EXHIBIT 10.1
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AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 (this "AMENDMENT") to the Employment Agreement
(the "EMPLOYMENT AGREEMENT"), dated as of February 11, 2005, by and between IWO
Holdings, Inc., a Delaware corporation (the "COMPANY"), and Xxxx X. Xxxxxxx
("EXECUTIVE") is dated and effective as of October 19, 2005.
WHEREAS, in accordance with Section 11(c) of the Employment Agreement,
the Company and Executive wish to amend the Employment Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, the parties hereby agree as follows:
1. DEFINED TERMS. Except as defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Employment
Agreement.
2. ADDITION OF SECTION 8(G) TO THE EMPLOYMENT AGREEMENT. A new
Section 8(g) is hereby added to the Employment Agreement, to read as
follows:
Notwithstanding any provision of this Agreement to the contrary,
subject to Section 8(e) hereof, the Company shall pay to Executive the
amounts described in clauses (i) through (iii) below promptly following
the consummation of the transactions described in the Agreement and
Plan of Merger by and among Sprint Nextel Corporation, Italy
Acquisition Corp. and the Company, dated as of August 29, 2005 (the
"EFFECTIVE TIME"), it being acknowledged and agreed that the occurrence
of the Effective Time shall constitute a Change in Control:
(i) $120,000 (plus an additional $410.96 for each day that the
Effective Time is delayed past October 20, 2005), in lieu and full
satisfaction of the Pro Rata Bonus (as such term is defined in
Section 8(a));
(ii) $150,000, in lieu and full satisfaction of the target Annual
Bonus provided for pursuant to Section 8(d); and
(iii) $500,000, in lieu and full satisfaction of the amount equal
to two times Executive's annual Base Salary that would otherwise
be payable following Executive's termination of employment
pursuant to Section 8(d).
3. CONTINUING EFFECT OF EMPLOYMENT AGREEMENT. Except as expressly
modified hereby, the provisions of the Employment Agreement are and shall
remain in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
be duly executed as of the date first above written.
IWO HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President and
Chief Financial Officer
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT]
