AMENDMENT TO SETTLEMENT AGREEMENT
This Amendment to Settlement Agreement dated as of June 10, 1996 (this
"Amendment") is made by and among Xxxxx X. Xxxxxxx ("Consultant"), Long
Distance Network, Inc. ("LDN") and SA Telecommunications, Inc. (the
"Company").
WHEREAS, Consultant, LDN and the Company entered into that certain
Settlement Agreement dated as of April 11, 1996 (the "Settlement Agreement");
WHEREAS, the Company, LDN and Consultant agree that the Settlement
Agreement mistakenly did not constitute the entire understanding of the
parties with respect to such matters and the Company, LDN and Consultant
desire to amend the Settlement Agreement to set forth such additional matters;
NOW, THEREFORE, in consideration of the mutual promises and obligations
set forth herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and the Settlement Agreement shall be deemed to be automatically
amended to the extent necessary to include such agreements:
1. Each of the parties acknowledge and agree that although Consultant
resigned as an officer of the Company and LDN in connection with the
Settlement Agreement, Consultant continued as an employee of LDN from April
11, 1996 to May 31, 1996 (the "Employee Termination Date"), and that
Consultant was entitled to, and did receive, his salary and other employee
benefits through the Employee Termination Date.
2. The Company or LDN will pay the premiums for health and dental
insurance for Consultant and his wife (or, if they shall divorce, only
Consultant from the date of the decree) from June 1, 1996 to March 31, 1999
under such plans as the Company may have in effect from time to time during
such period for employees of the Company.
3. With respect to all stock options received by Consultant under the SA
Telecommunications, Inc. 1994 Employee Stock Option Plan prior to the date of
the Settlement Agreement, the Company hereby agrees that: (a) Consultant may
continue to exercise such options in accordance with the original "Option
Term" under Section 2 of such option agreements until the earlier to occur of
(i) the original date of expiration, without regard to Section 4 of such
option agreements, (5 years from date of issuance of such options) or (ii)
March 31, 1999, and (b) the Company waives the "Company's Right to
Repurchase" as such term is defined under Section 3 of such option agreements.
4. This Amendment and the Settlement Agreement constitute the entire
understanding and agreement between the parties with respect to its subject
matter and there are no agreements or understanding with respect to the
subject matter which are not contained in this Amendment or the
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Settlement Agreement. This Amendment may be modified only in writing signed
by the party to be charged hereunder.
5. This Amendment may be executed in multiple counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument, and all
signatures need not appear on any one counterpart.
6. Provisions of the Settlement Agreement not expressly amended hereby
shall remain in full force and effect without change or modification.
Nothing contained herein shall be deemed to waive any rights, remedies or
privileges any party may have prior to the execution of this Amendment.
7. The parties hereto acknowledge and agree that this Amendment may be
described in and/or filed as an exhibit to any registration statements,
offering documents, and any reports and proxy statements filed by the Company
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day first above written.
SA TELECOMMUNICATIONS, INC. /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
By: /s/ Xxxx X. Xxxx, Xx.
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Xxxx X. Xxxx, Xx.
Chairman and Chief
Executive Officer
LONG DISTANCE NETWORK, INC.
By: /s/ Xxxx X. Xxxx, Xx.
---------------------
Xxxx X. Xxxx, Xx.
Chairman and Chief
Executive Officer
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