries and affiliates therefrom can be cured and, to
the reasonable satisfaction of the Board, is promptly cured by appropriate
action, and Crown causes such action to be taken within ten (10) days following
written notice from the Board with respect thereto.
(c) Termination Without Cause. The Board may terminate this Agreement
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without cause at any time after the Effective Date, but only following due
deliberation with Crown regarding the Board's reason for proposing such
termination. Any such termination must be made by a majority of the
nonmanagement directors of the Company, and such termination and the effective
date thereof shall be communicated to Crown in advance in writing.
SECTION 3. Personal Service. Crown's Services to be provided pursuant to
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this Agreement are personal in nature,
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and no other person shall be engaged in the performance of such Services without
the prior written consent of the Company; provided, however, the foregoing shall
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not apply to assistance rendered by accountants, attorneys, secretaries,
clerical personnel and other similar services required by Crown in the
performance of Services hereunder.
SECTION 4. Compensation and Other Benefits.
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(a) Base Compensation. For the Services and recommendations rendered by
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Crown as described in this Agreement, the Company shall pay to Crown Twenty Five
Thousand Dollars ($25,000) per month, without demand, payable on the first day
of each calendar month during the Term.
(b) Additional Compensation. Additional compensation may be paid to Crown
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in consideration of additional Services and/or the provision of value to the
Company and its subsidiaries and affiliates, at the discretion of the
Compensation Committee of the Board.
(c) Benefits. Throughout the Term, the Company shall provide Crown and his
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spouse and their dependents with health insurance, hospitalization and other
employee benefits comparable to those provided to other senior executives of the
Company, as well as the following fringe benefits and services, each to be
provided on an uninterrupted and non-reimbursable basis:
(i) maintenance of a vehicle of Crown's choice to be owned or
leased and maintained by the Company for the benefit of Crown
at an annual cost to the Company not to exceed $12,000 plus
routine vehicle maintenance and operating costs; during the
period that such automobile is provided, Company shall include
the vehicle on the automobile insurance policy carried from
time to time by Company and shall designate Crown as the driver
of the automobile and as an additional named insured under the
policy;
(ii) maintenance of a golf membership at Southpointe Golf Club for
the benefit of Crown;
(iii) maintenance of wireless services such as a cellular phone and
pager for use by Crown;
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(iv) provision of an equipped and furnished office (to be the same
office space currently occupied by Crown in his capacity as
President and Chief Executive Officer of CCI), so long as Crown
serves as Chairman of CCI; and
(v) provision to Crown of an administrative assistant of his choice
to support him in his efforts hereunder.
(d) Reimbursement of Expenses. Company shall either pay directly or
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reimburse Crown for all expenses incurred by him in connection with Services
provided during the Term (subject to his compliance with Company's normal
documentation requirements), including, without limitation, reasonable charter
fees for the use of private aircraft.
(e) Severance. Commencing immediately upon the expiration of the Term,
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unless this Agreement is terminated for cause as provided in Section 2(b), the
Company shall pay to Crown a severance benefit of $300,000, without demand,
payable in twelve equal monthly installments.
(f) Termination by Crown. In the event that this Agreement is terminated
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by Crown for no reason whatsoever ("VOLUNTARY RESIGNATION") (as specified in
writing by Crown to the Board), all compensation and benefits hereunder shall
cease effective as of the date of resignation specified in his written notice to
the Board. In the event this Agreement is terminated by Crown for any reason
other than Voluntary Resignation (as specified in writing by Crown to the
Board), Crown shall be entitled to (i) all compensation and severance benefits
in accordance with subsections (a), (b), and (e), above, (ii) health insurance
and hospitalization benefits for Crown and his spouse and their dependents
throughout the Term, and (iii) administrative assistance in accordance with
clause (v) of subsection (c), above, for a period of six months after such
termination, but the other benefits described in clauses (i) through (iv) of
subsection (c), above, shall cease effective upon such termination. Crown's
termination of this Agreement for any reason other than Voluntary Resignation
shall be conclusively established by his written notification to the Board that
such termination is for a reason other than Voluntary Resignation.
(g) Termination by Board. In the event that this Agreement is terminated
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by the Board for cause pursuant to Section 2(b), Crown shall be entitled to his
compensation and other benefits up to the effective date of termination.
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In the event that this Agreement is terminated by the Board without cause
pursuant to Section 2(c), Crown shall be entitled to (i) all compensation and
severance benefits in accordance with subsections (a), (b), and (e) of this
Section 4, (ii) health insurance and hospitalization benefits for Crown and his
spouse and their dependents throughout the Term, and (iii) all other benefits
described in clauses (i) through (v) of subsection (c) of this Section 4 for a
period of six months after such termination.
SECTION 5. Obligations. Crown warrants that he shall render Services
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pursuant to this Agreement in a professional manner, and will at all times
endeavor to provide to the Company sound and reasonable recommendations in
performing such Services. Except as otherwise expressly stated herein, Crown
makes no other representation, warranty or covenant with respect to his
performance of Services. THE PARTIES ACKNOWLEDGE AND AGREE THAT CROWN'S
SERVICES SHALL NOT INCLUDE RESPONSIBILITY FOR MAKING ANY FINAL DECISIONS ON THE
COMPANY'S BEHALF. CROWN EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM ANY
DECISION MADE ON THE BASIS OF CROWN'S SERVICES OR RECOMMENDATIONS INCLUDING,
WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES DERIVING THEREFROM. THE COMPANY
ACKNOWLEDGES AND AGREES THAT CROWN SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR
THE MAKING OF ANY DECISION BASED ON CROWN'S SERVICES OR RECOMMENDATIONS, AND THE
COMPANY HEREBY WAIVES AND RELINQUISHES ANY CAUSE OF ACTION IT OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES NOW HAS OR MAY IN THE FUTURE HAVE AGAINST CROWN BASED
ON OR RELATING TO ANY SERVICES OR RECOMMENDATIONS RENDERED BY HIM; PROVIDED,
HOWEVER, THAT THE FOREGOING SHALL NOT RELIEVE CROWN OF ANY RESPONSIBILITIES OR
DUTIES ARISING BY VIRTUE OF HIS SERVICE AS A DIRECTOR OF THE COMPANY OR CCI.
SECTION 6. Assignment. Neither this Agreement nor any interest herein or
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obligation hereunder may be assigned by either of the parties hereto without the
express written consent of the other.
SECTION 7. Governing Law. This Agreement shall, other than the conflict
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of laws provisions thereof, be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
SECTION 8. Successors and Assigns. Except as otherwise contained herein,
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this Agreement shall be binding upon, and will inure to the benefit of, the
successors and permitted assigns of the parties hereto.
SECTION 9. Captions. Section captions used in this Agreement are for
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convenience only, and shall not be
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utilized in the construction or interpretation of this Agreement.
SECTION 10. Notices. All notices, requests, demands and other
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communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed within the continental United States
by first class certified mail, return receipt requested, postage prepaid,
addressed as follows:
(a) if to the Board of the Company, to:
Crown Castle International Corp.
000 Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Chairman of the Board
with a required copy to:
E. Xxxxx Xxxx, P.C.
Xxxxx, Xxxxxx & Xxxxx, L.L.P.
3600 Citicorp Center
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
(b) if to Crown, to:
Xxxxxx X. Crown
0000 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
with a required copy to:
Xxxxxxx X. Xxxxxxx, Xx., Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Such addresses may be changed by written notice sent to the other party at
the last recorded address of that party.
SECTION 11. Entire Agreement. This Agreement sets forth the entire
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agreement and understanding between the parties as to the subject matter hereof,
and supersedes all prior discussions between them concerning such matters. This
Agreement shall not be subject to change, alteration or amendment other than by
an instrument in writing duly executed by the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
ATTEST: CROWN CASTLE INTERNATIONAL
CORP.
By:_________________________ By:_____________________________
Title:______________________ Xxxxx Xxxxxxxxx
Chairman of the Board of Directors
WITNESS:
_____________________________ _____________________________
Xxxxxx X. Crown
