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Exhibit 10.9
ASSIGNMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT
This Assignment and Amendment of Employment Agreement (the
"Agreement") is made as of October 31, 1997 by and between SpectraSite
Holdings, Inc. f/k/a Integrated Site Development, a Delaware corporation
("SpectraSite Holdings"), SpectraSite Communications, Inc., a Delaware
corporation and a wholly-owned subsidiary of Holdings ("SpectraSite
Communications"), and Xxx X. Xxxxxx, III (the "Executive").
In consideration of the mutual agreements contained herein, the
parties agree as follows:
1. Assignment of Employment Agreement. SpectraSite Holdings
hereby assigns, sells, transfers, and delivers to SpectraSite Communications
all of the right, title, and interest of SpectraSite Holdings in, and delegates
to SpectraSite Communications all of the duties, obligations, and liabilities
of SpectraSite Holdings under, the Executive Employment Agreement (the
"Employment Agreement"), dated as of May 12, 1997, by SpectraSite Holdings and
the Executive to have and to hold the same, upon and subject to the covenants,
terms, and conditions contained therein for the remainder of the term thereof.
A photocopy of the Employment Agreement is attached as an Exhibit hereto.
2. Assumption of Employment Agreement. SpectraSite
Communications hereby assumes the Employment Agreement for the remainder of the
term thereof, accepts and agrees to satisfy all of the duties, obligations, and
liabilities of SpectraSite Holdings thereunder, including without limitation,
all liabilities for the payment of the amounts provided therein and agrees to
perform all of the covenants, terms, and conditions contained therein.
3. Amendment of Employment Agreement. All references in the
Employment Agreement to the "Corporation," as defined in the Employment
Agreement, shall be deemed to refer to SpectraSite Communications. The second
sentence of Section 1 of the Employment Agreement is hereby deleted in its
entirety and replaced with the following: Executive agrees to serve as the
Vice President of the Corporation and as the Vice Chairman of SpectraSite
Holdings.
4. Consent to Assignment. The Executive hereby consents to and
approves the assignment of the Employment Agreement by SpectraSite Holdings to
SpectraSite Communications.
5. Additional Documents. From and after the date hereof, each of
the parties shall, at the request of any other party, prepare, execute and
deliver to such other party such additional documents and instruments and take
such action as such other party may deem reasonably necessary to further effect
or evidence any of the transactions
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contemplated herein. All costs and expenses reasonably and necessarily
incurred by any party in connection with the preparation of any such documents
and instruments or the taking of any such action shall be borne by the party
requesting the same.
6. Effect of Agreement. This Agreement shall be binding on and
inure to the respective benefit of each of the parties hereto and his or its
respective heirs, successors, and assigns.
7. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision.
8. Modification. No provision of this Agreement, including the
provisions of this Paragraph, may be modified, deleted or amended in any manner
except by an agreement in writing executed by all of the parties hereto.
9. Construction. This Agreement is executed and delivered in the
State of Arkansas and shall be construed and enforced in accordance with the
laws of such State without regard to its rules with respect to choice of laws.
10. Original Copies. This Agreement is executed in more than one
counterpart, each of which shall be deemed an original.
11. Headings. The underlined headings herein are for convenience
only and shall not affect the interpretation of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties as of the date written above.
SPECTRASITE HOLDINGS, INC.
BY: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
SPECTRASITE COMMUNICATIONS, INC.
BY: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
/s/ Xxx X. Xxxxxx III
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Xxx X. Xxxxxx, III
