FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------------
This First Amendment to Employment Agreement is entered into on December
20, 1999 by and between AirGate PCS, Inc., a Delaware corporation (the
"Company") and Xxxxxx X. Xxxxxxxxx ("Executive" or "Employee").
WHEREAS, Executive and the Company entered into an Employment Agreement
dated April 9, 1999 and effective April 15, 1999 regarding the Executive's
employment as the Company's Chief Executive Officer; and
WHEREAS, the Board of Directors of the Company has approved an amendment to
the Executive's Employment Agreement to include a provision for continued
compensation to the Executive's family in the event of his death and to
establish the exercise price at $14.00 for the Executive's stock options in
accordance with the terms of the Company's 1999 Incentive Stock Option Plan and
as approved by the Board of Directors on July 28, 1999;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, each intending to be legally bound
do hereby agree as follows:
1. SECTION (4)(C) - STOCK OPTION. Section 4(c) is hereby modified to add
the following provision: "The exercise price for the Stock Option is
fourteen dollars ($14.00) a share."
2. SECTION 4(G) - TERMINATION BY REASON OF DEATH. Section 4 is amended to
add the following subsection (g): "(g) Termination by Reason of Death.
If Executive's employment terminates by reason of death, the Company shall pay
to Executive's legal representative Executive's Base Salary with an annual
adjustment equal to the greater of (a) the Consumer Price Index for all urban
consumers, U.S. City Average, All Items; or (b) 5%; plus an annual bonus at a
rate of 20% of Executive's Base Salary for a period of twelve months following
his death (but in no event exceeding April 15, 2004). Except as provided in
this Section 4(g) or as required by law, compensation and benefits provided
hereunder shall cease at death.
Except as expressly amended herein, the parties hereby ratify and confirm the
Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Employment Agreement as of the date first above written.
AIRGATE PCS, INC.
By: /s/ Xxxxx Xxxxxxxxx
Title: Chairman of the Board
Date: December 9, 1999
XXXXXX X. XXXXXXXXX
/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Date: December 9, 1999
