Exhibit 10.21
EMPLOYEE AGREEMENT
BETWEEN
TELECORP PCS, INC.
AND
XXXXXX XXXXXXXX
Table of Contents
1. Definitions.................................................................................. 1
2. Duties....................................................................................... 1
3. Compensation................................................................................. 2
4. Accrued Benefits............................................................................. 2
5. Death........................................................................................ 2
6. Termination for Cause/Voluntary Termination.................................................. 3
7. Termination Giving Rise to a Termination Payment............................................. 3
8. Confidential Information..................................................................... 3
9. Covenant Not to Compete/Non-Solicitation/Limitation on Public Statements..................... 3
10. Employee Representations..................................................................... 4
11. Amendment.................................................................................... 4
12. Governing Law................................................................................ 4
13. Notice....................................................................................... 4
EMPLOYEE AGREEMENT
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AGREEMENT, made and entered into as of this 17th day of July, 1998, by
and between TeleCorp PCS, Inc., a Delaware corporation (the "Company"), and
Xxxxxx Xxxxxxxx, residing at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000
(hereinafter called the "Executive").
W I T N E S E T H:
- - - - - - - - -
WHEREAS, the Company desires to employ Executive as an EMPLOYEE-AT-
WILL to serve as General Manager, and the Executive desires to be employed at
will by the Company as General Manager;
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants and agreements hereinafter contained, the parties do hereby mutually
covenant and agree as follows:
1. Definitions.
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(a) Person. For the purposes of this Agreement, "Person" shall mean
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any individual, partnership, joint venture, association, trust, corporation,
limited liability company or other entity.
(b) Cause. "Cause" for termination by the Company of the Executive's
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employment shall, for purposes of this Agreement, be limited to (i) the
Executive's engaging in misconduct which has caused demonstrable and serious
injury to the Company, financial or otherwise, or to the Company's reputation;
(ii) conviction of a felony or misdemeanor as evidenced by a judgment, order, or
decree of a court of competent jurisdiction; (iii) failure to comply with the
directions of the Board of Directors or neglect or refusal by the Executive to
perform the Executive's duties or responsibilities (unless such duties or
responsibilities are significantly changed without the Executive's consent); or
(iv) for any violation by Executive of this Agreement or of any agreement by and
among the Company and the Executive relating to Executive's participation in the
TeleCorp PCS, Inc. 1998 Restricted Stock Plan.
(c) Termination Date. For purposes of this Agreement, "Termination
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Date" shall mean the date on which the Executive ceases to be employed by the
Company for any reason, including without limitation, death, termination or
resignation.
2. Duties. For so long as Executive is employed by the Company, the
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Executive shall hold the position of General Manager of the Company and shall
devote his full working time and attention to the performance of his duties
hereunder but nothing in this Agreement shall preclude the Executive from (i)
participating in charitable and community activities or (ii) subject to prior
approval of the Board of Directors of the Company, serving on the board of
directors of another company, provided that in each case such activities or
services
do not materially interfere with the regular performance of his duties and
responsibilities under this Agreement. For so long as Executive is employed by
the Company, the Executive agrees to use all reasonable efforts, skills and
abilities to promote the Company's interests; to serve as an officer of the
Company; and to perform any duties (consistent with his status) as may be
assigned by the board of directors. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE EXECUTIVE IS AN EMPLOYEE-AT-WILL OF THE COMPANY AND HAS NO RIGHT,
WHETHER UNDER THIS AGREEMENT OR OTHERWISE, TO ANY CONTINUED EMPLOYMENT WITH THE
COMPANY.
3. Compensation. For so long as Executive is employed by the
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Company, the Executive shall be compensated as follows:
(a) Executive shall receive, at such intervals and in accordance with
the Company's customary payroll policies, an annual salary (the "Base Salary")
of One Hundred Thirty-Five Thousand Dollars ($135,000) for services rendered as
General Manager of the Company;
(b) the Executive shall be eligible to receive an annual bonus
commencing on December 31, 1998 in an amount up to 20% of Executive's Base
Salary for such calendar year, prorated for the number of months actually
employed, as determined by the Board of Directors of the Company in its
discretion, taking into consideration all relevant factors, including, without
limitation, the financial performance and development of the Company and the
Executive's role therein;
(c) the Company shall pay or reimburse the Executive for all
reasonable expenses actually incurred or paid by the Executive in the
performance of his services hereunder; and
(d) the Executive shall be included to the extent eligible thereunder
in any and all plans, if any, providing general benefits to the Company's
employees, including, but not limited to, group life insurance, hospitalization,
disability, medical, dental, and pension, and shall be provided any and all
other benefits and perquisites, if any, made available to other employees of
comparable status and position, at the expense of the Company on a comparable
basis.
4. Accrued Benefits. For purposes of this Agreement, the Executive's
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Accrued Benefits shall be defined as and include the following amounts, payable
as described herein: (i) any and all Base Salary earned or accrued through the
Termination Date; (ii) reimbursement for any and all monies advanced by the
Executive without reimbursement in connection with Executive's employment for
reasonable and necessary expenses incurred by the Executive through the
Termination Date; and (iii) any and all other cash or non-cash benefits
previously earned or accrued but not paid through the Termination Date.
5. Death. If the Executive shall die while an employee of the
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Company, the Executive's estate, heirs and beneficiaries shall receive only the
Executive's Accrued Benefits through the Termination Date. All family medical
benefits available to them under the
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Company's benefit plans as in effect on the Termination Date shall be continued
for six (6) months after the Termination Date at the Company's expense.
6. Termination for Cause/Voluntary Termination. If the Executive's
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employment is terminated for Cause, or if the Executive voluntarily terminates
the Executive's employment, then the Executive shall be entitled to receive only
Accrued Benefits.
7. Termination Giving Rise to a Termination Payment.
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(a) If the Executive's employment is terminated by the Company other
than for Cause, then the Executive shall be entitled to receive and the Company
shall promptly pay Accrued Benefits through the Termination Date, and the
Company further agrees that Executive shall be entitled to receive, and the
Company hereby agrees to pay to Executive, an amount equal to twelve month's of
Executive's then Base Salary (the "Termination Payment"). The Termination
Payment shall be payable to the Executive at such intervals in accordance with
the Company's normal payroll practices as if Executive remained in the employ of
the Company.
(b) If the Executive's employment is terminated by the Company other
than for Cause and the Executive is entitled to Accrued Benefits and the
Termination Payment, then the Executive shall continue to be covered at the
expense of the Company by the same or equivalent hospital, medical, and dental
coverage as Executive was covered by immediately prior to the Termination Date
for a period of twelve months.
8. Confidential Information. Executive shall during the Executive's
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employment with the Company and at all times thereafter, treat all confidential
material (as hereinafter defined) of the Company confidentially. Executive shall
not, without the prior written consent of the Company, disclose such
confidential material to any party, who at the time of such disclosure is not an
employee or agent of the Company. For the purposes hereof, the term
"confidential material" shall mean all information acquired by the Executive in
the course of the Executive's employment with the Company; provided, however,
that the term "confidential material" shall not include information which (i)
becomes generally available to the public other than as a result of a disclosure
by the Executive, (ii) was available to the Executive on a non-confidential
basis prior to his employment with the Company, or (iii) becomes available to
the Executive on a non-confidential basis from a source other than the Company.
9. Covenant Not to Compete/Non-Solicitation/Limitation on Public
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Statements. (a) For so long as the Executive is employed by the Company and for
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a period of one year after the Termination Date, the Executive shall not
compete, directly or indirectly, with the Company, including, without
limitation, by being employed by, or being an officer or director of, or
consultant to, any Person engaged in the same business then engaged in by the
Company, whereby the Executive performs services, or has reporting authority for
others providing services, within the Company's service area, or by being an
investor (representing more than a 5% equity interest) in a Person engaged in
the same business then engaged in by the Company in the Company's service area.
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(b) For so long as the Executive is employed by the Company and for a
period of one year after the Termination Date, the Executive shall not interfere
with, disrupt or attempt to disrupt the relationship, contractual or otherwise,
between the Company and any customer, client, supplier, consultant or employee
of the Company.
(c) For a period of one year following the Termination Date, the
Executive shall limit any public statements concerning the Company to those
confirming the Company's prior employment of Executive.
(d) It is the desire and intent of the parties that the provisions of
this Section 9 shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular portion of this Section 9 shall be
adjudicated to be invalid or unenforceable, this Section 9 shall be deemed
amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of this
Section in the particular jurisdiction in which such adjudication is made.
10. Employee Representations. The employee represents and warrants to
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the Company as follows: (i) he is not under any obligation to any Person which
is inconsistent or in conflict with this Agreement or which would prevent, limit
or impair in any way the performance of his obligations hereunder; and (ii) he
has not disclosed and will not disclose to the Company, nor use for the
Company's benefit, any confidential information or trade secrets of any prior
employer or principal, unless and until such confidential information and trade
secrets have become public knowledge without the employee's participation, or
unless such disclosure is permitted by any agreement with such prior employer or
principal.
11. Amendment. The terms and provisions of this Agreement may be
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modified or amended only by written agreement executed by all parties hereto.
12. Governing Law. This Agreement and the rights and obligations
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hereunder shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without giving effect to the conflict of law
principles thereof.
13. Notice. All notices, requests, consents and other communications
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hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) telexed,
telecopied or made by facsimile transmission, (iii) sent by overnight courier,
or (iv) sent by certified or registered mail, return receipt requested, postage
prepaid.
If to the Company: TeleCorp PCS, Inc.
0000 00/xx/ Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: General Counsel
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If to Executive: c/o TeleCorp PCS, Inc.
0000 00/xx/ Xxxxxx, X.X. 0/xx/ Xxxxx
Xxxxxxxxxx, X.X. 00000
All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above,
(ii) if telexed, telecopied or made by facsimile transmission, at the time that
receipt thereof has been acknowledged by electronic confirmation or otherwise,
(iii) if sent by overnight courier, on the next day following the day such
mailing is made (or in the case that such mailing is made on Saturday, on the
immediately following Monday), or (iv) if sent by certified or registered mail,
on the 5th day following the time of such mailing thereof to such address (or in
the case that such 5th day is a Sunday, on the immediately following Monday).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
TELECORP PCS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, CEO
EXECUTIVE
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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