EXHIBIT 10.10
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 17, 1996, by and
between TELETRAC, INC., a Delaware corporation (the "Company"), and XXXXXX
X. XXXXXXX (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises hereof
and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment. (a) The Company hereby employs the
Employee, and
the Employee hereby accepts such employment with the Company, for the
period set forth in Section 2 hereof, all upon the terms and conditions
hereinafter set forth.
(b) The Employee affirms and represents that he is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company, or the Employee's undertakings under this Agree-
ment.
2. Term of Employment. Unless earlier terminated as hereinafter
provided, the term of the Employee's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending on
December 31, 1998. Thereafter, this Agreement will continue in full force
and effect from year to year unless terminated by either the Employee or
the Company by written notice given to the other not later than October 31
of the year of such termination. The period from the date hereof until the
date the Employee's employment hereunder is terminated (whether on December
31, 1998 or earlier or later as provided herein) is hereinafter called the
"Employment Term."
3. Duties. The Employee shall be employed as the General
Counsel
and Secretary of the Company, shall faithfully and competently perform such
duties as are specified in the Bylaws of the Company and shall also perform
and discharge such other executive employment duties and responsibilities
consistent with his position as General Counsel and Secretary as the Board
of
Directors of the Company may from time to time reasonably prescribe. The
Employee shall perform his duties at such places and times as the Board of
Directors of the Company may reasonably prescribe; provided, however, that
if
________ _______
compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home in Kansas City, Missouri, the
Employee will only be required to relocate on such terms and to such
location as is mutually acceptable to the Employee and the Company. Except
as may otherwise be approved in advance by the Board of Directors of the
Company, and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability, personal
affairs or non-profit public service activities, the Employee shall devote
his full time during normal business hours throughout the Employment Term
to the services required of him hereunder. The Employee shall render his
business services exclusively to the Company during the Employment Term and
shall use his best efforts, judgment and energy to improve and advance the
business and interests of the Company in a manner consistent with the
duties of his position.
4. Salary, Bonus and Stock Option. (a) Salary. As compensa-
tion
for the performance by the Employee of the services to be performed by the
Employee hereunder during the Employment Term, the Company shall pay the
Employee a base salary at the annual rate of one hundred fourteen thousand
two hundred dollars ($114,200) (said amount, together with any increases
thereto as provided in this Section 4(a), being hereinafter referred to as
"Salary"). Any Salary payable hereunder shall be paid in regular intervals
(but in no event less frequently than monthly) in accordance with the
Company's payroll practices from time to time in effect. The Salary
payable to the Employee pursuant to this Section 4(a) may be increased as
determined from time to time by the Board of Directors of the Company in
its sole discretion.
(b) Bonus. The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 20% of his
then current Salary, to be determined by the Board of Directors of the
Company.
Any bonus payable hereunder shall be paid as promptly as practi-
cable as determined by the Board of Directors in its sole discretion.
(c) Withholding, Etc. The payment of any Salary and bonus
hereunder shall be subject to applicable withholding and payroll taxes, and
such other deductions as may be required under the Company's employee
benefit plans.
(d) Stock Option. (i) Simultaneously with the "Subsequent
Closing" (as such term is defined in the Stock Purchase Agreement, dated as
November 14, 1995, by and among the Company and the Investors named
therein, including the Employee (the "Stock Purchase Agreement")) that
occurs concurrently with the closing under the Asset Purchase Agreement,
dated as of November 14, 1995, between the Company and AirTouch Services
(the "Asset Purchase Agreement"), the Company shall grant to the Employee a
stock option, intended (to the maximum extent permissible) to qualify as an
"incentive stock option" within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as amended, and otherwise to be treated as a
"non-qualified stock option," to purchase a number of shares of Common
Stock, $.01 par value, of the Company ("Common Stock"), subject to adjust-
ment as provided therein, constituting 1.48% of the outstanding shares of
Common Stock on a fully-diluted basis (determined on the basis of the
aggregate number of shares of Common Stock then issued pursuant to the
Stock Purchase Agreement and including the shares of Common Stock issuable
pursuant to all options granted under the Plan). The terms and conditions
of such option shall be as provided in the Teletrac, Inc. Stock Option
Plan, in substantially the form attached as Exhibit A to the Stockholders
Agreement dated as of the date hereof among the Company and the other
parties thereto, including the Employee (the "Plan"), and as set forth in a
definitive option agreement or agreements between the Company and the
Employee.
(ii) Simultaneously with each Subsequent Closing under the Stock
Purchase Agreement occurring thereafter, the Company shall grant to the
Employee a stock option to purchase a number of shares of Common Stock,
subject to adjustment as provided therein, such that the Employee's
percentage holdings of Common Stock on a fully-diluted basis (determined as
provided above) shall remain constant. The terms and conditions of each
such option shall be as provided in the Plan and as set forth in a defini-
tive option agreement or agreements between the Company and the Employee,
and shall be identical to the terms and conditions of the options granted
pursuant to subparagraph (i) above; PROVIDED, that the Company shall be
required to grant options intended to qualify as "incentive stock options"
only to the extent permissible under the applicable provisions of the
Internal Revenue Code of 1986, as amended.
5. Other Benefits. During the Employment Term, the Employee
shall:
(i) be eligible to participate in employee fringe benefits and
pension and/or profit sharing plans that may be provided by the Company for
its senior executive employees in accordance with the provisions of any
such plans, as the same may be in effect from time to time;
(ii) be eligible to participate in any medical and health plans
or other employee welfare benefit plans that may be provided by the Company
for its senior executive employees in accordance with the provisions of any
such plans, as the same may be in effect from time to time;
(iii) be entitled to four weeks' annual paid vacation;
(iv) be entitled to sick leave, sick pay and disability benefits
in accordance with any Company policy that may be applicable to senior
executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable and neces-
sary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder in accordance with the Company's
policies applicable thereto.
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will partici-
xxxx in the development of or be acquainted with confidential or
proprietary information and trade secrets related to the business of
the Company, its subsidiaries and affiliates (collectively, the
"Companies"), including but not limited to (i) business plans, operat-
ing plans, marketing plans, financial reports, operating data, bud-
gets, wage and salary rates, pricing strategies and information, terms
of agreements with suppliers or customers and others, customer lists,
patents, devices, software programs, reports, correspondence, tangible
property and specifications owned by or used in the businesses of one
or more of the Companies, (ii) information pertaining to future
developments such as, but not limited to, research and development,
future marketing, distribution, delivery or merchandising plans or
ideas, and potential new business locations, and (iii) other tangible
and intangible property, which are used in the business and operations
of the Companies but not made publicly available. The information and
trade secrets relating to the business of the Companies described
hereinabove in this paragraph (a) are hereinafter referred to collec-
tively as the "Confidential Information", provided that the term
Confidential Information shall not include any information (x) that is
or becomes generally publicly available (other than as a result of
violation of this Agreement by the Employee) or (y) that the Employee
receives on a nonconfidential basis from a source (other than the
Company, its affiliates or representatives) that is not known by him
to be bound by an obligation of secrecy or confidentiality to the
Companies or any of them.
(b) The Employee hereby assigns to the Company, in consideration
of his employment, all Confidential Information developed by or
otherwise in the possession of the Employee at any time during the
Employment Term, whether or not made or conceived during working
hours, alone or with others, which relates, directly or indirectly, to
businesses or proposed businesses of any of the Companies, and the
Employee agrees that all such Confidential Information shall be the
exclusive property of the Companies. Upon request of the Board of
Directors of the Company, the Employee shall execute and deliver to
the Companies any specific assignments or other documents appropriate
to vest title in such Confidential Information in the Companies or to
obtain for the Companies legal protection for such Confidential
Information.
(c) The Employee shall not disclose, use or make known for his
or another's benefit any Confidential Information or use such Confi-
dential Information in any way except in the best interests of the
Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by applicable law or judicial process, but only after notice
to the Company of the Employee's intention to do so and opportunity
for the Company to challenge or limit the scope of the disclosure.
(d) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Sec-
tion 6 would be inadequate and, therefore, agrees that the Companies
shall be entitled to injunctive relief in addition to any other
available rights and remedies in case of any such breach or threatened
breach; PROVIDED,
HOWEVER, that nothing contained herein shall be construed as prohibit-
ing
the Companies from pursuing any other rights and remedies available
for any such breach or threatened breach.
(e) The Employee agrees that upon termination of his employment
by the Company for any reason, the Employee shall forthwith return to
the Company all Confidential Information, documents, correspondence,
notebooks, reports, computer programs and all other materials and
copies thereof (including computer discs and other electronic media)
relating in any way to the business of the Companies in any way
developed or obtained by the Employee during the period of his employ-
ment with the Company.
(f) The obligations of the Employee under this Section 6 shall,
except as otherwise provided herein, survive the termination of the
Employment Term and the expiration or termination of this Agreement
and shall terminate three years after the termination of the Employ-
ment Term.
(g) Without limiting the generality of Section 10 hereof, the
Employee hereby expressly agrees that the foregoing provisions of this
Section 6 shall be binding upon the Employee's heirs, successors and
legal representatives.
7. Termination. (a) The Employee's employment hereunder shall
be
terminated upon the occurrence of any of the following:
(i) death of the Employee;
(ii) termination of the Employee's employment hereunder by the
Employee at any time for "good reason" (as defined below);
(iii) termination of the Employee's employment hereunder by the
Employee at any time for any reason whatsoever (including, without
limitation, resignation or retirement), other than "good reason" as
contemplated by clause (ii) above;
(iv) termination of the Employee's employment hereunder by the
Company because of the Employee's inability to perform his duties on
account of disability or incapacity for a period of one hundred eighty
(180) or more days, whether or not consecutive, within any period of
twelve (12) consecutive months;
(v) termination of the Employee's employment hereunder by the
Company at any time "for cause" (as defined below), such termination
to take effect immediately upon written notice from the Company to the
Employee; and
(vi) termination of the Employee's employment hereunder by the
Company at any time, other than (x) termination by reason of disabili-
ty or incapacity as contemplated by clause (iv) above or (y) termina-
tion by the Company "for cause" as contemplated by clause (v) above.
(b) In the event that the Employee's employment is terminated
pursuant to clause (i), (ii), (iv) or (vi) of Section 7(a) above, the
Company shall pay to the Employee, as severance pay or liquidated damages
or both, during the twelve-month period immediately following such termina-
tion, the amount of Salary that the Employee would have otherwise been
entitled to receive during such twelve-month period had the Employee's
employment not been so terminated; PROVIDED, HOWEVER, that no such payment
shall be due in
the event such termination occurs as a result of a notice of termination
given by the Company or by the Employee in connection with a failure to
renew this Agreement as provided in Section 2.
(c) Notwithstanding anything to the contrary expressed or
implied herein, except as required by applicable law and except as set
forth in Section 7(b) above, the Company (and its affiliates) shall not be
obligated to make any payments to the Employee or on his behalf of whatever
kind or nature by reason of the Employee's cessation of employment (includ-
ing, without limitation, by reason of termination of the Employee's
employment by the Company for "cause"), other than (i) such amounts, if
any, of his Salary as shall have accrued and bonus as shall have been
determined to be due by the Board of Directors and, in each case, remained
unpaid as of the date of said cessation and (ii) such other amounts, if
any, which may be then otherwise payable to the Employee from the Company's
benefits plans or reimbursement policies. The termination of this Agree-
ment shall not relieve the Employee of any liability for any willful breach
hereof.
(d) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder.
(e) For purposes of this Agreement, the following definitions
shall apply:
(i) The term "good reason" shall mean only the following: (1)
material default by the Company in the performance of its obligations
hereunder, (2) material diminishment of the duties, position or
responsibilities of the Employee hereunder (provided that, in either
such case, the Employee shall have provided the Board of Directors of
the Company with written notice of such default or other event and a
reasonable opportunity to discuss the matter with the Employee,
followed by a notice that the Employee adheres to his position and a
reasonable opportunity to cure), or (3) a "Change of Control" of the
Company (as defined below);
(ii) The term "cause" shall mean only the following: (1) con-
viction of the Employee of having committed a felony, (2) acts of
dishonesty or moral turpitude by the Employee that are materially
detrimental to the Company and/or its affiliates, (3) acts or omis-
sions by the Employee that the Employee knew were likely to materially
damage the business of the Company and/or any affiliate of the Company
whose business, operations, assets or properties are material to the
Company, (4) gross negligence by the Employee in the performance of,
or willful disregard by the Employee of, his obligations hereunder, or
willful and material breach by the Employee of the terms hereof or
(5) failure by the Employee to obey the reasonable and lawful orders
of the Board of Directors that are consistent with the provisions of
this Agreement (provided that, in the event such failure shall not
also constitute "cause" under any of clauses (1) through (4) above,
the Employee shall have received written notice of such failure and a
reasonable opportunity to discuss the matter with the Board of Direc-
tors, followed by a notice that the Board of Directors adheres to its
position and a reasonable opportunity to comply with such orders). It
is understood
and agreed that the performance of the Company, whether financial,
operational or otherwise, shall not (in the absence of "cause" as
provided in clauses (1) through (5) above) constitute "cause."
(iii) "Change of Control" shall mean the acquisition of (a)
beneficial ownership of more than 50% of the voting equity securities
of the Company or any successor to the Company (by merger or other-
wise) or (b) all or substantially all the assets of the Company, by
any person or entity (including, without limitation, any group within
the meaning of Section 13(d)(3) of the Securities Exchange Act, as
amended) other than the "Investors," as such term is defined in the
Stock Purchase Agreement dated as of November 14, 1995, among the
Company and the Investors, or their respective affiliates.
8. Non-Assignability. (a) Neither this Agreement nor any
right
or interest hereunder shall be assignable by the Employee or his beneficia-
xxxx or legal representatives without the Company's prior written consent;
PROVIDED, HOWEVER, that nothing in this Section 8(a) shall preclude
the Employee from designating a beneficiary to receive any benefit payable
hereunder upon his death or incapacity.
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation
or to exclusion, attachment, levy or similar process or assignment by
operation of law, and any attempt, voluntary or involuntary, to effect any
such action shall be null, void and of no effect.
9. Competition, etc. (a) During the Employment Term and during
the two-year period following the end of the Employment Term for any reason
whatsoever, provided that payments, if any, required pursuant to Section
7(b) hereof are made in full and in a timely fashion:
(i) the Employee will not directly or indirectly (as a director,
officer, employee, manager, consultant, independent contractor,
advisor or otherwise) engage in competition with, or own any interest
in, perform any services for, participate in or be connected with any
business or organization which engages in competition with the Company
or any of its affiliates in any State where any business shall be
carried on (or formally contemplated to be carried on) by the Company
or any of its affiliates during the Employment Term or as of the end
of the Employment Term, as the case may be, PROVIDED, HOWEVER, that
the provisions of this Section 9(a)(i) shall not be deemed to prohib-
it (A) the Employee's ownership of not more than five percent
(5%) of the total shares of all classes of stock outstanding of
any publicly held company, or ownership, whether through direct
or indirect stock holdings or otherwise, of one percent (1%) or
more of any other business or (B) non-profit public service
activities, as contemplated by Section 3 hereof; and
(ii) the Employee will not directly or indirectly induce or
attempt to induce any employee of the Company or any affiliate of the
Company to leave the employ of the Company or such affiliate, or in
any way interfere with the relationship between the Company or any
such affiliate and any employee thereof.
(b) For purposes of this Section 9, a person or entity (includ-
ing, without limitation, the Employee) shall be deemed to be a competitor
of the Company or any of its affiliates, or a person or entity (including,
without limitation, the Employee) shall be deemed to be engaging in
competition with the Company or any of its affiliates, if such person or
entity in any way conducts, operates, carries out or engages in (i) the
business of vehicle location and fleet management services or related
services and supplies, or (ii) such other business or businesses as the
Company may conduct in the future in such geographical area or areas as
such business or businesses are conducted.
(c) For purposes of this Section 9, no company or entity that
may be deemed to be an affiliate of the Company solely by reason of its
being controlled by, or under common control with, any of the Investors or
their respective affiliates other than the Company, will be deemed to be an
affiliate of the Company.
(d) In connection with the foregoing provisions of this Sec-
tion 9, the Employee represents that his experience, capabilities and
circumstances are such that such provisions will not prevent him from
earning a livelihood. The Employee further agrees that the limitations set
forth in this Section 9 (including, without limitation, time and territori-
al limitations) are reasonable and properly required for the adequate
protection of the businesses of the Company and its affiliates. It is
understood and agreed that the covenants made by the Employee in this
Section 9 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement, except as otherwise expressly provided
herein.
(e) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 9
would be inadequate and, therefore, agrees that the Company and any of its
affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed
as prohibiting the Company or any of its affiliates from pursuing any other
rights and remedies available for any such breach or threatened breach.
10. Binding Effect. Without limiting or diminishing the effect
of
Section 8 hereof, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors,
legal representatives and assigns.
11. Notices. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing and either delivered in
person or sent by first class certified or registered mail, postage
prepaid, if to the Company, at the Company's principal place of business,
and if to the Employee, at his home address most recently filed with the
Company, or to such other address or addresses as either party shall have
designated in writing to the other party hereto.
12. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
13. Severability. The Employee agrees that in the event that
any
court of competent jurisdiction shall finally hold that any provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction
against the Employee, the provisions of such Section 6 or 9 shall not be
rendered void but shall apply with respect to such extent as such court may
judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 9 is
held by a court of competent jurisdiction to be invalid, illegible or
incapable of being enforced in whole or in part by reason of any rule of
law or public policy, such part shall be deemed to be severed from the
remainder of this Agreement for the purpose only of the particular legal
proceedings in question and all other covenants and provisions of this
Agreement shall in every other respect continue in full force and effect
and no covenant or provision shall be deemed dependent upon any other
covenant or provision.
14. Waiver. Failure to insist upon strict compliance with any
of
the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of
any right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
15. Entire Agreement; Modifications. This Agreement constitutes
the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
oral and written, between the parties hereto with respect to the subject
matter hereof. This Agreement may be modified or amended only by an
instrument in writing signed by both parties hereto.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
TELETRAC, INC.
By /s/Xxxxx X. Queen
________________________________
Name: Xxxxx X. Queen
Title: Chief Executive Officer
/s/Xxxxxx X. Xxxxxxx
__________________________________
Xxxxxx X. Xxxxxxx
TELETRAC, INC.
0000 XXXXX XXXXXX
XXXXX 0000
XXXXXX XXXX, XXXXXXXX 00000
December 5, 1997
Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Re: Teletrac, Inc.
______________
Dear Xx. Xxxxxxx:
Reference is made to that certain employment agreement dated as
of January 17, 1996 (the "Employment Agreement") between you and Teletrac,
Inc. (the "Company") regarding the terms of your employment with the
Company. Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to them in the Employment Agreement.
This will confirm our understanding that the Employment Agreement
is hereby amended as follows:
17. Section 2 is hereby deleted and the following is inserted in
its place:
"2. Term of Employment. Unless earlier terminated as hereinaf-
ter
provided, the term of the Employee's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending on
December 31, 1998. The period from the date hereof until the date the
Employee's employment hereunder is terminated (whether on December 31, 1998
or earlier or later as provided herein) is hereinafter called the "Employ-
ment Term.""
18. Section 3 is hereby deleted and the following is inserted in
its place:
"3. Duties. The Employee shall be employed as the General
Counsel
and Secretary of the Company, shall faithfully and competently perform such
duties as are specified in the Bylaws of the Company and shall also perform
and discharge such other executive employment duties and responsibilities
consistent with his position as General Counsel and Secretary as the Board
of Directors of the Company, the Senior Team or (when an individual is
retained by the Company to occupy such position) the Chief Executive
Officer or Chief Operating Officer of the Company may from time to time
reasonably prescribe. The Employee shall perform his duties at such places
and times as the Board of Directors of the Company may reasonably pre-
scribe; PROVIDED, HOWEVER, that
if compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home in Kansas City, Missouri, the
Employee will only be required to relocate on such terms and to such
location as is mutually acceptable to the Employee and the Company. Except
as may otherwise be approved in advance by the Board of Directors of the
Company, and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability, personal
affairs or non-profit public service activities, the Employee shall devote
his full time during normal business hours throughout the Employment Term
to the services required of him hereunder. The Employee shall render his
business services exclusively to the Company during the Employment Term and
shall use his best efforts, judgment and energy to improve and advance the
business and interests of the Company in a manner consistent with the
duties of his position."
19. Section 4(a) is hereby deleted and the following is inserted
in its place:
"(a) Salary. As compensation for the performance by the
Employee
of the services to be performed by the Employee hereunder during the
Employment Term, the Company shall pay the Employee a base salary at the
annual rate of one hundred twenty five thousand one hundred and twenty
eight dollars ($125,128) (said amount, together with any increases thereto
as provided in this Section 4(a), being hereinafter referred to as "Sala-
ry"). Any Salary payable hereunder shall be paid in regular intervals (but
in no event less frequently than monthly) in accordance with the Company's
payroll practices from time to time in effect. The Salary payable to the
Employee pursuant to this Section 4(a) may be increased as determined from
time to time by the Board of Directors of the Company in its sole discre-
tion."
20. Section 4(b) is hereby deleted and the following is inserted
in its place:
"(b) Bonus. (i) The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 20% of his
then current Salary, to be determined by the Board of Directors of the
Company.
(ii) In the event the Employee is still employed by the Company
on December 31, 1999, the Employee shall receive bonus compensation from
the Company in respect of fiscal year 1999 of 100% of his then current
Salary.
Any bonus payable hereunder shall be paid as promptly as practi-
cable as determined by the Board of Directors in its sole discretion."
21. Except as expressly provided in this Amendment, nothing
herein shall affect or be deemed to affect any provisions of the Employment
Agreement, and except only to the extent that they may be varied hereby,
all of the terms of the Employment Agreement shall remain unchanged and in
full force and effect and are hereby ratified and confirmed.
If the foregoing correctly sets forth our understanding concern-
ing this matter, please sign below and return to us an executed copy of
this letter, whereupon this letter shall become a binding agreement between
us.
Very truly yours,
TELETRAC, INC.
By /s/Xxxx X. Xxxx
_______________________________
Name: Xxxx X. Xxxx
Title: Vice President of Finance and
Corporate Development
Accepted and agreed to
as of the date first
above written:
/s/Xxxxxx X. Xxxxxxx
______________________________
Xxxxxx X. Xxxxxxx
