June 11, 1999
VIA HAND DELIVERY
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[NAME]
000 Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Retention Bonus
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Dear [NAME]:
As you know, SkyTel Communications, Inc. (the "Company") recently entered
into a merger agreement with MCI WORLDCOM, Inc. In order to protect and enhance
the Company's value during the process of completing such transaction, the
Company has determined that it would be appropriate to adopt special retention
arrangements for certain key employees. You are one of those employees.
Accordingly, the Company has decided to offer you a retention bonus equal to
100% of your current base annual salary, or $XXXXXX. Subject to the terms of
this letter, you will be entitled to the retention bonus if you continue as a
full-time employee through the dates specified below.
You will receive an amount equal to 50% of the retention bonus if you
continue as a full-time employee of the Company from the date of this letter
through July 31, 1999, regardless of whether the merger transaction is then
pending or completed. If you thereafter continue as a full-time employee of the
Company through the date that is six months after the closing date of the merger
transaction, you will receive the remaining 50% of the retention bonus (the
"Second 50%"). In the event the Company terminates your employment for any
reason other than cause (as defined below) before you have received the entire
bonus, the Company will pay any unpaid portion of the bonus to you within ten
days following your termination. The termination of the merger agreement will
not affect your rights hereunder, except that, if the merger agreement is
terminated, the Second 50% will be payable on the earlier of January 31, 2000
and the closing of any other merger in which the Company is a constituent
corporation. No retention bonus will be paid if, prior to the date the
applicable portion of the bonus is earned, you voluntarily terminate from the
Company for any reason, you terminate from the Company due to death or
disability, or you are terminated by the Company for cause. As used in this
letter, "cause" is limited to (i) any intentional act of fraud or embezzlement
by you, (ii) your conviction of a felony, (iii) your intentional and material
breach of any nondisclosure or non-competition/non-solicitation provision of any
agreement to which you and the Company or a subsidiary are parties, or (iv) your
intentional and continual failure to perform in all material respects your
duties with the
Company (other than as a result of death or disability) and your failure to cure
the same in all material respects within 30 days after written notice thereof
from the Company, if any such act is demonstrably and materially harmful to the
Company.
The retention bonus is in addition to any other compensation due to you
from the Company. Any payment will be made to you in a lump sum within ten
business days after becoming due, and will be treated as ordinary income subject
to normal federal, state and local tax withholding.
The Company is offering this retention bonus as an incentive for you to
assist the Company during the closing of the merger transaction involving the
Company and MCI WORLDCOM, Inc. Your availability to help our performance and
the Company's efforts in connection with a merger can make a big difference to
the Company, and ultimately to you as well. We hope this retention bonus will
cause you to stay at the Company during this important time in its history.
Only a few selected employees will be participating in this program, and we
therefore ask you to keep this matter confidential.
This letter is not a promise of continued employment. You further
understand that the Company is under no obligation, express or implied, to
complete any particular transaction.
Thanks for your continued assistance and support. Please indicate your
agreement with the foregoing by signing both copies of this letter where
indicated and return one fully executed copy to Xxxxxxx X. Xxxxx at the Company.
Sincerely,
SkyTel Communications, Inc.
By:
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Xxxx X. Xxxxxx
President & Chief Executive Officer
AGREED TO AND ACCEPTED:
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[NAME]
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