Exhibit 10.29
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT between SBA COMMUNICATIONS CORPORATION, a Florida
corporation with its principal place of business at Xxx Xxxx Xxxxxx Xxxx, Xxxx
Xxxxx, Xxxxxxx (the "Company") and XXXXXX X. XXXX ("Xxxx"), is made and entered
into as of this 5th day of September, 2000.
W I T N E S S E T H:
-------------------
WHEREAS, the Company and its subsidiaries engage in the business of
developing, leasing and maintaining wireless telecommunications tower sites; and
WHEREAS, Xxxx and the Company wish to provide for the employment of Xxxx by
the Company on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, it is hereby agreed by and between the parties as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Xxxx and Xxxx hereby
----------
agrees to be employed by the Company on the terms and conditions set forth
herein.
2. TERM. The initial term of employment of Xxxx by the Company hereunder
----
shall commence as of September 20, 2000 and shall end September 19, 2001 (the
"Initial Term"), unless sooner terminated as hereinafter provided. At the end of
the Initial Term, Xxxx'x employment pursuant to this Agreement shall be extended
automatically for successive one (1) year terms of employment, unless either the
Company or Xxxx notifies the other party in writing at least ninety (90) days
prior to the end of the Initial or any later Term of an intention not to renew
this Agreement, in which case this Agreement will terminate at the end of such
Term. All references herein to the "Term" shall refer to both such Initial Term
and any such successive Terms.
3. POSITION AND DUTIES. Xxxx shall initially serve as a Senior Vice
-------------------
President and the General Counsel of the Company. Xxxx shall generally perform
the duties of a general counsel for the Company and shall have such specific
responsibilities, titles, positions, duties and authorities as shall from time
to time be assigned by the President, Chief Executive Officer or the Board of
Directors of the Company. Xxxx shall devote substantially all his working time
and efforts to the business and affairs of the Company and its subsidiaries.
4. COMPENSATION AND RELATED MATTERS.
--------------------------------
(a) Salary. During the period of employment hereunder, Xxxx shall be
------
paid an annual salary at a rate determined by the President, Chief Executive
Officer or the Board of Directors of the Company of not less that $225,000 per
annum (the "Base Salary"). The Base Salary shall be paid in monthly or
semi-monthly installments as shall be the practice of the Company, and may be
paid by the Company or any of its subsidiaries (although it is the Company's
obligation to ensure such Base Salary is paid). Compensation of Xxxx by payments
of Base Salary shall not be deemed exclusive and shall not prevent Xxxx from
participating in
any other compensation or benefit plan of the Company or its subsidiaries. The
Board of Directors, Chief Executive Officer or President of the Company, in its
or his sole discretion, may from time to time authorize increases in the Base
Salary.
(b) Bonuses. In addition to the Base Salary payable to Xxxx hereunder,
-------
Xxxx shall be entitled to receive a bonus hereunder for each calendar year
(prorated for periods of services less than a full calendar year, including any
final year of service) to the extent earned in accordance with performance
targets, measurements and such other criteria as shall be established for such
year by the President, Chief Executive Officer or Board of Directors of the
Company on or before one (1) month after the date hereof and thereafter on or
before March 31 of such year. The annual amount of bonus potential pursuant to
this Section 4(b) shall not be less than 50% of the Base Salary paid to Xxxx,
and the bonus shall be payable by March 31 of the succeeding calendar year or
thirty (30) days following termination of employment.
(c) Expenses. During the Term of Xxxx'x employment, Xxxx shall be
--------
entitled to receive payment or reimbursement for all reasonable expenses
incurred by Xxxx in performing services hereunder, including all expenses of
travel and living expenses while away from home on business or at the request of
and in the service of the Company or its subsidiaries, cell phone expenses and
dues and seminar fees (including, without limitation, the cost of seminars,
educational courses and license fees not to exceed $5,000 per annum necessary
for Xxxx to maintain his active status as a Florida licensed attorney at law);
provided that such expenses are incurred and accounted for in accordance with
the policies and procedures then presently established by the Company.
(d) Other Benefits. Xxxx shall immediately be entitled to participate
--------------
in or receive benefits under any employee benefit plan or arrangement made
available by the Company or its subsidiaries in the future to its executives and
key management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements, which
benefits shall include disability insurance for as long as the Company generally
provides disability insurance to its officers. Any payments, bonuses or benefits
payable to Xxxx hereunder in respect of any calendar year during which Xxxx is
employed by the Company for less than the entire such year shall, unless
otherwise provided in the applicable plan or arrangement, be prorated in
accordance with the number of days in such calendar year during which he is so
employed.
(e) Group or Family Medical Coverage. The Company shall immediately
--------------------------------
cause to be provided at its expense group or family medical insurance coverage
to Xxxx and his dependents under a plan for employees of the Company and such
plan shall include reasonable coverage for medical, hospital, surgical and major
medical expenses and shall be subject to such deductibles as applicable to other
Company employees.
(f) Binding Guarantee. If the value of all vested options granted or
-----------------
restricted stock issued to Xxxx (including any restricted stock issued or
options granted subsequent to commencement of employment) (a) at September 19,
2003, or (b) on an Acceleration Event (as defined in that certain Incentive
Stock Option Agreement dated as of the date hereof), is not worth One Million
($1,000,000) dollars, then the Company will pay to Xxxx (within 30 days
2
following the occurrence of such event) the difference at its option in cash or
freely-tradeable shares of SBA Class A Common Stock at that time. The "value" of
Xxxx'x options shall be the greater of (1) the gross amount realized by Xxxx
upon a sale of the shares less the option exercise price, or (2) the amount
determined by the average closing price per share during the two non-blackout
periods in which Xxxx otherwise could have sold shares immediately prior to
October 4, 2003 or the Acceleration Event, less the average exercise price of
Xxxx'x options calculated as if Xxxx had not exercised any options or sold any
shares during the period between the date of this Agreement and the applicable
date. This Section 4(f) shall survive any termination of this Agreement.
5. LEGAL REQUIREMENTS. Both Xxxx and the Company agree that all legal
------------------
requirements shall be met with respect to United States Federal and foreign (if
applicable) withholding tax requirements, compensation income and the like.
6. TERMINATION. Unless otherwise agreed to in writing by the Company and
-----------
Xxxx, Xxxx'x employment hereunder may be terminated under the following
circumstances:
(a) Death. Xxxx'x death.
-----
(b) Disability. If, as a result of Xxxx'x incapacity due to physical
----------
or mental illness (such incapacity being determined by the Company in its
reasonable discretion), shall have been absent from his full-time duties as
described hereunder for the entire period of six (6) consecutive months, the
Company may terminate Xxxx'x employment hereunder.
(c) Cause.
-----
(i) The Company may terminate Xxxx'x employment hereunder for
Cause. For purposes of this Agreement, "Cause" shall mean that (i) Xxxx is
convicted of a felony which, in the reasonable determination of the Company,
would have a material adverse effect on Xxxx'x ability to perform his duties
hereunder or on the business or reputation of the Company; (ii) Xxxx has
exhibited gross misconduct resulting in material harm to the Company, its
business or reputation; (iii) Xxxx has willfully misappropriated Company assets
or has otherwise willfully defrauded the Company, including without limitation
by fraud, theft, embezzlement, or breach of a fiduciary duty involving personal
profit; (iv) Xxxx has intentionally failed to perform his duties hereunder; or
(v) there has been a material breach of any material provision of this
Agreement. For the purposes of this Section 6(c)(i), no act or failure to act on
Xxxx'x part shall be considered "willful" unless done, or omitted to be done, by
him not in good faith and without reasonable belief that his action or omission
was in the best interests of the Company.
(ii) Notwithstanding the foregoing, any termination of Xxxx shall
not be considered a termination for Cause pursuant to this Section 6(c), and
shall be considered a termination Without Cause pursuant to Section 6(d) hereof,
if such termination is effected without: (1) reasonable notice to Xxxx setting
forth the reasons for the Company's intention to terminate for Cause; (2) an
opportunity for Xxxx to cure the matter constituting "Cause" within a reasonable
period of time; (3) an opportunity for Xxxx, together with his counsel, to be
heard
3
before the Board of Directors of the Company; and (4) delivery to Xxxx of a
Notice of Termination as provided for in Section 8 hereof from the Board of
Directors of the Company finding that in the good faith opinion of the Board of
Directors of the Company Xxxx was guilty of conduct set forth above in clause
(i), and specifying the particulars thereof in detail.
(d) Without Cause. Any termination of Xxxx by the Company (including
-------------
any action which is deemed a termination of Xxxx pursuant to Section 6(f)
hereof), other than a termination pursuant to Section 6(a)-(c) hereof, shall be
deemed a termination Without Cause.
(e) Termination by Xxxx. Xxxx may terminate this Agreement (i) due to
-------------------
Xxxx'x retirement; provided that Xxxx provide the Company with thirty (30) days
written notice, pursuant to Section 8(a), prior to the effective date of such
retirement, as shall be stated in such notice, and (ii) for any reason other
than Xxxx'x retirement; provided that Xxxx provide the Company with sixty (60)
days written notice prior to the effective date of such termination, as shall be
stated in such notice.
(f) Other Events of Termination. The following circumstances shall
---------------------------
specifically be deemed a termination Without Cause of Xxxx'x employment by the
Company:
(i) a vote by the Board of Directors to terminate Xxxx Without
Cause, as defined in Section 6(d) hereof;
(ii) any termination of Xxxx'x employment which does not satisfy
the requirements of Section 6(c)(ii) or which is not effected pursuant to a
Notice of Termination satisfying the requirements of Section 8(a) hereof;
(iii) a breach by the Company of this Agreement, and a subsequent
election by Xxxx to terminate this Agreement pursuant to Section 6(e) above;
(iv) the performance of any other act by the Company which is
designed to prevent and does prevent Xxxx from properly performing the
authorities, duties and responsibilities of his employment hereunder; or
(v) a Change in Control (as defined below) of the Company.
(g) Change in Control. For purposes of this Agreement, "Change in
-----------------
Control" shall be deemed to occur if (i) any "person" as that term is used in
Sections 13 and 14(d)(2) of the Exchange Act), other than Xxxxxx X. Xxxxxxxxx,
is or becomes the beneficial owner (as that term is used in Section 13(d) of the
Exchange Act), directly or indirectly, of twenty-five percent (25%) or more of
the voting stock; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board ceases for
any reason to constitute at least a majority thereof, unless the election or the
nomination for election by the Company's shareholders of each new director was
approved by a vote of at least three-quarters of the directors then still in
office who were directors at the beginning of the period. Any merger,
consolidation or corporate reorganization in which the owners of the Company's
capital stock entitled to vote in the election of directors ("Voting Stock")
prior to said combination own fifty percent (50%) or more of the resulting
entity's Voting Stock shall not, by itself, be considered a Change in Control.
4
7. COMPENSATION UPON TERMINATION
-----------------------------
(a) If Xxxx'x employment is terminated for any reason pursuant to
Section 6(d) or Section 6(f) hereof, the Company shall be obligated to pay to
Xxxx a xxxxxxxxx payment in an amount equal to the Base Salary plus the then
current minimum cash bonus potential, such payment to be made in a lump sum on
or before the fifth day following the Date of Termination; provided, however,
-------- -------
that if the lump sum severance payment under this Section 7(a), either alone or
together with other payments which Xxxx has the right to receive from the
Company, would constitute a "parachute payment" (as defined in Section 280G of
the Internal Revenue Code of 1986, as amended (the "Code")), such lump sum
severance payment shall be reduced to the largest amount as will result in no
portion of the lump sum severance payment under this Section 7(a) being subject
to the excise tax imposed by Section 4999 of the Code. The determination of any
reduction in the lump sum severance payment under this Section 7(a) pursuant to
the foregoing provision shall be made by independent counsel to the Company in
consultation with the independent certified public accounts of the Company. In
addition to the foregoing, the Company shall be obligated to pay to Xxxx all
amounts accrued hereunder and otherwise, through and including the Date of -
Termination, whether such amounts were payable prior to the Date of Termination
or thereafter, and Xxxx shall be entitled to receive any extension of benefits
beyond the Date of Termination, provided that (i) such benefits were received by
Xxxx prior to the Date of Termination and (ii) such extension is customarily
offered by the Company to its employees or is otherwise required by applicable
law.
(b) If Xxxx'x employment is terminated pursuant to Sections 6(a),
6(b), 6(c) or 6(e) hereof, on and after the Date of Termination the Company
shall no longer be obligated to pay Xxxx any amounts payable hereunder for such
period, whether in the form of Base Salary or otherwise, and Xxxx shall have no
right to compensation or other benefits hereunder for any such period.
Notwithstanding the foregoing, the Company shall be obligated to pay to Xxxx all
amounts accrued hereunder and otherwise, through and - including the Date of
Termination, whether such amounts were payable prior to the Date of Termination
or thereafter, and Xxxx shall be entitled to receive any extension of benefits
beyond the Date of Termination, provided that (i) such benefits were received by
Xxxx prior to the Date of Termination and (ii) such extension is customarily
offered by the Company to its employees or is otherwise required by applicable
law.
(c) Notwithstanding the foregoing or anything contained herein to the
contrary, in no event shall the total amount of payments made under this Section
7 of this Agreement on account of termination under Section 6(f)(v) hereof
exceed three times the "base amount" minus one dollar. "Base Amount" means the
average annualized compensation income from the Company includible in Xxxx'x
gross income for Federal income tax purposes over the five-year period (or such
lesser period as Xxxx shall have been employed) preceding the year in which
Xxxx'x employment is terminated. This paragraph, and the language therein, shall
be interpreted consistently with Section 280G of the Internal Revenue Code of
1986, as amended, and any regulations thereunder.
(d) The foregoing provisions shall be in addition to, and not in
limitation of, Xxxx'x rights to exercise stock options granted to him or sell
any restricted stock issued to him and Xxxx'x rights under Section 4(f) in
connection therewith.
5
8. NOTICE OF TERMINATION AND EFFECTIVE DATE.
----------------------------------------
(a) Any termination of Xxxx'x employment by the Company or by Xxxx
(other than termination pursuant to Section 6(a) hereof) shall be communicated
by written Notice of Termination to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall (i)
indicate the specific termination provisions in this Agreement relied upon; (ii)
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Xxxx'x employment under the provision so indicated; and
(iii) contain any other information required by this Agreement.
(b) For purposes of this Agreement, "Date of Termination" shall mean:
(i) if Xxxx'x employment is terminated by his death, the date of his death; (ii)
if Xxxx'x employment is terminated pursuant to Section 6(b) hereof, the
expiration of six (6) consecutive months of Xxxx'x incapacity due to physical or
mental illness, as set forth in Section 6(b) hereof (provided that Xxxx shall
not have returned to the performance of his duties on a full-time basis during
such six (6) month period); (iii) if Xxxx'x employment is terminated pursuant to
Section 6(c) or 6(d) hereof, the date that the Notice of Termination is
communicated to Xxxx pursuant to Section 8(a) hereof; (iv) if Xxxx'x employment
is terminated pursuant to Section 6(e) hereof, the termination date stated in
the written notice received by the Company; or (v) if deemed terminated pursuant
to Section 6(f) hereof, the date of such action which is deemed a termination of
Xxxx by the Company.
9. RESTRICTIVE COVENANT. Upon any cessation of employment hereunder other
--------------------
than one pursuant to Sections 6(d) or 6(f), Xxxx agrees that for the period
commencing on the Date of Termination and ending on the date which is one (1)
year from the Date of Termination, Xxxx will not, directly or indirectly:
(i) engage in any trade or business directly competitive with
that of the Company or any of its subsidiaries, anywhere in the United States or
such other country or countries in which the Company actively engages in its
trade or business as of the Date of Termination (the "Territory");
(ii) become associated as a manager, supervisor, employee,
consultant, advisor, control shareholder (either individually or as part of an
affiliated group), or otherwise of any person, corporation or entity engaging in
any trade or business directly competitive with the Company or any of its
subsidiaries anywhere in the Territory;
(iii) call upon any client or clients of the Company or any of
its subsidiaries for the purpose of selling or soliciting for any person,
corporation or entity, other than the Company or its subsidiaries, sales of any
products, processes, or services directly competitive with those of the Company
within the Territory;
(iv) divert, solicit or take away any such client or clients of
the Company or any of its subsidiaries for the purpose of selling any products
or services directly competitive with those of the Company or any of its
subsidiaries; and service any contracts or accounts relating to any products or
services directly competitive with those of the Company or
6
any of its subsidiaries for any person, corporation or entity other than the
Company or any of its subsidiaries; or
(v) induce, influence, combine or conspire with, or attempt to
induce, influence, combine or conspire with, any of the officers or employees of
the Company to terminate his or her employment with or to directly compete
against the Company, any of its present or future subsidiaries, or any of the
Company's present or future affiliates about which Xxxx obtained any knowledge
of the business or operation of such affiliate during the Term of this
Agreement.
The provisions of this Section 9 shall not apply to Xxxx in the event of a
termination of employment hereunder pursuant to Sections 6(b), 6(d) or 6(f) or
the Company electing not to renew any Term. The provisions of this Section 9
shall not preclude Xxxx after the Date of Termination from engaging in the
practice of law as a shareholder, partner or employee of a law firm regardless
of whether he provides legal services to a person or entity which engages in a
trade or business competitive with that of the Company or any of its
subsidiaries. Should any of the time periods or the geographic area set forth in
this Section 9 be held to be unreasonable by any court of competent subject
matter jurisdiction, the parties hereto agree to petition such court to reduce
the time period or geographic area to the maximum permitted by governing law.
10. CONFIDENTIALITY.
---------------
(a) In the course of this employment, the Company or any of its
subsidiaries may disclose or make known to Xxxx, and Xxxx may be given access to
or may become acquainted with, certain information, trade secrets or both,
including but not limited to confidential information and trade secrets
regarding tapes, computer programs, designs, skills, procedures, formulations,
methods, documentation, drawings, facilities, customers, policies, marketing,
pricing, customer lists and leads, and other information and know-how, all
relating to or useful in the Company's business or the business of its
subsidiaries and/or affiliates (collectively, the "Information"), and which the
Company considers proprietary, desires to maintain confidential and is not in
the public domain. During the Term of this Agreement and at all times
thereafter, Xxxx shall not in any manner, either directly or indirectly,
divulge, disclose or communicate to any person or firm, (except to or for the
Company's benefit as directed by the Company or as required by law, regulation,
subpoena, court order or the rules governing Xxxx as a Florida attorney), any of
the Information which he may have acquired in the course of or as an incident to
his employment by the Company, the parties agreeing that such information
affects the successful and effective conduct of the Company's business and its
goodwill, and that any breach of the terms of this Section 10 is a material
breach of this Agreement.
(b) All equipment, documents, memoranda, reports, records, files,
materials, samples, books, correspondence, lists, other written and graphic
records, and the like (collectively, the "Materials") affecting or relating to
the business of the Company or of its subsidiaries and/or affiliates, which Xxxx
shall prepare, use, construct, observe, possess or control shall be and remain
the Company's sole property or in the Company's exclusive custody, and must not
be removed from the premises of the Company except as directed by the Company's
President, Chief Executive Officer or Board of Directors in writing. Promptly
upon termination of the Agreement, of Xxxx'x employment hereunder for any
reason, or otherwise
7
upon request of the President or Chief Executive Officer of the Company, the
Information, the Materials and all copies thereof in the custody or control of
Xxxx shall be delivered to the Company.
11. NOTICE. All notices, requests, consents and other communications
------
required or permitted under this Agreement shall be in writing (including
electronic transmission) and shall be (as elected by the person giving such
notice) hand delivered by messenger or courier service, electronically
transmitted, or mailed (airmail if international) by registered or certified
mail (postage prepaid), return receipt requested, addressed to:
If to the Executive: Xxxxxx X. Xxxx
If to the Company: SBA Communications Corporation
Xxx Xxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxx Xxxxx, XX 00000
Attn: President
or to such other address as any party may designate by notice complying with the
provisions of this Section. Each such notice shall be deemed delivered (a) on
the date delivered if by personal delivery; (b) on the date of transmission with
confirmed answer back if by electronic transmission; and (c) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
12. AMENDMENTS. The provisions of this Agreement may not be amended,
----------
supplemented, waived or changed orally, but only by a writing signed by the
party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
13. ASSIGNMENTS. No party shall assign his or its rights and/or obligations
-----------
under this Agreement without the prior written consent of each other party to
the Agreement.
14. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Confirmation of execution
by electronic transmission of a facsimile signature page shall be binding upon
any party so confirming.
15. ENFORCEMENT COSTS. If any civil action or other legal proceeding
-----------------
arising out of or related to this Agreement is brought for the enforcement of
this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provision of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees, sales and use taxes, court costs and all expenses
even if not taxable as court costs (including, without limitation, all such
fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy
and post-judgment proceedings), incurred in that civil action or
8
legal proceeding, in addition to any other relief to which such party or parties
may be entitled. Attorneys' fees shall include, without limitation, paralegal
fees, investigative fees, administrative costs, sales and use taxes and all
other charges billed by attorney to the prevailing party.
16. EQUITABLE REMEDIES. Xxxx acknowledges that the services to be rendered
------------------
by Xxxx hereunder are extraordinary and unique and are vital to the success of
the Company, and that damages at law would be an inadequate remedy for any
breach or threatened breach of this Agreement by Xxxx. Therefore, in the event
of a breach or threatened breach by Xxxx of any provision of this Agreement, the
Company shall be entitled, in addition to all other rights or remedies, to an
injunction restraining such breach, without the Company being required to show
any actual damage or to post an injunction bond.
17. GOVERNING LAW. This Agreement and all transactions contemplated by this
-------------
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Florida.
18. JURISDICTION AND VENUE. The parties acknowledge that a substantial
----------------------
portion of the negotiations, anticipated performance and execution of this
Agreement occurred or shall occur in Palm Beach County, Florida. Any civil
action or legal proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of Florida in Palm Beach County or
the United States District Court, Southern District of Florida, West Palm Beach
Division. Each party consents to the jurisdiction of such court in any such
civil action or legal proceeding and waives any objection to the laying of venue
of any such civil action or legal proceeding in such court. Service of any court
paper may be effected on such party by mail, as provided in this Agreement, or
in such other manner as may be provided under applicable laws, rules of
procedure or local rules.
19. THIRD PARTIES. Unless expressly stated herein to the contrary, nothing
-------------
in this Agreement, whether express or implied, is intended to confer any rights
or remedies under or by reason of this Agreement on any persons other than the
parties hereto and their respective administrators, executors, other legal
representatives, heirs, successors and permitted assigns. Nothing is this
Agreement is intended to relieve or discharge the obligation or liability of any
third persons to any party to this Agreement, nor shall any provision give any
third person any right of subrogation or action over or against any party to
this Agreement.
20. SEVERABILITY. If any provision of this Agreement or any other agreement
------------
entered into pursuant hereto is contrary to, prohibited by or deemed invalid
under applicable law or regulation, such provision shall be inapplicable and
deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible. If any provision of this Agreement may be
construed in two or more ways, one of which would render the provision invalid
or otherwise voidable or unenforceable and another of which would render the
provision valid and enforceable, such provision shall have the meaning which
renders it valid and enforceable.
21. ENTIRE AGREEMENT. This Agreement and the other documents executed by
----------------
the parties in connection herewith (including that certain Incentive Stock
Option Agreement and Restricted Stock Agreement) represent the entire
understanding and agreement between the
9
parties with respect to the subject matter hereof, and supersedes all other
negotiations, understandings and representations (if any) made by and between
such parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
SBA COMMUNICATIONS CORPORATION
By: _______________________________
Xxxxxxx X. Xxxxxx, President
-----------------------------------
XXXXXX X. XXXX
10
