EXHIBIT 99.2
HORIZON PCS, INC.
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxx 00000
June 29, 2005
Xxxxx X. Xxxxxxx
c/o Horizon PCS, Inc.
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxx 00000
Re: Non-Qualified Stock Option Agreement and Employment Agreement
Dear Xxxxx:
This letter ("Letter Agreement") sets forth our understanding
regarding an amendment to be made to your Non-Qualified Stock Option Agreement,
dated as of October 21, 2004, by and between Horizon PCS, Inc. (the "Company")
and yourself (the "Option Agreement"). All capitalized terms not defined herein
shall have the same meaning as in the Option Agreement.
Section 3(a) of the Option Agreement is hereby amended with respect to
the portion of your Option that is unvested (the "Unvested Options") immediately
prior to the Effective Time (as defined in the Agreement and Plan of Merger,
dated as of March 17, 2005, by and between iPCS, Inc. and Horizon PCS, Inc. (the
"Merger Agreement")), to provide that, notwithstanding the terms therein, if
your employment with the Company is terminated in the manner set forth in
Section 3(a) on or after the Effective Time and before September 17, 2005, the
Unvested Options shall, upon such employment termination, become fully vested
and may be exercised by you until the close of business on March 14, 2006. For
the avoidance of doubt, the portion of your Option that is vested as of the
Effective Time and, if your employment is terminated on or after September 17,
2005, the Unvested Options, may be exercised by you in accordance with the
original terms of Section 3(a) of the Option Agreement. If the transaction
contemplated by the Merger Agreement does not close by October 15, 2005, this
Letter Agreement shall have no force or effect.
Except as otherwise provided for herein, your Option Agreement shall
remain in full force and effect.
In signing this Letter Agreement, you understand, acknowledge and
agree that (i) your employment will terminate immediately after the Effective
Time, (ii) such termination of employment shall be deemed to be a termination of
your employment by iPCS, as the successor to the Company, without Cause pursuant
to section 4(e) of your employment agreement between you and Horizon PCS, Inc.,
as amended (the "Employment Agreement"), and (iii) upon termination you will be
entitled to only the payments contemplated by sections 6(a) and 6(d) of the
Employment Agreement and your rights under the Option Agreement, this Letter
Agreement, your right to indemnification and related rights under the Company's
charter and/or by-laws and Delaware corporate law, section 7.14 of the Merger
Agreement, and your vested rights as expressly provided under the terms of any
pension plans within the meaning of Section 3(2) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), the right to elect COBRA
continuation coverage under any group health insurance plan, rights under the
Company's Section 125 Cafeteria Plan, the rights to convert any life or
disability insurance plans maintained by the Company, or as required by law, and
that neither the Company nor iPCS, Inc. (or its successor) nor any of their
subsidiaries will be obligated or liable to make any other payments or provide
any other benefits to you.
Except for the rights and obligations provided by or arising under
this Letter Agreement, your rights under the Employment Agreement, the Option
Agreement and your right to indemnification and related rights under the
Company's charter and/or by-laws and Delaware corporate law, section 7.14 of the
Merger Agreement, and your vested rights as expressly provided under the terms
of any pension plans within the meaning of Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the right to elect
COBRA continuation coverage under any group health insurance plan, rights under
the Company's Section 125 Cafeteria Plan, the rights to convert any life or
disability insurance plans maintained by the Company, or as required by law, you
hereby release, acquit, withdraw, retract and forever discharge any and all
claims or causes of action which you now have or may have hereafter, directly or
indirectly, personally or in a representative capacity, against Horizon PCS,
Inc., iPCS, Inc. and each of their predecessors, successors, administrators,
fiduciaries, parents, subsidiaries, affiliates, officers, directors,
shareholders, representatives, agents, employees, and all persons acting through
or in connection with Horizon PCS, Inc. or iPCS, Inc. by reason of any matter,
conduct, claim, event, act, omission, cause or thing whatsoever relating to your
employment with the Company and termination thereof, up to, and including, the
date of execution of this Letter Agreement.
By signing below, iPCS, Inc. acknowledges, consents and agrees to the
terms of this Letter Agreement, including, without limitation, that your
employment will be terminated immediately following the Effective Time by iPCS,
Inc. without Cause and agrees to honor the Company's obligations hereunder.
By executing this Letter Agreement on behalf of iPCS in the space indicated
below, the undersigned authorized officer of iPCS hereby evidences iPCS' consent
to the amendments contemplated by this Letter Agreement as contemplated by
Section 6.1 of the Merger Agreement.
This Letter Agreement may be executed in one or more counterparts (and by
facsimile), each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument.
[Signature Page Follows]
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If you are in agreement with the terms set forth in this Letter
Agreement, please execute both copies and the General Release of Claims and
return one to the address set forth above.
HORIZON PCS, INC.
By:/s/ Xxxxxxx X. XxXxxx
--------------------------------
Xxxxxxx X. XxXxxx
Chief Executive Officer
IPCS, INC.
By:/s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
President and CEO
Agreed to and accepted as of the
date first referenced above.
/s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
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