ASSIGNMENT OF EMPLOYMENT AGREEMENT
THIS ASSIGNMENT OF EMPLOYMENT AGREEMENT
("Assignment"),dated the 27th day of April, 2010, is made by and between UniTek
USA, LLC, a Delaware limited liability company (“Assignor”) and Berliner
Communications, Inc., a Delaware corporation ("Assignee"), and consented to by
Xxxxx Xxxxxxxxx (“Employee”).
WITNESSETH:
WHEREAS, Assignor and Employee are a
party to a certain Employment Agreement, dated July 5, 2009, as amended by
Amendment No. 1 to Employment Agreement, dated December 23, 2009 (together, the
“Employment Agreement”);
WHEREAS, Assignor’s affiliates and
Assignee consummated a merger transaction on January 27, 2010, and immediately
following the merger, Assignee’s Board of Directors duly appointed Employee as
the Chairman and President of Assignee;
WHEREAS, pursuant to due authorization,
Assignor is executing and delivering this instrument for the purpose of
assigning to and vesting in Assignee all of Assignor's right, title and interest
in and to the Employment Agreement.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, Assignor agrees as follows:
1. Assignor
hereby assigns, sets over and transfers unto Assignee to have and to hold from
January 27, 2010 ("Effective Date"), all of the right, title and interest of
Assignor in, to and under the Employment Agreement, and Assignee hereby accepts
the within assignment and assumes and agrees with Assignor, to perform and
comply with and to be bound by all of the terms, covenants, agreements,
obligations, provisions and conditions of the Agreement thereunder to be
performed on and after the Effective Date.
2. Employee’s
title shall be Chairman and President of Assignee, and he shall report to the
Board of Directors.
3. Any
Notice sent to Assignee pursuant to Section 11 of the Employment Agreement shall
be sent to:
UniTek
Global Services
Gwynedd
Hall, Suite 302
0000
Xxxxxx Xxxxxxx Xxxx
Xxxx
Xxxx, XX 00000
Attn: General
Counsel
4. All
other terms and conditions of the Employment Agreement remain in full force and
effect.
5. This
Assignment may be executed in two or more counterparts, each of which shall be
deemed an original and all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement as of the date and year first above
written.
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ASSIGNOR:
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ASSIGNEE:
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UniTek
USA, LLC
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Berliner
Communications, Inc.
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By:
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/s/ C. Xxxxx Xxxxx
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By:
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/s/ Xxxxxxxx Xxx
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Name:
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C.
Xxxxx Xxxxx
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Name:
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Xxxxxxxx
Xxx
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Title:
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Chief
Executive Officer
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Title:
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General
Counsel &
Secretary
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CONSENT AND
ACKNOWLEDGEMENT
The
undersigned hereby consents to this Assignment of Employment Agreement, and
acknowledges that his obligations thereunder are to Assignee, and not
Assignor.
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/s/ Xxxxx Xxxxxxxxx
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Xxxxx
Xxxxxxxxx
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