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EXHIBIT 10.35
DIGITAL TELEVISION SERVICES, INC.
000 Xxxxxxx Xxxxxx Xxxx, Xxxx. X-000
Xxxxxxx, XX 00000
November 6, 1997
Xxxxx X. XxxXxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
RE: PEGASUS TRANSACTION ADDENDUM TO
LETTER AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Xx. XxxXxxxxx:
Background
As of October 10, 1997 you entered into a letter agreement amendment to
your employment agreement dated March 24, 1997. On November 6, 1997, the
Corporation and certain of its principal shareholders entered into an agreement
in principle with Pegasus Communications Corporation ("Pegasus") pursuant to
which the Corporation would be acquired by Pegasus (the "Agreement in
Principle"). In connection with the Agreement in Principle, the board of
directors agreed to modify the cash severance arrangements of Section 31 as set
forth below. Section references appearing herein shall refer to the employment
agreement as amended by the letter agreement unless otherwise noted.
Modification
If (i) the Corporation is acquired by Pegasus before June 30, 1998,
(ii) Xx. XxxXxxxxx does not voluntarily resign from his employment with the
Company (regardless of whether Good Reason exists) prior to June 30, 1998, and
(iii) either (A) his employment is terminated after June 30, 1998, and before
the date specified in Section 30(c) under circumstances entitling him to
severance compensation under Section 30, or (B) his employment is terminated by
the Corporation after the Corporation has been acquired by Pegasus and before
June 30, 1998, other than for Cause, then the amount of such severance
compensation shall equal 24 months base salary and shall be paid in a lump sum
within ten (10) days of such termination.
Shareholder Approval Exception to Golden Parachute Payment
Pursuant to Internal Revenue Code Section 280G(b)(5) and Prop. Treas.
Reg. Section 1.280G-1, Q&A-7, the right to receive or retain payments made
pursuant to this addendum agreement is contingent upon the approval by a
separate vote (or consent without meeting) of persons who owned, immediately
before the acquisition of the Corporation by Pegasus, more than 75% of the
voting power of outstanding stock of the Corporation.
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Xxxxx X. XxxXxxxxx
Pegasus Transaction Addendum to Letter
Agreement Amendment to Employment Agreement
November 6, 1997
Page 2
This instrument may be executed (whether by facsimile or in original)
in more than one counterpart, all of which taken together shall constitute one
and the same instrument.
Very truly yours,
DIGITAL TELEVISION SERVICES, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
ACCEPTED AND AGREED:
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XXXXX X. XXXXXXXXX
Date: _____________________________
