Common use of Entire Agreement; Amendments; Conflicts Clause in Contracts

Entire Agreement; Amendments; Conflicts. This Agreement and the attached Exhibits (which are incorporated herein by this reference): (i) contain the entire agreement and understanding between the parties with respect to the subject matter hereof; and (ii) supersede all prior agreements, negotiations, representations, and proposals, written and oral, relating to the subject matter hereof. This Agreement may be modified, supplemented, and/or amended only by a writing signed by both Executive and an authorized representative of Company. In the event of any conflict between this Agreement and any other agreement between Executive and Company, the terms of this Agreement shall control. EXECUTED as of the date set forth above. EXECUTIVE: CTS: CELLULAR TECHNICAL SERVICES COMPANY, INC. By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ----------------------------- /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ---------------------- ----------------------------- Signature Print Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer ---------------------- ----------------------------- Print Name Title Executive's Address for Notices: CTS's Address for Notices: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Attention: Legal Department Attachments: Exhibit A-Executive Incentive Compensation Plan Exhibit B-1996 Stock Option Agreement ExhibitC-Agreement Regarding Confidential Information and Property Rights EXHIBIT A TO EMPLOYMENT AGREEMENT EXECUTIVE INCENTIVE COMPENSATION PLAN This Exhibit pertains to and is made a part of that certain letter of Employment Agreement ("Employment Agreement") dated as of July 17, 1996, between CELLULAR TECHNICAL SERVICES COMPANY, INC. ("CTS") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Executive").

Entire Agreement; Amendments; Conflicts. This ------------------------------------------- Agreement and the attached Exhibits (which are incorporated herein by this reference): (i) contain the entire agreement and understanding between the parties with respect to the subject matter hereof; and (ii) supersede all prior agreements, negotiations, representations, and proposals, written and oral, relating to the subject matter hereof. This Agreement may be modified, supplemented, and/or amended only by a writing signed by both Executive and an authorized representative of Company. In the event of any conflict between this Agreement and any other agreement between Executive and Company, the terms of this Agreement shall control. EXECUTED as of the date set forth above. EXECUTIVE: CTSCOMPANY: - --------- -------- CELLULAR TECHNICAL SERVICES COMPANY, INC. By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ----------------------------- /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ---------------------- ----------------------------- By_______________________________________ ________________________________ _________________________________________ Signature Print Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Executive Officer ---------------------- ----------------------------- ________________________________ _________________________________________ Print Name Title Executive's Address for Notices: CTSCompany's Address for Notices: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. - ------------------------------- ----------------------------- ________________________________ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ________________________________ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ________________________________ Attention: Legal Department Attachments: - ----------- Exhibit A-A - Executive Incentive Compensation Plan Exhibit B-1996 B - Stock Option Agreement ExhibitC-Contract Exhibit C - Agreement Regarding Confidential Information and Property Rights EXHIBIT A TO EMPLOYMENT AGREEMENT EXECUTIVE INCENTIVE COMPENSATION PLAN This Exhibit pertains to and is made a part of that certain letter of Employment Agreement ("Employment Agreement") dated as of July 17February 19, 19961997, between CELLULAR TECHNICAL SERVICES COMPANY, INC. (the "CTSCompany") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Executive"). 1. Bonus Criteria. --------------- 1.1 For Fiscal Year 1997. For Company's fiscal year ended -------------------- December 31, 1997, Executive will be entitled to an incentive bonus if Company equals or exceeds year-end earnings per share of $0.5625, as follows: (i) if Company equals or achieves year-end earnings per share between $0.5625 and $0.75, Executive will be entitled to an incentive bonus equal to $70,000.00, plus $3,684.21 for each $0.01 that Company exceeds year-end earnings per share of $0.5625, up to a maximum of $140,000.00 for achieving year-end earnings of $0.75 per share; plus (ii) if Company exceeds year-end earnings per share of $0.75, Executive will be entitled to an incentive bonus equal to $1,000.00 for each $0.01 that Company exceeds year-end earnings per share of $0.75; plus (iii) such additional amount as the Board of Directors of Company (or the Compensation and Stock Option Committee thereof) may determine in its sole discretion. For purposes of the above incentive bonuses, "year-end earnings per share" means Company's year-end earnings per share as reported in Company's SEC Form 10-K for fiscal year ended December 31, 1997. 1.2 For Fiscal Years After 1997. Executive's bonus for each --------------------------- fiscal year after 1997 will be based on corporate performance and other criteria specifically identified for the Executive by the Board of Directors of CTS (or the Compensation and Stock Option Committee thereof).