EXHIBIT 10.55
THIS AGREEMENT (the "Agreement"), is made, effective as of the 13th day
of November, 2002, between Xxxxxxxx Communications, LLC (the "Company"), and
Xxxxxxx Xxxxxx (the "Participant").
RECITALS:
WHEREAS, the Board has determined that it would be in the best
interests of the Company to grant the retention incentive award provided for
herein (the "Retention Incentive Award") to the Participant pursuant to the
terms set forth herein.
NOW THEREFORE, in consideration of the promises and the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
X. Xxxxx of the Award and Vesting.
Subject to the terms and conditions set forth in this
Agreement, the Company hereby grants to the Participant a Retention Incentive
Award, in the amount of $125,000 subject to the Participant's continued
employment with the Company, a Successor Company, or any combination thereof
through June 30, 2003.
2. Upon Termination.
(a) If the Participant's employment with the Company, a
Successor Company, or any combination thereof is terminated prior to June 30,
2003 for any reason other than as a result of the Participant's involuntary
termination without Cause by the Company or a Successor Company, or as a result
of his death or Disability, the Retention Incentive Award shall be forfeited by
the Participant without consideration.
(b) If the Participant's employment with the Company or a
Successor Company is terminated as a result of the Participant's death or as a
result of the Participant's becoming Disabled prior to any Restructuring, the
Participant's Designated Beneficiary or the Participant (in the case of
Disability) shall be paid a pro rata portion of the Retention Incentive Award
amount as soon as practicable.
(c) If the Participant's employment with the Company or a
Successor Company is terminated as a result of involuntary termination of
employment without Cause, the Participant shall be paid the Retention Incentive
Award amount as soon as practicable.
3. Payment. The amount of Retention Incentive Award shall be
paid to the Participant, or his Designated Beneficiary in the event of his
death, as follows:
(a) In cash at the times set forth in Section 1 above; or,
(b) earlier as provided in Section 2(b) or (c).
4. No Right to Continued Employment. This Agreement shall not
be construed as giving the Participant the right to be retained in the employ of
the Company or any Successor Company. Further, the Company or any Successor
Company may at any time dismiss the Participant, free from any liability or any
claim under this Agreement, except as otherwise expressly provided herein.
5. Transferability. The Retention Incentive Award may not, at
any time, be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Successor Company; provided that the
designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.
6. Choice of Law. THE INTERPRETATION, PERFORMANCE AND
ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
7. Signature in Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 18 day of November, 2002.
Xxxxxxxx Communications, LLC
By: /s/ XXX X. XXXXXXX
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Xxx X. Xxxxxxx
Its: Chairman
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
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