EXHIBIT 10.7
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is entered into as of this 8th day
of July, 1997, by and between Price Communications Wireless, Inc. ("PCW"), a
Delaware corporation formerly known as Price Communications Cellular Merger
Corp., and Xxxxxxx X. Xxxx (the "EXECUTIVE").
WHEREAS, Xxxxxx Wireless, Inc., a Delaware corporation (the "COMPANY"), and
the Executive are parties to an Amended Employment Agreement dated as of March
21, 1995 (the "XXXXXX AGREEMENT") pursuant to which the Executive has been
employed as Chief Executive Officer and President of the Company;
WHEREAS, PCW, Price Communications Corporation ("PCC"), the parent
corporation of PCW, and the Company are parties to an Agreement and Plan of
Merger dated as of May 23, 1997 (the "MERGER AGREEMENT") pursuant to which PCW
shall merge (the "MERGER") with and into the Company, and the Company, which
concurrently with or subsequent to the Merger will change its name to Price
Communications Wireless, Inc., shall be the surviving corporation;
WHEREAS, as a result of the Merger, the Company shall succeed to and become
fully benefitted and bound by all of the rights and obligations of PCW,
including without limitation this Employment Agreement;
WHEREAS, simultaneously with, and conditioned upon the occurrence of, the
Effective Time of the Merger under the Merger Agreement, the Xxxxxx Agreement
shall be hereby automatically terminated and superseded and replaced in its
entirety by this Agreement, and the Company shall employ the Executive and the
Executive shall be employed by the Company from and after the Effective Time, on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:
1. EMPLOYMENT. On the terms and conditions set forth in this Agreement,
the Company shall employ the Executive and the Executive shall be
employed by the Company for the term act forth in Section 2 hereof and in the
position and with the duties set forth in Section 3 hereof.
2. TERM. The term of this Agreement shall commence on the Effective Time
of the Merger, and end on December 31, 1999 (the "EXPIRATION DATE"), unless
sooner terminated by either party as hereinafter set forth, PROVIDED, that the
parties may at any time agree that the Company will continue to engage the
Executive as consultant for a period of one (1) year after December 31, 1999
during which period the Company shall pay to the Executive an annual salary
equal to 50% of the Base Salary (as hereinafter denied) and during which period
the Executive shall be entitled to participate in such plans and to receive such
fringe benefits as are set forth in EXHIBIT A attached hereto and made a part
hereof.
3. POSITION AND DUTIES. The Executive shall serve as Chief Executive
Officer and President of the Company, with such duties and responsibilities as
the board of directors of PCC (the "BOARD") and/or the Chief Executive Officer
of PCC may from time to time determine and assign to the Executive. The
Executive shall devote the Executive's reasonable best efforts and substantially
full business time to the performance of the Executive's duties and the
advancement of the business and affairs of the Company.
4. PLACE OF PERFORMANCE. In connection with the Executive's employment
by the Company, the Executive shall be based at the principal executive offices
of the Company, which the Company retains the right to change in its discretion,
or such other place as the Company and the Executive mutually agree, except for
required travel on Company business.
5. COMPENSATION
5(a) BASE SALARY. The Company shall pay to the Executive an annual
base salary (the "BASE SALARY") at the rate of $500,000 per year. The Base
Salary shall be payable biweekly or in such other installments as shall be
consistent with the Company's payroll procedures.
5(b) LUMP SUM PAYMENT. In consideration of the termination of the
Xxxxxx Agreement and in full discharge of all liabilities and obligations
of the Company thereunder, the Company shall pay to the Executive a single
lump sum payment of $1,403,835 at the Effective Time.
5(c) STOCK OPTIONS. At or promptly after the Effective Time, the
Company shall cause to be granted to the Executive options to purchase
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one hundred thousand (100,000) shares of Common Stock of PCC (the
"OPTIONS") under the Price Communications Corporation 1992 Long Term
Incentive Plan (the "OPTION PLAN"). The exercise price per share of the
Options shall be the Fair Market Value, as such term is defined in the
Option Plan, of such share on the business day before the Effective
Time. The Option shall become exercisable one year from the Effective
Time. The agreement under which the Options are granted shall include
anti-dilution protections typical for employee stock options in the
event of any stock dividend or distribution, stock split or reverse
stock split, split-up, combination or exchange of shares,
recapitalization or similar change affecting the Common Stock of PCC.
5(d) TERMS. In the event that the Company's 1998 EBITDA (as such
terms is defined in Exhibit B hereto) exceeds by at least $1,000,000 is
projected EBITDA target for such year of $81,500,000 (the "CASH FLOW
TARGET"), PROVIDED that the Board shall make equitable adjustment
("ADJUSTMENTS") in good faith in such Cash Flow Target in the event that
the Company sells or purchases material properties during such year, the
Executive and other key employees of the Company (collectively, the "BONUS
POOL") shall be entitled to receive a bonus as follows:
(i) FIRST TRANCHE. If 1998 EBITDA exceeds the Cash Flow
Target, subject to any Adjustments, by at least $1,000,000, the Bonus
Pool shall be entitled to receive a total cash bonus equal to 221/2%
of the excess (up to an excess amount of $1,000,000) of 1998 EBITDA
above $81,500,000, 5% of which shall be payable to the Executive and
171/2% of which shall be payable to such other key employees of the
Company as the Executive shall determine after consultation with the
Chief Executive Officer of PCC.
(ii) SECOND TRANCHE. If 1998 EBIDTA exceeds the Cash Flow
Target, subject to any Adjustments, by at least $2,000,000, the Bonus
Pool shall be entitled to receive a total cash bonus equal to 271/2%
of the excess (up to an excess amount of $1,000,000) of 1998 EBITDA
above $82,500,000, 5% of which shall be payable to the Executive and
221/2% of which shall be payable to such other key employees of the
Company as the Executive shall determine after consultation with the
Chief Executive Officer of PCC.
(iii) THIRD TRANCHE. If 1998 EBITDA exceeds the Cash Flow
Target, subject to any Adjustments, by at least $3,000,000, the Bonus
Pool shall be entitled to receive a total cash bonus equal to 321/2%
of the excess (up to an excess amount of $1,000,000) of
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1998 EBITDA above $83,500,000, 5% of which shall be payable to the
Executive and 271/2% of which shall be payable to such other key
employees of the Company as the Executive shall determine after
consultation with the Chief Executive Officer of PCC.
(iv) FOURTH TRANCHE. If the 1998 EBITDA exceeds the Cash
Flow Target, subject to any Adjustments, by at least $4,000,000 the
Bonus Pool shall be entitled to receive a total cash bonus equal to
371/2% of the excess of 1998 EBITDA above $84,500,000, 5% of which
shall be payable to the Executive and 321/2% of which shall be payable
to such other key employees of the Company as the Executive shall
determine after consultation with the Chief Executive Office of PCC.
The Company's 1998 EBITDA shall be determined by the Company's regularly
employed independent certified public accountants, the determination of which
shall be conclusive and binding upon the Company and the Executive.
The Company and the Executive intend to agree upon an appropriate bonus
plan for 1999 prior to the end of the 1998.
(e) OTHER BENEFITS. The Executive shall be entitled to participate
in such plans and to receive such fringe benefits as are set forth in
EXHIBIT A attached hereto and made a part hereof.
(f) VACATION; HOLIDAYS. The Executive shall be entitled to all
public holidays observed by the Company and vacation days in accordance
with the applicable vacation policies for senior executives of the Company,
which shall be taken at a reasonable time or times.
(g) WITHHOLDING TAXES AND OTHER DEDUCTIONS. To the extent required
by law, the Company shall withhold from any payments due Executive under
this Agreement any applicable federal, state or local taxes and such other
deductions as are prescribed by law or Company policy.
6. EXPENSES. The Company shall reimburse the Executive for all
reasonable expenses incurred by the Executive (in accordance with the policies
and procedures in effect for senior executives for the Company) in connection
with the Executive's services under this Agreement. The Executive shall account
to the Company for such expenses in accordance with policies and procedures
established by the Company.
7. CONFIDENTIAL INFORMATION.
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7(a) The Executive covenants and agrees that the Executive will not
ever, without the prior written consent of the Board or a person authorized
by the Board, publish or disclose to any unaffiliated third party or use
for the Executive's personal benefit or advantage any confidential
information with respect to any of the Company's or any of its affiliates
products, services, subscribers, marketing techniques, methods or future
plans disclosed to the Executive as a result of the Executive's employment
with the Company, to the extent such information has heretofore remained
confidential (except for unauthorized disclosures) and except as otherwise
ordered by a court of competent jurisdiction.
7(b) The Executive acknowledges that the restrictions contained in
Section 7(a) hereof are reasonable and necessary, in view of the nature of
the Company's business, in order to protect the legitimate interests of the
Company, and that any violation thereof would result in irreparable injury
to the Company. Therefore, the Executive agrees that in the event of a
breach of threatened breach by the Executive of the provisions of Section
7(a) hereof, the Company shall be entitled to obtain from any court of
competent jurisdiction, preliminary or permanent injunctive relief
restraining the Executive from disclosing or using any such confidential
information. Nothing herein shall be construed as prohibiting the Company
from pursuing any other remedies available to its for such breach or
threatened breach, including, without limitation, recovery of damages from
the Executive.
7(c) The Executive shall deliver promptly to the Company on
termination of employment, or at any other time the Company may so request,
all confidential memoranda, notes, records, reports and other documents
(and all copies thereof) relating to the Company's and its affiliates'
businesses which the Executive obtained while employed by, or otherwise
serving or acting on behalf of, the Company or which the Executive may then
posses or have under his or her control.
8. NON-COMPETITION.
8(a) NON-COMPETITION. The Executive covenants and agrees that the
Executive will not, during the Executive's employment hereunder and for a
period of one (1) year thereafter (to the extent permitted by law), at any
time and in any state or other jurisdiction in which the Company or any of
its affiliates is engaged or has reasonably firm place to engage in
business, (i) compete with the Company or any of its affiliates on behalf
of the Executive or any third party; (ii) participate as a director, agent,
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representative, stockholder or partner or have any direct or indirect
financial interest in any enterprise which engages in the cellular business
or any other business in which the Company or any of its affiliates is
engaged; or (iii) participate as an employee or officer in any enterprise
in which the Executive's responsibility relates to the cellular business or
any other business in which the Company or any of its affiliates is
engaged. The ownership by the Executive of less than five percent (5%) of
the outstanding stock of any corporation listed on a national securities
exchange conducting any such business shall not be deemed a violation of
this Section 8(a).
8(b) INJUNCTIVE RELIEF. In the event the restrictions against
engaging in a competitive activity contained in Section 8(a) hereof shall
be determined by any court of competent jurisdiction to be unenforceable by
reason of their extending for too great a period of time or over too great
a geographical area or by reason of their being too extensive in any other
respect, Section 8(a) hereof shall be interpreted to extend only over the
maximum period of time for which it may be enforceable and over the maximum
geographical area as to which it may be enforceable and to the maximum
extent in all other respects as to which it may be enforceable, all as
determined by such court in such action.
8(c) NON-SOLICITATION. The Executive covenants and agrees that the
Executive will not, during the Executive's employment hereunder and for a
period of one (1) year thereafter induce or attempt to induce any employee
of the Company or any of the Company's affiliates to render services for
any other person, firm, or corporation.
9. TERMINATION OF EMPLOYMENT.
9(a) DEATH. The Executive's employment hereunder shall terminate
upon the Executive's death.
9(b) BY THE COMPANY. The Company may terminate the Executive's
employment hereunder under the following circumstances:
(i) If the Executive shall have been unable to perform all
of the Executive's duties hereunder by reason of illness, physical or
mental disability or other similar incapacity, which inability shall
continue for more than three (3) consecutive months, the Company's may
terminate the Executive's employment hereunder.
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(ii) The Company may terminate the Executive's employment
hereunder for "Cause." For purposes of this Agreement, "Cause" shall
mean (A) willful refusal by the Executive to follow a written order of
the Board of Directors, (B) the Executive's willful engagement in
conduct materially injurious to the Company or any of its affiliates,
(C) dishonesty of a material nature that relates to the performance of
the Executive's duties under this Agreement, (D) the Executive's
conviction for any felony involving moral turpitude, or (E)
unreasonable neglect or refusal on the part of the Executive to
perform the Executive's reasonably assigned duties and obligations
hereunder (unless significantly changed without Executive's consent).
In addition, the Company may terminate the Executive's employment for
"Cause" if the normal business operations of the Company are rendered
commercially impractical as a consequences of an act of God, accident,
fire, labor controversy, riot or civil commotion, act of public enemy,
law, enactment, rule, order, or any act of government or governmental
instrumentality, failure of facilities, or other cause of a similar or
dissimilar nature that is not reasonably within the control of the
Company or which the Company could not, by reasonable diligence, have
avoid.
9(c) BY THE EXECUTIVE. The Executive may terminate the Executive's
employment hereunder for "Good Reason." For purposes of this Agreement,
"Good Reason" shall mean (i) the Company's failure to perform or observe
any of the material terms or provisions of this Agreement, and the
continued failure of the Company to cure such default within thirty (30)
days after written demand for performance has been given to the Company by
the Executive, which demand shall describe specifically the nature of such
alleged failure to perform or observe such material forms or provisions;
(ii) a material reduction in the scope of the Executive's responsibilities
and duties; (iii) any relocation of the Executive not consented to by the
Executive so that the Executive is not based in the State of Georgia or in
(or within 50 miles of) the licensed service areas currently served by
Xxxxxx Wireless, Inc.; or (iv) any termination by the Executive in the
Executive's sole discretion within one (1) year after the date of a Change
in Control (as hereinafter defined) of PCC or the Company. For purposes of
this Agreement, a "Change in Control" of PCC or the Company shall be deemed
to have occurred if after the Effective Time (A) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT")), other than (i) a wholly-owned subsidiary
of PCC; (ii) any person currently a "beneficial owner" (as defined in Rule
13d-3 under
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the Exchange Act) of PCC's securities; or (iii) (x) members of the Price
family who own capital stock of PCC on the date hereof, any affiliate of
any such family member that is wholly-owned directly or indirectly by any
such family member, or any "group" (as such terms is used in Section 13(d)
of the Exchange Act) that includes one or more of such family members or
affiliates, or (y) PriCellular Corporation, becomes, after the date hereof,
the beneficial owner, directly or indirectly, or securities of PCC
representing fifty (50%) percent or more of the combined voting power of
PCC's then outstanding securities; (B) during any two (2) year period,
individuals who at the beginning of such period constitute the Board,
including for this purpose any new director whose election resulted from a
vacancy on the Board caused by the resignation, mandatory retirement,
death, or disability of a director and was approved by a vote of at least
two-thirds (2/3rds) of the directors then still in office who were
directors at the beginning of the period, cause for any reason to
constitute a majority thereof; (C) PCC consummates a merger or
consolidation of PCC with or into another corporation (other than a
corporation described in clause (ii) or (iii) of clause (A) above), the
result of which is that the stockholders of PCC immediately prior to the
consummation of such merger or consolidation own less than sixty (60%)
percent of the combined voting power of the securities of the corporation
surviving or resulting from the merger or consolidation or of a corporation
owning, directly or indirectly, one hundred (100%) percent of the total
equity of such surviving or resulting corporation; (D) the sale in one or a
series of transactions of all or substantially all of the assets of PCC
other than to an equity described in clause (ii) or (iii) of clause (A)
above or an entity of which the stockholders of PCC immediately prior to
the consummation of such sale own directly or indirectly sixty (60%)
percent or more of the combined voting power of the securities therefore;
or (E) any one transaction, or series of transactions, the result of which
is that the Company or substantially all of the assets of the Company are
owned by an entity or entities not owned or controlled directly or
indirectly by PCC, by any entity described in clause (ii) or (iii) of
clause (A) above, or by an entity of which the stockholders of PCC
immediately prior to the completion of such transactions own directly or
indirectly sixty (60%) percent of more of the combined voting power of the
securities thereof.
9(d) MUTUAL TERMINATION RIGHT. The Executive may terminate the
Executive's employment hereunder, or the Company may terminate the
Executive's employment hereunder, in the event of the failure of the
Company to achieve the Cash Flow Target for 1998, subject to any
Adjustments.
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9(e) NOTICE OF TERMINATION. Any termination of the Executive's
employment by the Company or the Executive (other than pursuant to Section
9(a) hereof) shall be communicated by written "Notice of Termination" to
the other party hereto in accordance with Section 11 hereof. For purposes
of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied
upon, if any, and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
9(f) DATE OF TERMINATION. For purposes of this Agreement, the "Date
of Termination" shall mean (i) if the Executive's employment is terminated
by the Executive's death, the date of the Executive's death; (ii) if the
Executive's employment is terminated pursuant to Section 9(b)(i) hereof,
thirty (30) days after Notice of Termination, provided that the Executive
shall not have returned to the performance of the Executive's duties on a
full-time basis during such 30-day period; (iii) if the Executive's
employment is terminated pursuant to Section 9(b)(ii) , 9(c) or 9(d)
hereof, the date specified in the Notice of Termination; and (iv) if the
Executive's employment is terminated for any reason, the date on which
Notice of Termination is given.
10. COMMUNICATION UPON TERMINATION.
10(a) If the Executive's employment is terminated by the Executive's
death, the Company shall pay to the Executive's estate, or as may be
directed by the legal representatives of such estate, the Executive's full
Base Salary through the Date of Termination and all other accrued and
unpaid amounts, if any, to which the Executive is entitled as of the Date
of Termination in connection with any fringe benefits under any plan or
program of the Company pursuant to Section 5(a) hereof, at the time such
payments are due, and the Company shall have no further obligations to the
Executive under this Agreement.
10(b) If the Company terminates the Executive's employment pursuant
to Section 9(b)(i) hereof, the Company shall pay the Executive the
Executive's full Base Salary through the Date of Termination and all other
accrued and unpaid amounts, if any, to which the Executive is entitled as
of the Date of Termination in connection with any fringe benefits under any
plan or program of the Company pursuant to Section 5(c) hereof at the time
such payments are due, and the Company shall have no further obligations to
the Executive under this Agreement; PROVIDED that payments so made to the
Executive during any period that the
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Executive is unable to perform all of the Executive's duties hereunder by
reason of illness, physical or mental illness or other similar incapacity
shall be reduced by the sum of the amounts, if any, payable to the
Executive at or prior to the time of any such payment under disability
benefit plans of the Company and which amounts were not previously applied
to reduce any such payment.
10(c) If the Company terminates the Executive's employment for Cause
as provided in Section 9(b)(ii) hereof, or if the Company or the Executive
terminates this Agreement under Section 9(d) hereof, the Company shall pay
the Executive the Executive's full Base Salary through the Date of
Termination and all other accrued and unpaid amounts, if any, to which
Executive is entitled as of the Date of Termination in connection with any
fringe benefits under any plan or program of the Company pursuant to
Section 5(c) hereof at the time such payments are due, and the Company
shall have no further obligations to the Executive under this Agreement.
10(d) If the Executive terminates the Executive's employment other
than for Good Reason, the Company shall pay the Executive the Executive's
full Base Salary through the Date of Termination and all other accrued and
unpaid amounts, if any, to which Executive is entitled as of the Date of
Termination in connection with any fringe benefits under any plan or
program of the Company pursuant to Section 5(a) hereof at the time such
payments are due, and the Company shall have no further obligations to the
Executive under this Agreement.
10(e) If the Company terminates the Executive's employment other than
for Cause, disability or death and other pursuant to Section 9(d) hereof,
or the Executive terminates the Executive's employment for Good Reason as
provided in Section 9(c)(i), (ii), (iii) or (iv) hereof, the Company shall
pay the Executive (A) the Executive's full Base Salary through the Date of
Termination and all other accrued and unpaid amounts, if any, to which the
Executive is entitled as of the Date of Termination in connection with any
fringe benefits under any plan or program of the Company pursuant to
Section 5(e) hereof at the time such payments are due; and (B) the full
Base Salary through the Expiration Date, any other amounts that would have
been payable to the Executive under Section 5(c) hereof from the Date of
Termination through the Expiration Date (or benefits comparable in value to
the benefits provided under Section 5(e)), and any bonus amount provided in
the next sentence hereof, at the time such payments would otherwise have
been due in accordance with the Company's normal payroll practices, and the
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Company shall have no further obligations to the Executive under this
Agreement. For purposes of clause (B) of this paragraph, the Executive
will be considered to be entitled pursuant to this Section 10(e) to a bonus
amount equal to the cash bonus, if any, payable to the Executive pursuant
to Section 5(d) hereof in respect of the Company's fiscal year during which
the Executive's Date of Termination occurs determined by multiplying the
amount of such bonus by a fraction of the numerator of which is the number
of days elapsed in such fiscal year prior to such Date of Termination and
the denominator of which is 365.
10(f) MITIGATION. The Executive shall not be required to mitigate
amounts payable pursuant to Section 10 hereof by seeking other employment
PROVIDED, HOWEVER, that the Company's obligation to continue to provide the
Executive with fringe benefits pursuant to Section 10(e) above shall cease
if the Executive becomes eligible to participate in fringe benefits
substantially similar to those provided for in this Agreement as a result
of the Executive's subsequent employment during the period that the
Executive is entitled to such fringe benefits.
11. NOTICES. All notices, demands, request or other communications
required or permitted to be given or made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follow:
(a) If to the Company:
Price Communications Wireless, Inc.
c/o Price Communications Corporation
00 Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxx
(b) If to the Executive:
Xxxxxxx X. Xxxx
00000 Xxxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxx 00000-0000
Telecopy: (000) 000-0000
or to such other address as may be designated by either party in a notice to the
other. Each notice, demand, request or other communication that shall be given
or
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made in the manner described above shall be deemed sufficiently given or made
for all purposes three (3) days after it is deposited in the U.S. mail, postage
prepaid, or at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the telecopy confirmation, the answer back or the
affidavit of the messenger being deemed conclusive evidence of such delivery) or
at such time as delivery is refused by the addressee upon presentation.
12. SEVERABILITY. The invalidity or inenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect.
13. SURVIVAL. It is the express intention and agreement of the parties
hereto that the provisions of Sections 7 and 8 hereof shall survive the
termination of employment of the Executive. In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.
14. ASSIGNMENT. The rights and obligations of the parties to this
Agreement shall not be assignable, except that the rights and obligations of the
Company hereunder shall be assignable in connection with any subsequent merger,
consolidation, sale of all or substantially all of the assets of the Company or
similar reorganization of a successor corporation.
15. BINDING EFFECT. The effectiveness of this Agreement shall be subject
to and conditioned upon the consummation of the Merger, and this Agreement shall
be of no force and effect if the Merger shall fail to be consummated for any
reason. Subject to any provisions hereof restricting assignment, this Agreement
shall be binding upon the parties hereto and shall inure to the benefit of the
parties and their respective heirs, divisors, executors, administrators, legal
representatives, successors and assigns. The Agreement may not be assigned by
the Executive, and shall not inure to the benefit of or be enforceable by any
person or entity other than as aforesaid, including without limitation any
employee of the Company or member of the "Bonus Pool" referred to above. The
parties recognize that PCC is currently studying a possible reorganization
whereby PCC may become a wholly-owned subsidiary of a newly organized holding
company with stockholders consisting of the stockholders of PCC immediately
prior to such reorganization together with certain stockholders of Xxxxxx
Wireless, Inc.; references herein to PCC shall be deemed to be to any such
holding company from and after the consummation of any such reorganization.
16. AMENDMENT; WAIVER. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a
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default under any of the provisions of this Agreement, nor the failure of either
of the parties, on one or more occasions, to enforce any of the provisions of
this Agreement or to exercise any right or privileges hereunder, shall
thereafter be construed as a waiver of any subsequent breach or default of a
similar nature, or as a waiver of any such provisions, rights or privileges
hereunder.
17. HEADINGS. Section and subsection headings contained in this Agreement
are inserted for convenience of reference only, shall not be deemed to be a part
of this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
18. GOVERNING LAW. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Florida (but not
including the choices of law rules thereof).
19. ENTIRE AGREEMENT. The Agreement constitutes the entire agreement
between the parties respecting the employment of Executive by the Company, there
being no representations, warranties or commitments except as set forth herein.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
have caused this Agreement to be duly executed on their behalf, as of the day
and year first herein above written.
PRICE COMMUNICATIONS WIRELESS, INC.
By:
---------------------------
Name: Xxxxxx Xxxxx
Title: President
THE EXECUTIVE
------------------------------
Xxxxxxx X. Xxxx
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Exhibit A
FRINGE BENEFITS
1. Medical, dental, vision and prescription insurance
a. Family coverage. Claim payment daily.
b. Executive expense reimbursement by Company of all deductibles and
non-insured items. Paid quarterly.
2. $50,000 Term life policy - monthly premium
3. Long-term care insurance - monthly premium
a. Coverage-$1,000 per month for three years
4. Disability insurance protection-monthly premium
a. Short-term: 60% of Gross Salary. Benefits payable weekly for
maximum of 24 weeks.
b. Long-term: 60% of Gross Salary after short-term benefits expire.
Payable monthly until return to work, reach 65 or dies.
5. 401-K
a. Defer up to 10% of Base Salary
b. Company match of 50% up to 6% of Base Salary. Paid quarterly.
c. Annual payment by Company of 7% of Base Salary as a retirement
benefit. Annual payment.
6. Auto Allowance $6,000 annually. Paid bi-weekly.
7. Reimbursement of annual tax services and financial planning services.
Annual payment.
8. Automobile registration and automobile insurance reimbursement.
9. Semi-annual payment. Club dues. Paid quarterly.
10. Free cellular mobile and portable service (demos).
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