EXHIBIT 10.40
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT ("Agreement"), dated as of
June 8, 1999, by and among TRITON MANAGEMENT COMPANY, INC., a Delaware
corporation (the "Company"), TRITON PCS HOLDINGS, INC., a Delaware corporation
formerly known as Triton PCS, Inc. ("Triton"), and XXXXXXX X. XXXXXXXX
("Executive").
W I T N E S S E T H:
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WHEREAS, Executive is the record and beneficial owner of 107,383.60
shares (the "Existing Shares") of Triton's common stock, par value $.01 per
share (the "Common Stock"); and
WHEREAS, the Company, Triton and Executive are parties to that certain
Employment Agreement dated as of February 4, 1998, as amended (as so amended,
the "Employment Agreement") providing for, among other things, the employment of
Executive by the Company and certain rights and obligations of the parties
respecting the Existing Shares; and
WHEREAS, Triton has entered into a certain License Exchange and
Acquisition Agreement dated as of the date hereof (the "Purchase Agreement")
among AT&T Wireless PCS Inc., Triton and Triton PCS License Company L.L.C., and
Executive has executed a Joinder thereto; and
WHEREAS, in connection with the Closing (as defined in the Purchase
Agreement), Executive was awarded on the date hereof an additional 1,915.32
shares of Common Stock (the "Swap Shares"); and
WHEREAS, the parties desire to further amend the Employment Agreement
to reflect the issuance of shares of Common Stock to Executive pursuant to the
Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company, Triton and Executive, intending to be legally bound,
hereby agree as follows:
1. Amendment to Definition. From and after the date hereof, all
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references to the term "Shares", as that term is defined in the Employment
Agreement, shall include the Existing Shares and the Swap Shares.
2. No Further Changes. Except for such amendment, all other terms and
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conditions of the Employment Agreement shall remain the same and continue in
full force
and effect, and the Employment Agreement, as amended hereby, shall constitute
the legally valid and binding obligation of the parties hereto enforceable in
accordance with its terms.
IN WITNESS WHEREOF, each of the Company and Triton has caused this
Agreement to be executed by a duly authorized officer, and Executive has
hereunto set his hand as of the day and year first above written.
COMPANY:
TRITON MANAGEMENT COMPANY, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Senior Vice President
TRITON:
TRITON PCS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Senior Vice President
EXECUTIVE:
/s/ M E Kalogris
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Xxxxxxx X. Xxxxxxxx
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