AMENDMENT
TO
EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of
December ___, 2001, is intended to modify the Employment Agreement, dated as of
November 1, 2001 (the "Agreement of Employment"), among US Unwired Inc., a
Louisiana corporation ("Company"), and Xxxxxxx X. Xxxxxxx (the "Executive").
RECITALS
WHEREAS, the Company and the Executive desire to amend the Agreement of
Employment in the manner set forth below.
AGREEMENTS
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the parties hereto agree as follows:
SECTION 1. Effective immediately prior to and subject to the consummation
of a IWO Merger (as defined in Section 2(b) hereof):
(a) Section 3(a)(i)(A) of the Agreement of Employment is hereby amended by
replacing the words "Chief Operating Officer" therein with the words "Senior
Vice-President, Sales and Marketing".
(b) Section 3(b)(i) of the Agreement of Employment is hereby amended by
replacing the words "Chief Executive Officer ("CEO")" therein with the words
"Chief Operating Officer ("COO")".
(c) Sections 4(b),4(b)(i),4(b)(ii), and 4(b)(iii) of the Agreement of
Employment are hereby amended by replacing the words "CEO" therein with the
words "COO".
SECTION 2.
(a) You agree that in the case of a IWO Merger, the obligations of the
parties under the Agreement of Employment with respect to Section 3(a) thereof
will be satisfied if you (i) serve as Senior Vice-President, Sales and Marketing
of the Company and (ii) perform such duties as are appropriate to such office
and not inconsistent therewith as may be assigned to you by the COO.
(b) "IWO Merger" means a transaction that (i) results in (x) the merger,
consolidation or amalgamation or other business combination of a wholly-owned
subsidiary of the Company or the Company's wholly-owned subsidiary with or into
the entity referred to by the Company as "IWO" or (y) the sale, transfer,
assignment, lease, conveyance or other disposition, directly or
indirectly, of all or substantially all the assets of IWO and its subsidiaries,
considered as a whole, to the Company and (ii) closes prior to the date
occurring 181 days after the signing of a definitive agreement for such
transaction.
SECTION 3.
(a) This Amendment may be executed in two or more counterparts, each of
which will be deemed an original but which together will constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Amendment.
(b) All references to Sections in this Amendment refer to Sections of this
Amendment, unless otherwise expressly provided for.
(c) All other provisions of the Agreement of Employment not amended hereby
will remain in full force and effect.
[signature page follows]
2
IN WITNESS WHEREOF, US Unwired Inc. have caused this Amendment to be signed
by its respective officer hereunto duly authorized, and the Employee has
hereunto set his hand, effective as of the day and year first above written.
US Unwired, Inc.
By:
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Name:
Title:
EMPLOYEE
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Xxxxxxx X. Xxxxxxx
