EXHIBIT 10.16.1
AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT
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AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT ("Agreement"), dated as of June
____,1998, 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 78,494.80
shares (the "Original 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 (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 Original
Shares; and
WHEREAS, on the date hereof Triton has entered into a certain
Preferred Stock Purchase Agreement dated as of the date hereof (the "Purchase
Agreement") among Triton, the Cash Equity Investors, the Management Stockholders
and the Independent Directors party thereto (as each such term is defined in the
Purchase Agreement); and
WHEREAS, in connection with the Myrtle Beach Closing (as defined in
the Purchase Agreement), Executive was awarded on the date hereof an additional
15,555.47 shares of Common Stock (the "Myrtle Beach Shares"), and Executive is
scheduled to receive additional shares of Common Stock in connection with the
consummation of certain other transactions contemplated by the Purchase
Agreement; and
WHEREAS, the parties desire to amend the Employment Agreement to
reflect the issuance and potential future issuances 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 Original Shares, the Myrtle Beach Shares, and any
other shares of Common Stock that are awarded to Executive pursuant to the
Purchase Agreement.
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:
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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