EXHIBIT 10.43
TRITON MANAGEMENT COMPANY, INC.
000 Xxxxxxxxxx Xxxxx / Xxxxx 000
Xxxxxxx, XX 00000
February _____, 1998
_____________________________
_____________________________
_____________________________
_____________________________
Re: Issuance of Shares
Dear ____________:
In connection with your employment by Triton Management Company, Inc., a
Delaware corporation (hereinafter referred to as the "Company"), on the date
hereof you (hereinafter referred to as "Employee") have been issued ____________
shares (the "Shares") of the common stock, par value $0.01 per share (the
"Common Stock") of Triton PCS Holdings, Inc., a Delaware corporation ("Triton")
that indirectly owns all of the issued and outstanding capital stock of the
Company. As a condition to such issuance, Employee has joined in the
Stockholders' Agreement dated February _____, 1998 between Triton and its
stockholders, pursuant to which Employee (as a "Management Member" and a
"Stockholder" as referred to therein) has agreed to be bound by all of the
provisions contained therein.
The Shares shall vest over a five-year period, commencing with the first
anniversary of the date hereof, as follows:
First Anniversary 20%
Second Anniversary 20%
Third Anniversary 20%
Fourth Anniversary 20%
Fifth Anniversary 20%
---
Total 100%
provided, however, that in the event of any Change of Control (as hereinafter
defined) prior to the termination of Employee's employment with the Company for
any reason, in addition to any Shares that had theretofore vested in accordance
with the foregoing general schedule, all Unvested Shares (as hereinafter
defined) shall vest immediately upon such Change of Control. As used herein, the
term "Change of Control" shall mean any transaction or event, or series of
transactions or events, whether voluntary or involuntary, that results in, or as
a consequence of which, any of the following events shall occur: (A) any Person
(as defined in Xxxxxx's
Stockholders' Agreement) that is not an owner of shares of capital stock of
Triton on the date of execution of the Stockholders' Agreement shall acquire,
directly or indirectly, Beneficial Ownership (as defined in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of more than 50% of the voting
stock of Triton except in connection with any initial public offering of
Triton's equity securities, (B) any sale of all or substantially all of the
assets of Triton, or (C) a proxy contest for the election of directors of Triton
results in the persons constituting the Board of Directors of Triton immediately
prior to the initiation of such proxy contest ceasing to constitute a majority
of the Board of Directors upon the conclusion of such proxy contest.
In order to induce Xxxxxx to issue the Shares to Employee, Employee hereby
agrees that as of any date, the Shares shall be subject to repurchase by Xxxxxx
in accordance with the terms of this letter agreement, except to the extent the
Shares shall have theretofore vested in accordance with the terms set forth
above.
As promptly as practicable following the termination of Employee's
employment with the Company for any reason, Employee shall sell to Triton, and
Triton shall purchase from Employee, all of the Shares that have not theretofore
vested in accordance with the terms set forth above (the "Unvested Shares") at a
price per Share equal to Employee's original per Share purchase price ($0.01).
The closing of any such purchase and sale shall take place at Triton's
offices on a date mutually agreed by Employee or his legal representative and
Triton, but not later than 30 days after the date of Employee's termination. At
such closing, Xxxxxx shall deliver to Employee or such legal representative a
check in the amount of the aggregate repurchase price and, upon delivery
thereof, Triton shall become the legal and beneficial owner of the Unvested
Shares being repurchased and all rights and interests therein or relating
thereto, and Triton shall have the right to retain and transfer to its own name
the shares of Common Stock being repurchased by Xxxxxx. Whenever Xxxxxx shall
have the right to repurchase Common Stock hereunder, Xxxxxx may designate and
assign one or more employees, officers, directors or stockholders of Triton or
other persons or organizations to exercise all or a part of Xxxxxx's repurchase
rights hereunder and purchase all or a part of such Common Stock.
Except for the escrow described herein or the transfer of the Shares to
Triton or its assignees contemplated hereby, none of the Unvested Shares or any
beneficial interest therein shall be transferred, encumbered or otherwise
disposed of in any way.
The Certificate(s) representing Unvested Shares shall be held by the
Secretary of Xxxxxx as escrow holder (the "Escrow Holder"), along with a stock
power executed by Employee in blank. The Escrow Holder is hereby directed to
permit transfer of the Shares only in accordance with this Agreement. In the
event further instructions are desired by the Escrow Holder, he shall be
entitled to rely upon directions executed by a majority of the authorized number
of Xxxxxx's Board of Directors. The Escrow Holder shall have no liability for
any act or omission hereunder while acting in good faith in the exercise of his
own judgment. If Triton or any assignee
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repurchases any of the Shares pursuant hereto, the Escrow Holder, upon receipt
of written notice of such repurchase from the proposed transferee, shall take
all steps necessary to accomplish such repurchase. From time to time, upon
Employee's request, the Escrow Holder shall: (i) cancel the certificate(s) held
by the Escrow Holder and Employee representing the Shares, (ii) cause a new
certificate to be issued representing all the Shares that have vested in
accordance with the terms set forth above, which certificate the Escrow Holder
shall deliver to Employee, and (iii) cause a new certificate to be issued
representing the then remaining Unvested Shares, which certificate shall be held
in escrow by the Escrow Holder in accordance with the provisions of this
paragraph. Subject to the terms hereof, Employee shall have all the rights of a
stockholder with respect to the Shares while they are held in escrow, including
without limitation, the right to vote the Shares and receive any cash dividends
declared thereon. If, from time to time during the term of Xxxxxx's repurchase
right, there is (a) any stock dividend, stock split or other change in the
Shares, or (b) any merger or sale of all or substantially all of the assets or
other acquisition of Triton, any and all new, substituted or additional
securities to which Employee is entitled by reason of his ownership of the
Shares shall be immediately subject to this escrow, deposited with the Escrow
Holder and included thereafter as "Shares" for purposes hereof and Xxxxxx's
repurchase right.
The share certificates evidencing the Shares shall be endorsed with the
following legends (in addition to any legend required to be placed thereon by
applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CON NECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANS FERRED ONLY IN
ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.
Notwithstanding anything to the contrary contained herein, Employee
expressly agrees that (i) Employee's employment with the Company is "at-will",
and either the Company or Employee may terminate such employment at any time for
any reason or for no reason, and (ii) the award of the Shares by Xxxxxx to
Employee shall not limit in any way the right of the Company to alter or
terminate Employee's employment with the Company at any time and from time to
time, or be evidence of any agreement or understanding, express or implied, that
the
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Company will employ an Employee in any particular position or at any particular
rate of remuneration or for any particular period of time.
Intending to be legally bound, the parties have executed this letter
agreement as of the date first above written.
EMPLOYEE: COMPANY:
TRITON MANAGEMENT COMPANY, INC.
______________________ By:_____________________________________
Xxxxxx X. Xxxxxxx, President
TRITON:
TRITON PCS HOLDINGS, INC.
By:_____________________________________
Xxxxxx X. Xxxxxxx, Presidet
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