Exhibit 10.23
AMENDMENT
TO
AGREEMENT OF EMPLOYMENT
This AMENDMENT TO AGREEMENT OF EMPLOYMENT (this "Amendment"), dated as of
November 15, 2000, is intended to modify the Agreement of Employment, dated as
of April 9, 2000 (the "Agreement of Employment"), among Independent Wireless One
Corporation, a Delaware corporation ("IWO"), IWO Holdings, Inc., a Delaware
corporation ("Holdings" and together with IWO, the "Corporation") and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, residing at ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"Employee").
RECITALS
WHEREAS, the Corporation desires to induce and secure the employment of the
Employee as President and Chief Executive Officer and Employee desires to be so
employed by the Corporation, effective as of November 15, 2000.
AGREEMENTS
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the parties hereto agree as follows:
SECTION 1.
(a) Section 2(a) of the Agreement of Employment is hereby amended and restated
in its entirety as follows:
"2. Duties of Employee.
(a) The Employee shall serve on the Board of Directors of the Corporation and as
President and Chief Executive Officer of the Corporation, and of any subsidiary
or affiliated corporation if elected by the appropriate Board of Directors, and
shall perform such duties as are appropriate to such office as may be assigned
to him by such Board of Directors. Subject to the direction of the Board of
Directors, the Employee shall be responsible for the establishment of the
policies, plans and strategic goals of the Corporation, and shall have primary
authority and responsibility for the direction of the day to day business of the
Corporation, including, but not limited to its operating divisions and
performance of work and contracts; supervision of general, administrative,
financial, and human resources support staff; and reportee for employee general
supervision, performance appraisals and operations functions. The Corporation
agrees that the duties assigned to the Employee shall not be inconsistent
therewith and that the Employee shall have such powers, authority and facilities
at his disposal as are suitable to his position and as shall reasonably be
required to enable him to discharge his duties in an efficient manner."
(b) Section 3(a) of the Agreement of Employment is hereby amended and restated
in its entirety as follows:
"3. Compensation.
(a) Basic Salary. The Corporation will pay the Employee during the term hereof
for all services to be rendered hereunder a basic salary at the rate of two
hundred thousand dollars ($200,000) per annum from the Effective Date through
November 15, 2000; two hundred seventy-five thousand dollars ($275,000) per
annum from November 16, 2000 through December 31, 2001; and two hundred
eighty-five thousand dollars ($285,000) per annum from January 1, 2002 to
December 31, 2002. The foregoing basic salary shall be paid in such regular
installments as are applied generally to salary period payments to other
employees of the Corporation, but in no event less than twice monthly."
(c) Section 3(b)(i) of the Agreement of Employment is hereby amended by deleting
therefrom the words "Corporation's Chief Executive Officer and."
(d) Section 3(d) of the Agreement of Employment is hereby amended by deleting
from the last sentence thereof the words "All time off is subject to approval by
the CEO and."
SECTION 2.
(a) Counterparts. This Amendment may be executed in two or more counterparts,
each of which will be deemed an original but which together will constitute one
and the same instrument. Delivery of an executed counterpart of a signature page
of this Amendment by facsimile transmission shall be as effective as delivery of
a manually executed counterpart of this Amendment.
(b) Headings; Sections. All headings and captions in this Amendment are for
purposes of reference only and will not be construed to limit or affect the
substance of this Amendment. All references to Section in this Amendment refer
to Sections of this Amendment, unless otherwise expressly provided for.
(c) Other Provisions. All other provisions of the Agreement of Employment not
amended hereby will remain in full force and effect.
[signature page follows]
2
IN WITNESS WHEREOF, IWO and Holdings have caused this Amendment to be signed by
their respective officers hereunto duly authorized, and the Employee has
hereunto set his hand and seal, effective as of the day and year first above
written.
INDEPENDENT WIRELESS ONE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice-President Title: Chairman
& Secretary
IWO HOLDINGS, INC. IWO HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice-President Title: Chairman
& Secretary
EMPLOYEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇