Exhibit 10.22
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EMPLOYEE BENEFITS AGREEMENT
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BETWEEN
EMERGING COMMUNICATIONS, INC.,
AND
ATLANTIC TELE-NETWORK, INC.
Dated December 30, 1997
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EMPLOYEE BENEFITS AGREEMENT
THIS EMPLOYEE BENEFITS AGREEMENT (this "Employee Benefits Agreement") is
entered into as of the 30th day of December 1997 by and between Emerging
Communications, Inc., a Delaware Corporation (the "ECI"), and Atlantic
Tele-Network, Inc., a Delaware corporation (the "Company" or "ATNI").
WHEREAS, to eliminate corporation disputes and to maximize the value of the
Company for the benefit of the Company and its stockholders, the Company, and
its co-chief executive officers and principal stockholders, Xxxxxxxxx X. Prior,
Jr. ("Prior") and Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), entered into a Principal Terms
Agreement dated January 29, 1997 which contemplated the separation of the
businesses and assets of the Company; and
WHEREAS, in order to accomplish such separation, the Company and New ATN
entered into a Subscription Agreement (the "Subscription Agreement"), the
Company, Prior and Xxxxxxx entered into a Recapitalization Agreement (the
"Recapitalization Agreement") and the Company and ATN MergerCo. entered into an
Agreement and Plan of Merger (the "Merger Agreement"), all dated as of August
11, 1997;
WHEREAS, the execution and delivery of this Employee Benefits Agreement by
the parties hereto is contemplated by the Subscription Agreement and is a
condition to the Closing (as defined in the Subscription Agreement); and
WHEREAS, each of the parties hereto desires to consummate, and will secure
substantial benefits from the consummation of, the Closing.
NOW, THEREFORE, for and in consideration of the covenants herein contained
and subject to the conditions hereinafter set forth, the parties hereto agree as
follows:
1. Effective as of the Closing, (i) ECI shall adopt as its own the Atlantic
Tele-Network, Inc. Defined Benefit Plan for Salaried Employees, the Atlantic
Tele-Network, Inc. Management Employees' Savings Plan, and the Atlantic
Tele-Network, Inc. Employees' Stock Ownership Plan (collectively, the "ATNI
Plans"), (ii) each of the trusts (and all assets thereof) forming a part of the
ATNI Plans shall be assumed by ECI, and (iii) ECI and the Company shall take
such action, including amendments to the ATNI Plans (or the trusts forming a
part thereof), as is necessary in order for ECI to be the sponsor and "Employer"
under such ATNI Plans. As of the Closing, employees of the Company and its
subsidiaries shall cease participation in the ATNI Plans maintained by ECI or
any of its subsidiaries.
2. All other employee benefit plans maintained by ATN Co., a U.S. Virgin
Islands corporation ("ATNC"), by Virgin Islands Telephone Corp., a U.S. Virgin
Islands corporation ("Vitelco") or by any of their subsidiaries (the
"ATNC/Vitelco Plans"), including but not limited to the Virgin Islands Telephone
Corporation Pension Plan for Hourly Employees, the United Steelworkers of
America 401(k) Plan for Bargaining Unit Employees of Vitelco, the Welfare Plan
for Salaried Employees and the Welfare Plan for Bargaining Employees, shall
continue to be sponsored by such entities after the Closing. As of the Closing,
employees of the Company and its subsidiaries shall cease participation in the
ATNC/Vitelco Plans maintained by ECI, ATNC, Vitelco or any of their
subsidiaries.
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3. Effective as of the Closing, ECI and its subsidiaries shall assume all
employment-related liabilities and obligations of ATNI toward those employees
who prior to the Closing were employed by ATNI and who after the Closing will be
employed by ECI or its subsidiaries. Such employment-related liabilities and
obligations shall include, but are not limited to, liabilities and obligations
with respect to wages, withholding taxes, benefits, accrued vacation, employee
benefit plan contributions and administrative expenses, whether incurred or
accrued before, on or after the Closing and whether or not reported as of the
Closing.
4. All notices or other communications required or permitted hereunder
shall be in writing and sufficient if (a) delivered personally, (b) sent by
nationally-recognized overnight courier or (c) sent by certified mail, postage
prepaid, return receipt requested, addressed as follows:
if to the Company, to:
Atlantic Tele-Network, Inc.
Estate Havensight
X.X. Xxx 0000
Xx. Xxxxxx, X.X. Xxxxxx Xxxxxxx 00000
(000) 000-0000 or 000-0000
Attention: Xxxxxxxxx X. Prior
Telecopy: (000) 000-0000
if to ECI, to:
Emerging Communications, Inc.
Chase Financial Center
X.X. Xxx 0000
Xx. Xxxxx, X.X. Xxxxxx Xxxxxxx 00000-0000
(000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
with copies to:
Xxxxx Xxxxxxx, Esq.
Xxxxxx Xxxxxx & Xxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
Telecopy: (000) 000-0000
or, in each case, to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the business day after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the third business day
after dispatch, if sent by mail.
5. The foregoing is the entire agreement of the parties with respect to the
subject matter hereof and may not be amended, supplemented, canceled or
discharged except by a written instrument executed by the parties hereto. This
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Employee Benefits Agreement supersedes any and all prior agreements among the
parties hereto with respect to the matters covered hereby.
6. This Employee Benefits Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and performed wholly therein.
7. This Employee Benefits Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
8. Any action or proceeding brought by any party to this Employee Benefits
Agreement against any other party hereto with respect to the enforcement or
breach of this Employee Benefits may be brought in the courts of the State of
New York or of the United States for the Southern District of New York. Each of
the parties hereto irrevocably submits to the jurisdiction of each such court in
respect of any such action or proceeding, irrevocably waives any objection that
it may now or hereafter have to the laying of venue of any such action or
proceeding in any such court and any claim that any such action or proceeding
brought in any such court has been brought in an inconvenient forum, and
irrevocably consents that service of process or other legal summons for purposes
of any such action or proceeding may be served on it by personal service within
or without the State of New York or by mailing a copy thereof by registered
mail, or a form of mail substantially equivalent to registered mail, addressed
to such party at its address as provided for notices hereunder.
9. In the event of any breach of this Employee Benefits Agreement by any
party hereto, any other party hereto which is aggrieved by such breach (an
"Aggrieved Breach") shall be entitled to recover from the party in breach, any
and all costs and expenses, including without limitation reasonable attorneys'
fees, incurred by the Aggrieved Party as a result of such breach or in
connection with enforcing the provisions of this Non-Competition Agreement with
respect to such breach.
IN WITNESS WHEREOF, this Employee Benefits Agreement has been executed and
delivered by the parties hereto as of the date first above written.
ATLANTIC TELE-NETWORK, INC.
By: /s/ Xxxxxxxxx X. Prior, Jr.
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Name: Xxxxxxxxx X. Prior, Jr.
Title: Chief Executive Officer
EMERGING COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
