EXHIBIT (c)(4)
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 15th day
of August, 1997, by and between Price Communications Wireless, Inc. ("PCW"), a
Delaware corporation formerly known as Price Communications Cellular Merger
Corp., and M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, ▇▇▇▇▇▇ Wireless, Inc., a Delaware corporation (the "Company"), and
the Executive are parties to an Amended Employment Agreement dated as of March
21, 1995 (the "▇▇▇▇▇▇ Agreement") pursuant to which the Executive has been
employed as Chief Financial Officer, Treasurer and Vice-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 ▇▇▇▇▇▇ 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shall be hereby automatically terminated and superseded and replaced in its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,
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the Company shall employ the Executive and the Executive shall be employed by
the Company for the term set 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
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of the Merger and end on December 31, 1999, provided, that the term of this
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Agreement shall be
extended automatically for additional one (1) year periods on December 31 of
each year ("Year End") commencing on December 31, 1999 and each subsequent Year
End, unless and until either party provides written notice to the other party,
in accordance with Section 11 hereof, not less than ninety (90) days prior to
such Year End that such party is terminating this Agreement, which termination
shall be effective as of such Year End, or until sooner terminated as
hereinafter set forth.
3. Position and Duties. The Executive shall serve as Executive Vice-
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President, Treasurer and Chief Financial Officer of the Company, with such
duties and responsibilities as the board of directors of PCC (the "Board")
and/or the Chief Executive Officer of PCW or 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
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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.
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5(a). Base Salary. The Company shall pay to the Executive an annual
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base salary (the "Base Salary") at the rate of $300,000 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). Severance Payment. In consideration of the termination of the
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▇▇▇▇▇▇ Agreement and in full discharge of all liabilities and obligations of the
Company thereunder, the Company shall pay to the Executive the aggregate sum of
$450,176 over two years commencing on the Effective Time of the Merger, such
payments to be made in equal installments during regular payroll periods of
Company. The obligation to make the payments in this Section 5(b) shall survive
any termination of this Agreement or expiration of the term of this Agreement.
5(c). Stock Options. At or promptly after the Effective Time, the
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Company shall cause to be granted to the Executive options to purchase seventy-
five thousand (75,000) 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 Options 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
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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). Bonus. In the event that the Company's 1998 EBITDA (as such
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term is defined in Exhibit B hereto) exceeds by at least $1,000,000 its
projected EBITDA target for such year of $81,500,000 (the "Cash Flow Target"),
provided, that the Board shall make equitable adjustments ("Adjustments")
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in good faith in such Cash Flow Target in the event that the Company sells or
purchases material cellular 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,
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subject to any Adjustments, by at least $1,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 22 1/2 % 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 President and 17 1/2% of which shall be payable to such other
key employees of the Company, including the Executive, as the President of the
Company shall determine after consultation with the Chief Executive Officer of
PCC.
(ii) Second Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
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subject to any Adjustments, by at least $2,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 27 1/2% 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 President and 22 1/2% of which shall be payable to such other
key employees of the Company, including the Executive, as the President of the
Company shall determine after consultation with the Chief Executive Officer of
PCC.
(iii) Third Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
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subject to any Adjustments, by at least $3,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 32 1/2% of the excess (up to an
excess amount of $1,000,000) of 1998 EBITDA above $83,500,000, 5% of which shall
be payable to the President and 27 1/2% of which shall be payable to such other
key employees of the Company, including the Executive, as the President of the
Company shall determine after consultation with the Chief Executive Officer of
PCC.
(iv) Fourth Tranche. If 1988 EBITDA exceeds the Cash Flow Target,
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subject to any Adjustments, by at least $4,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 37 1/2% of the excess of 1998
EBITDA above $84,500,000, 5% of which shall be payable to the President and 32
1/2% of which shall be payable to such other key employees of the Company,
including the Executive, as the President of the Company shall determine after
consultation with the Chief Executive Officer of PCC.
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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 President of the Company intend to agree upon an
appropriate bonus plan for 1999 prior to the end of the 1998.
5(e). Other Benefits. The Executive shall be entitled to participate
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in such plans and to receive such fringe benefits as are set forth in Exhibit A
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attached hereto and made a part hereof.
5(f). Vacation; Holidays. The Executive shall be entitled to all
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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.
5(g). Withholding Taxes and Other Deductions. To the extent required
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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
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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 or
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
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such confidential information. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies available to it 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 possess or have under his
or her control.
8. Non-Competition.
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8(a). Non-Competition. The Executive covenants and agrees that the
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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 plans 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, 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
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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
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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.
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9. Termination of Employment.
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9(a). Death. The Executive's employment hereunder shall terminate upon
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the Executive's death.
9(b). By the Company. The Company may terminate the Executive's
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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 may terminate the Executive's employment
hereunder.
(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 consequence
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 avoided.
9(c). By the Executive. The Executive may terminate the Executive's
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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 terms 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 ▇▇▇▇▇▇ Wireless, Inc.; (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; or (v) the
Company's failure, by the earlier of the date of ▇▇▇▇▇▇▇ ▇▇▇▇'▇ termination,
resignation or replacement as Chief Executive Officer of Company or December 31,
1999, to promote Executive to the position of Chief Executive Officer and
President of the Company with a total compensation and benefits package
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no less than that provided ▇▇▇▇▇▇▇ ▇▇▇▇ for his services as Chief Executive
Officer and President of 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 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
term 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, of
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, cease 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 entity 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 thereof; 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 or more of the combined voting power of the
securities thereof.
9(d). Mutual Termination Right. The Executive may terminate the
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Executive's employment hereunder, or the Company may terminate the Executives's
employment hereunder, in the event of the failure of the Company to achieve the
Cash Flow Target for 1998, subject to any Adjustments.
9(e). Notice of Termination. Any termination of the Executive's
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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
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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
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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, which shall be no later than 30 days after the giving of
such Notice of Termination or such later date as may be mutually agreed to by
the Executive and the Company; (iv) if the Executive's employment is terminated
pursuant to notice under Section 2 hereof, the Year End upon which such
termination is effective; and (v) if the Executive's employment is terminated
for any other reason, the date on which Notice of Termination is given.
10. Compensation Upon Termination.
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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(e) hereof and the payments provided in Section 5(b)
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(e) hereof and the payments provided in Section
5(b) hereof, at the time such payments are due, and the Company shall have no
further obligations to the Executive under this Agreement; provided, that
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payments so made to the Executive during any period that the 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 2 hereof or if the Executive terminates
this Agreement under Section
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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(e) hereof and the payments provided in Section 5(b)
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(e) hereof and the payments provided in Section 5(b)
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 than pursuant to Section 2 or Section
9(d) hereof, or the Executive terminates the Executive's employment for Good
Reason as provided in Section 9(c)(i), (ii), (iii), (iv) or (v) 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; (B) the full Base Salary and any
other amounts that would have been payable to the Executive under Section 5(e)
hereof from the Date of Termination through the second anniversary of the Date
of Termination (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 (C) the payments provided in Section
5(b) hereof at the time such payments would otherwise have been due, and the
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). If the Company terminates the Executive's employment pursuant to
Section 9(d) 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;
(B) the full Base Salary and any other amounts that would have been payable to
the Executive under Section 5(e) hereof from the Date of Termination through the
second
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anniversary of the Date of Termination (or benefits comparable in value to the
benefits provided under Section 5(e)), at the time such payments would otherwise
have been due in accordance with the Company's normal payroll practices; and (C)
the payments provided in Section 5(b) hereof at the time such payments would
otherwise have been due, and the Company shall have no further obligations to
the Executive under this Agreement.
10(g). Mitigation. The Executive shall not be required to mitigate
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amounts payable pursuant to Section 10 hereof by seeking other employment
provided, however, that the Company's obligation to continue to provide the
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Executive with fringe benefits pursuant to Section 10(e) or Section 10(f) 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, requests or other communications
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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 follows:
(a) If to the Company:
Price Communications Wireless, Inc..
c/o Price Communications Corporation
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
(b) If to the Executive:
M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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 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 messenger being deemed conclusive evidence of such delivery)
or at such time as delivery is refused by the addressee upon presentation.
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12. Severability. The invalidity or unenforceability of any one or more
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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
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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
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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
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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, devisees, executors, administrators, legal
representatives, successors and assigns. This 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 ▇▇▇▇▇▇
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
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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 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 privilege 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
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parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in
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accordance with the laws of the State of Florida (but not including the choice
of law rules thereof).
19. Entire Agreement. This Agreement constitutes the entire agreement
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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: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
THE EXECUTIVE:
/s/ M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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EXHIBIT A
FRINGE BENEFITS
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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. Semi-
annual payment.
9. Club dues. Paid quarterly.
10. Free cellular mobile and portable service (demos).
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