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EXHIBIT 10.1
SEVERANCE AND REIMBURSEMENT AGREEMENT
This Agreement, entered into as of September 12, 1997, is between PageMart
Wireless, Inc., a Delaware corporation (the "Employer"), and X. Xxxx Buckenham
(the "Employee").
The Employer has offered Employee the position of President, and has
requested Employee to move his residence to Dallas, Texas. Employee is willing
to accept such position and move his residence upon the terms and conditions
set forth in this Agreement.
THEREFORE, the parties hereby agree as follows:
1. SEVERANCE. If the Employer's employment of Employee terminates for
any reason other than an Excluded Reason (as defined below) or the
death or disability of Employee, then the Employer will pay Employee
an amount equal to one-half of his annual base salary in effect at the
date of termination. Such amount shall be paid within 10 days after
the date of termination of employment and shall be subject to
withholding taxes to the extent required by law.
2. REIMBURSEMENT. If the Employer's employment of Employee terminates
for any reason other than an Excluded Reason (as defined below), and
if Employee moves his principal residence to another location outside
of Texas within two years after the date of termination of employment,
then the Employer will pay the Employee $100,000 to compensate the
Employee for the expenses of moving his principal residence. Such
amount shall be paid within 10 days after Employee provides the
Employer with evidence that he has moved his principal residence and
shall be subject to withholding taxes to the extent required by law.
3. EXCLUDED REASONS. As used in this Agreement:
(a) The term "Excluded Reason" means the following:
(i) The retirement, resignation or other voluntary termination
of employment by the Employee for any reason other than a
Good Reason (as defined below); or
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(ii) The termination of employment by Employer due to conduct by
Employee constituting (i) fraud; (ii) misappropriation of
the Employer's property; (iii) an act of moral turpitude; or
(iv) a willful violation of any law, rule or regulation or
causing the Employer to willfully violate any law, rule or
regulation.
(b) The term "Good Reason" means that Employee is required to accept
a decrease in his base salary or a demotion to a position that is
subordinate to the position of President. To qualify as a
termination of employment for Good Reason, Employee must deliver
to the Employer written notice of termination for Good Reason
within 30 days after the event constituting Good Reason, in which
event his employment will terminate 10 days after the date of the
notice.
4. Conditions. The Employer's obligation to pay Employee the amounts set
forth in Sections 1 and 2 of this Agreement are subject to the
Employer's receipt of a general release of claims against the Employer
executed by Employee in a form satisfactory to the Employer. The time
of payment in each case shall be extended, if necessary, to the date
on which such release cannot be terminated or revoked by the Employee
pursuant to the terms of such release or applicable law.
5. Effective Date and term. This Agreement shall become effective after
Employee has moved his principal residence to Dallas, Texas, and shall
terminate on the fifth anniversary of the date hereof.
6. Miscellaneous. This Agreement is not intended to be an employment
agreement providing for any express or implied term of employment.
This Agreement represents the entire agreement between the parties
with respect to the subject matter hereof, and all prior agreements
between the parties relating to that subject matter are superceded. No
modification or amendment of this Agreement shall be valid and
binding, unless it is in writing and signed by the party against whom
enforcement is sought. The waiver of any provision of this Agreement
shall be effective only if in writing and signed by the party against
whom enforcement is sought, and then only in the specific instance and
for the particular purpose for which it was given. This Agreement
shall be binding upon the Employee and his heirs and personal
representatives, and upon the Employer and it's successors and
assigns. Neither this Agreement, nor any rights and obligations
created under it, may be assigned by the Employee without the prior
written consent of the Employer. This Agreement shall be construed in
accordance with, and governed by, the laws of the State of Texas.
Severance and Reimbursement Agreement Page 2
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Executed as of the date first written above.
/s/ X. XXXX BUCKENHAM
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X. Xxxx Buckenham
PAGEMART WIRELESS, INC.
By: /s/ XXXX X. XXXXXXX
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Title: President & CEO
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