Exhibit 10.29
AMENDMENT ONE TO
EMPLOYMENT AGREEMENT
AMENDMENT ONE TO EMPLOYMENT AGREEMENT, dated January 18, 2000,
by and between VALOR TELECOMMUNICATIONS, LLC, a Delaware limited liability
company (the "Company"), and XXXXXXX X. XXXX (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to continue
employment with the Company as Chief Executive Officer for the amended
Employment Term provided in this Agreement, and the Employee is willing to
accept such employment with the Company, all in accordance with the terms and
conditions set forth below and in his EMPLOYMENT AGREEMENT dated January 18,
2000;
NOW, THEREFORE, for and in consideration of the premises
hereof and the mutual covenants contained herein and in the EMPLOYMENT AGREEMENT
dated January 18, 2000, the parties hereto hereby covenant and agree as follows:
1. Term of Employment. Paragraphs 2(a) and (b) of the EMPLOYMENT AGREEMENT
are deleted in their entirety and the EMPLOYMENT AGREEMENT is amended as
follows:
Unless earlier terminated as provided in this Agreement, the term of
the Employee's employment under this Agreement shall be for a period
beginning on the Commencement Date and ending on February 7, 2006. For
the period of February 7, 2004 - February 7, 2006, Employee shall have
the option to work part time under mutually agreeable wages, terms and
conditions that will be negotiated between Employee and the Company.
Employee shall provide the Company at least 30 days notice prior to the
commencement of part time employment. The period from the Commencement
Date until February 7, 2006 or, in the event that the Employee's
employment hereunder is earlier terminated as provided in section 7 of
the EMPLOYMENT AGREEMENT, such period is hereinafter called the
"Employment Term".
2. Duties. Paragraph 3 of the EMPLOYMENT AGREEMENT is deleted in its
entirety and the EMPLOYMENT AGREEMENT is amended as follows:
1. Duties. The Employee shall be employed as President and Chief
Executive Officer of the Company, shall faithfully perform and
discharge such duties as inhere in the position of President and Chief
Executive Officer of the Company and as may be specified in the Limited
Liability Company Agreement of the Company with respect to such
position, and shall also perform and discharge such other duties and
responsibilities
consistent with such position as the Board of Directors of the Company
(the "Board of Directors") shall from time to time determine. The
Employee shall report to the Board of Directors of the Company. The
Employee shall perform his duties principally at offices of the Company
in Dallas, Texas, with such travel to such other locations from time to
time. Except as may otherwise be approved in advance by the Board of
Directors, and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability, the
Employee shall devote his full business time throughout the Employment
Term to the services required of him hereunder. The Employee shall
render his business services exclusively to the Company and its
subsidiaries during the Employment Term and shall use his best efforts,
judgment and energy to improve and advance the business and interests
of the Company and its subsidiaries in a manner consistent with the
duties of his position. Notwithstanding the foregoing, the Employee
shall be entitled to participate as a director or advisor to one or
more associations, businesses or community or charitable organizations
in the Dallas/Ft. Worth area, so long as such activity does not (i)
involve a substantial amount of the Employee's time, (ii) impair in any
material respect the Employee's ability to perform his duties under
this Agreement or (iii) violate the provisions of Section 9 of this
Agreement.
3. Salary. Amend section 4(a) of the EMPLOYMENT AGREEMENT to delete "base
salary at the annual rate of Four Hundred Fifty Thousand Dollars ($450,000)" and
replace it with "base salary at the annual rate of five hundred twenty five
thousand ($525,000)."
4. Other Benefits; Equity Interests. Section 5(a)(ii) of the EMPLOYMENT
AGREEMENT is amended in part to add the following:
After the conclusion of the Employment Term, Employee shall have the
right to continue coverage under any medical and health plans that may
be provided by the Company, its successors or assigns for its senior
executive employees in accordance with the provisions of any such
plans, as the same may be in effect from time to time. Employee shall
have the right to obtain coverage under such medical and health plans
at the same cost as may be assessed by the Company, its successors or
assigns to senior executive employees for such coverage.
5. Other Benefits; Equity Interests. Section 5(b) of the EMPLOYMENT
AGREEMENT is amended in part to add the following:
Notwithstanding the provisions of the Company's 2000 Equity Incentive
Non-Qualified Option Agreement or any subsequent Non-Qualified Option
Agreement that the Company may issue, Employee shall not have to
exercise vested Equity Interest Options within the time periods
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prescribed in the "Option Expiration Rules" section in Schedule I of
that Agreement. Employee shall not have to exercise any vested,
unexercised Equity Interest Options that Employee holds at the
conclusion of the Employment Term until the earlier of: i) the closing
date of an acquisition of or a merger between the Company and an
unrelated third party; or, ii) within 180 days of the date that the
Employee becomes qualified to exercise Equity Interest Options
following the initial public offering of the Company's stock on a
national stock exchange.
6. All other terms of the EMPLOYMENT AGREEMENT shall remain in full force
and effect.
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this AMENDMENT ONE TO EMPLOYMENT AGREEMENT.
VALOR TELECOMMUNICATIONS, LLC
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chairman
Date: January , 2002
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Date: January 2, 2002
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