SECOND AMENDMENT TO
EMPLOYMENT CONTRACT
This Second Amendment to Employment Contract ("Amendment") is made and
entered into as of March 26, 1997 and is effective January 1, 1997 by and
between SA Telecommunications, Inc., a Delaware corporation with offices at 0000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (the "Company") and XXXX
X. XXXX, XX., residing at 0000 Xxxxxxxx, Xxxxx, Xxxxx 00000 (the "Executive")
and amends that Employment Contract dated as of March 24, 1995 by and between SA
Holdings, Inc. d/b/a SA Telecommunications, Inc. and the Executive as amended
effective January 1, 1996 ("Agreement"). In the event any provision of this
Amendment shall conflict with the Agreement, this Amendment shall control. In
consideration of the mutual covenants hereinafter set forth and intending to be
legally bound, the parties hereby agree as follows:
1. Except as otherwise stated, capitalized terms used herein have the same
meaning as set forth in the Agreement.
2. The first sentence of Section 1 of the Agreement is hereby deleted in its
entirety and the following is added in lieu thereof:
"The Company agrees to employ Executive, and the Executive agrees to
serve, on the terms and conditions of this Agreement for a period
commencing on January 1, 1997 and ending on March 23, 2001, or such
shorter period as may be provided for herein."
3. Section 3 of the Agreement is hereby deleted in its entirety and the
following is added in lieu thereof:
"As compensation for his services hereunder, the Company shall pay
Executive, during the Employment Period, a base salary payable in
equal semi-monthly installments at the annual rate of $275,000;
provided, however, that the Compensation Committee of the Board of
Directors of the Company may increase this annual amount at its
sole discretion. If, during the term of this Agreement any other
employee of the Company shall receive annual compensation in excess
of the compensation provided to Executive above, the Company shall
increase the base salary payable to the Executive to an amount
equal to that of such higher paid Employee (on a going forward
basis) upon the written request of the Executive. The Company
Executive will also be eligible to participate in the executive and
employee benefit programs now or hereafter established by the
Company."
4. The balance of the Agreement and any amendments or addenda thereto not
modified by this Amendment shall remain in full force and effect. This
Amendment shall be effective upon the signatures of an officer of the
Company and the Executive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
SA TELECOMMUNICATIONS, INC. /s/ Xxxx X. Xxxx, Xx.
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Xxxx X. Xxxx, Xx.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President and Chief
Operating Officer
