EXHIBIT 10.3
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of this 22nd day of April, 1998, to be effective as of the
Effective Time (as hereinafter defined), by and between Specialty
Teleconstructors, Inc., a Nevada corporation having its principal executive
office located at 00000 Xxxxxxx 00 Xxxxx, Xxxxx Xxxxx, Xxx Xxxxxx 00000 (the
"Corporation"), and Xxxxxxx X. Xxxxxx, an individual residing at 0000
Xxxxxxxxxx, Xxxxxx, Xxxxx 00000 (the "Employee").
WHEREAS, the Corporation and the Employee entered into that certain
Employment Agreement dated as of December 6, 1997 (the "Agreement"); and
WHEREAS, the Corporation entered into that certain Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 22,
1998, by and among the Corporation, OAI Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Corporation ("Acquisition"),
OmniAmerica Holdings Corporation, a Delaware corporation ("Holdings"),
OmniAmerica, Inc., a Delaware corporation and wholly-owned subsidiary of
Holdings, Omni/HSW Acquisition, Inc., a Delaware corporation, and HMTF/Omni
Partners, L.P., a Delaware limited partnership, pursuant to which Acquisition
will be merged (the "Merger") with and into Holdings, with Holdings being the
surviving corporation of the Merger; and
WHEREAS, in connection with the transactions contemplated by the Merger
Agreement, the Corporation and the Employee desire to amend the Agreement in
certain respects, such amendments to be effective as of the effective time of
the Merger under the General Corporation Law of the State of Delaware (the
"Effective Time").
NOW, THEREFORE, in consideration of the premises, the Corporation and the
Employee agree as follows:
1
1. The first sentence of Section 1 of the Agreement is hereby amended and
restated in its entirety to read as follows:
"The Corporation hereby employs the Employee as Vice President --
Corporate Development of the Corporation."
2. The last sentence of Subsection 6(c) of the Agreement is hereby amended
and restated in its entirety to read as follows:
"For purposes of this Agreement, the term "Termination Event" shall
mean (i) the Employee's receipt of a Non-Continuation Notice from
the Corporation, (ii) termination of the Employee's employment by
the Corporation for any reason other than for Cause or the
Employee's death or Disability or (iii) the Employee's submission of
a Non-Continuation Notice to the Corporation notifying the
Corporation of the Employee's voluntary termination of employment on
account of (a) a 10% or more reduction of the Employee's base salary
by the Corporation, (b) the Corporation's assigning the Employee
duties or responsibilities that are inconsistent, in any significant
respect, with the scope of duties or responsibilities associated
with Vice President --Corporate Development, or (c) relocation of
the Employee's office other than to a facility at which, as of the
date of this Agreement, the Corporation or any of its subsidiaries
conducts operations."
3. Section 11 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Any notices or other communications required or permitted to be
give hereunder shall be in writing and shall be deemed to have been
duly made or given when hand delivered, one (1) business day after
being transmitted by telecopier or sent by overnight courier against
receipt or five (5) days after being mailed by registered or
certified mail, postage prepaid, return receipt requested to the
party to whom such communication is given at the address set forth
below, which address may be changed by notice given in accordance
with this Section 11:
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If to the Corporation:
Specialty Teleconstructors, Inc.
00000 Xxxxxxx 00 Xxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
Attention: Xxxx X. Xxxxxx, President and Chief Executive Officer
If to the Employee:
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxxx
Xxxxxx, Xxxxx 00000"
4. The Corporation and the Employee acknowledge and agree that the
execution and delivery of this Amendment will not result in the occurrence of a
Termination Event.
5. Except as expressly amended by this Amendment, the Agreement shall
continue in full force and effect in the form in which it existed immediately
prior to the execution and delivery of this Amendment.
6. This Amendment may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.
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IN WITNESS WHEREOF the parties hereto have executed this Amendment as of
the day and year first above written.
SPECIALTY TELECONSTRUCTORS,
INC.
Xxxxxxx X. Xxxxxxxx
President
XXXXXXX X. XXXXXX
