Exhibit 10.19


 


SABRE COMMUNICATIONS CORPORATION


 


As
of May 9, 2006


 


James
D. Mack

248 Shadow Valley Bend


Dakota
Dunes, South Dakota 57049


 


Dear
Mr. Mack:


 


Sabre
Communications Corporation, an Iowa corporation (the “Company”), hereby agrees to employ you
and you hereby agree to accept such employment under the following terms and
conditions:


 


1.             Term of
Employment.  Except for
earlier termination as provided in Section 10
below, your employment with the Company shall be for a term commencing on May 9,
2006 (the “Effective Date”)
and terminating on the third anniversary of the Effective Date (the “Term”). 
The Term shall automatically renew for successive one-year periods
unless either party sends the other a notice of non-renewal at least 30 days
prior to any such renewal.


 


2.             Compensation.


 


(a)  During the Term,
you shall be compensated for all services rendered by you under this agreement
at the rate of $350,000 per annum (the “Base
Salary”).  Such Base
Salary shall be payable in such manner as is consistent with the Company’s
payroll practices for 


 

















 


executive employees.  Prior to each anniversary of the Effective
Date during the Term, the Board of Directors of the Company (the “Board”) shall review your performance,
the earnings of the Company during the prior year and the Company’s prospects
for the coming year and shall consider, in its sole discretion, whether to
increase the Base Salary payable hereunder.


 


(b)  During the Term,
you shall be eligible to receive a bonus with respect to each year during the
Term based on your meeting objectives outlined by and as determined by the
Board in its sole and absolute discretion. 
With respect to the first three years of the Term, we have discussed an
annual bonus of up to your Base Salary and establishing reasonable objectives
substantially similar to those on the attached Exhibit A.


 


(c)  During the Term,
you shall also be eligible to participate in the Company’s stock option
plan.  We have discussed that options for
approximately 5% of the equity of the Company’s parent company would be
available for grant under that plan. 
Grants would be made in the sole and absolute discretion of the Board.


 


3.  Duties.


 


(a)  During the Term,
you shall serve as the President and Chief Executive Officer of the Company,
subject to the direction of the Board. 
Your offices shall be located at the Company’s headquarters (the Company’s
headquarters is currently in Sioux City, Iowa), the Company’s facility in Texas
and in Philadelphia, Pennsylvania, with the latter being understood as the
location you intend to spend a majority of your time.  You shall make yourself available for
meetings with the Board and/or otherwise at such locations and at such times as
the Board may reasonably request, or as are necessary or advisable for the Company’s
business.


 


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(b)  You shall devote
your full business time, energies and attention to the business and affairs of
the Company and its subsidiaries.


 


(c)  You shall, except
as otherwise provided herein, be subject to the Company’s rules, practices and
policies applicable to the Company’s executive employees.


 


(d)  Subject to the
direction and control of the Board, you shall have authority to hire executives
and to determine the duties and compensation of such employees.


 


4.  Benefits.  During the Term, you shall be entitled to
such benefits, if any, as are generally provided by the Company to its
executive employees including, without limitation, personal leave, sick leave,
five weeks of vacation leave and holiday leave to the extent such leaves are
provided generally to executive employees. 
You also shall have the benefit of any life and medical insurance plans,
retirement, disability, pension, deferred compensation, profit-sharing and
other similar plans as the Company may have or may establish from time to time
for its executive employees.  The
benefits provided to you pursuant to this Section 4
shall be substantially similar to and, in the aggregate, shall be equal to or
greater than the benefits provided to you by the Company immediately prior to
the date hereof.  The foregoing, however,
shall not be construed to require the Company to establish any such plans or to
prevent the Company from modifying or terminating any such plans, and no such
action or failure thereof shall affect this agreement.  During your employment hereunder, you shall
be entitled to participate in any other fringe benefits which are or may be
provided generally to the Company’s executive employees.


 


5.  Board
Membership.  You shall
be appointed to the Board and of the board of 


 


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directors of Sabre Communications Holdings, Inc.,
and shall serve as a director during the Term hereof.


 


6.  Expenses.  The Company will reimburse you for reasonable
expenses, including travel expenses, incurred by you in connection with the
business of the Company upon the presentation by you of appropriate
substantiation for such expenses.


 


7.  Restrictive
Covenants.


 


(a)  During such time
as you shall be employed by the Company (which term, for purposes of this Section 7 and Section 8 below, shall include the
Company as well as any of its subsidiaries or affiliates), and for a period of
two (2) years thereafter, you shall not, nor shall any of your affiliates,
without the prior written consent of the Board, directly or indirectly, or by
action in concert with others, own, manage, operate, join, control, finance or
participate in, or participate in the ownership, management, operation, control
or financing of, or be connected as a principal, agent, representative,
consultant, employee, investor, owner, partner, manager, joint venturer or
otherwise with, or permit your name to be used by or in connection with, any
business, enterprise or other entity engaged anywhere in the United States in
competition with any then current business or operations of the Company; provided,
however, that this agreement shall not prevent the beneficial ownership for
investment purposes of 2% or less of any class of equity securities of any
entity that are registered under Section 12 of the Securities Exchange Act
of 1934, as amended.


 


(b)  The parties hereto
intend that the covenants contained in this Section 7
shall be 


 


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deemed a series of separate
covenants for each country, state, county and city in which the Company’s
business is conducted.  If, in any
judicial proceeding, a court shall refuse to enforce all the separate covenants
deemed included in this Section 7
because, taken together, they cover too extensive a geographic area, the
parties intend that those of such covenants (taken in order of the countries,
states, counties and cities therein which are least populous) which if
eliminated would permit the remaining separate covenants to be enforced in such
proceeding shall, for the purpose of such proceeding, be deemed eliminated from
the provisions of this Section 7.


 


8.  Confidentiality,
Non-Interference, Proprietary Information and Non-Solicitation.


 


(a)  Confidentiality.  In the course of your employment by the
Company, you will have access to confidential or proprietary data or
information of the Company and its operations. 
You will not at any time divulge or communicate to any person nor shall
you direct any Company employee to divulge or communicate to any person (other
than to a person bound by confidentiality obligations similar to those
contained herein and other than as necessary in performing your duties
hereunder) or use to the detriment of the Company or for the benefit of any
other person, any of such data or information. 
No business conducted by you or any organization of which you, directly
or indirectly, are an owner, officer, director, partner, shareholder, employee,
agent, advisor or consultant in any state or country in which the Company
and/or any of its subsidiaries or affiliates conduct business shall use any
name, designation or logo which is substantially similar to that presently used
by the Company and/or any of its subsidiaries or affiliates.  The term “confidential or proprietary data or
information” as used in this agreement shall mean information not generally
available to the public or generally known within the Company’s industry,
including, without limitation, personnel information, 


 


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financial information,
customer lists, supplier lists, trade secrets, information regarding
operations, systems, services, knowhow, computer and any other processed or
collated data, computer programs, pricing, marketing and advertising data.


 


(b)  Non-Interference.  You agree that you will not at any time after
the termination of your employment by the Company, for your own account or for
the account of any other person, interfere with the Company’s relationship with
any of its suppliers, customers or employees.


 


(c)  Proprietary Information and Disclosure.  You agree that you will at all times promptly
disclose to the Company, in such form and manner as the Company may reasonably
require, any inventions, improvements or procedural or methodological
innovations, programs methods, forms, systems, services, designs, marketing
ideas, products or processes (whether or not capable of being trade-marked,
copyrighted or patented) conceived or developed or created by you during or in
connection with your employment hereunder and which relate to the business of
the Company and any subsidiaries or affiliates (“Intellectual Property”). 
You agree that all such Intellectual Property shall be the sole property
of the Company.  You further agree that
you will execute such instruments and perform such acts as may reasonably be
requested by the Company to transfer to and perfect in the Company all legally
protectible rights in such Intellectual Property.


 


(d)  Return of Property.  All written materials, records and documents
made by you or coming into your possession during your employment concerning
any products, processes or equipment, manufactured, used, developed,
investigated or considered by the Company or otherwise concerning the business
or affairs of the Company, shall be the sole property of the 


 


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Company, and upon
termination of your employment, or upon request of the Company during your
employment, you shall promptly deliver same to the Company.  In addition, upon termination of your
employment, or upon request of the Company during your employment, you will
deliver to the Company all other Company property in your possession or under
your control, including, but not limited to, financial statements, marketing
and sales data, patent applications, drawings and other documents, and all
Company credit cards and automobiles.


 


(e)  Nonsolicitation of Customers or Clients.
Notwithstanding any other provision hereof, you agree that you will not, during
the course of your employment by the Company hereunder and for a period of two (2) years
following its termination, at any time or in any manner, either directly or
indirectly, for you or for or on behalf of any organization (other than the
Company and its subsidiaries and affiliates), solicit or attempt to solicit any
business similar to the business of the Company from any customers or clients
of the Company or divert or attempt to divert any business from the Company.  A “customer” or “client” shall mean any
organization with which the Company (including its predecessors) has dealt with
or provided services to, regardless of whether such organization was solicited
or provided services by you at any time during your employment, whether during
the usual hours of employment or otherwise.


 


(f)  Nonsolicitation of Employees.  Notwithstanding any other provision of this
agreement, you agree that during the course of your employment by the Company
hereunder and for a period of two (2) years following its termination,
either on your behalf or on behalf of any organization (other than the
Company), you shall not directly or indirectly, solicit, divert or otherwise
encourage or attempt to solicit, divert or otherwise encourage employees or agents
of the Company to enter into any employment, consulting or advisory arrangement
or contract with 


 


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or to perform any services
for or on your behalf or on behalf of any organization (other than the Company),
or to enter into any kind of business, including, without limitation, the
business or any similar business of the Company.


 


(g)  Survival.  The
obligations contained in Section 7
and this Section 8 will
survive the termination of your employment with the Company and the Term and
will be fully enforceable thereafter.


 


9.  Equitable
Relief.  With
respect to the covenants contained in Sections
7 and 8 of this
agreement, you agree that any remedy at law for any breach of said covenants
may be inadequate and that the Company shall be entitled to specific
performance or any other mode of injunctive and/or other equitable relief to
enforce its rights hereunder or any other relief a court might award.


 


10.  Earlier
Termination.  Your
employment shall terminate prior to the expiration of the Term on the following
terms and conditions:


 


(a)  Your employment
shall terminate automatically on the date of your death.


 


(b)  Your employment
shall terminate if you are unable to perform your duties hereunder for 120 days
(whether or not continuous) during any period of 180 consecutive days by reason
of physical or mental disability (“Disability”).  The Disability shall be deemed to have
occurred on the 120th day of your absence or lack of adequate performance.


 


(c)  Your employment
shall terminate immediately upon the Company’s sending you written notice
terminating your employment hereunder for “Cause,”
which shall mean (A) your 


 


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continuing, repeated and
willful refusal and failure (other than during periods of illness, disability
or vacation) to perform your duties under this agreement or under any lawful
directive of the Company, (B) your willful misconduct or gross negligence
in the performance of your duties which is materially injurious to the Company,
monetarily or otherwise, (C) your willful breach of this agreement, (D) except
as provided in clause (E) below, your final, non-appealable conviction of
any felony or the entering of a guilty plea to any felony, other than motor
vehicle offenses, or (E) your indictment for any felony on account of an
action taken by you constituting theft or embezzlement from the Company, or
other fraudulent action against the Company. 
Upon termination of your employment under this agreement for Cause
pursuant to this Section 10(c),
the Company shall have no obligations (including severance or otherwise)
hereunder.


 


(d)  Your employment
shall terminate immediately upon the Company’s sending you written notice
terminating your employment hereunder (without Cause therefor having been given
by you) for any reason or for no reason. 
Upon any such termination, the Company’s sole obligation to you shall be
(i) to pay you at a per annum rate equal to your Base Salary in effect at
the time of such termination for a period of two years (which shall be paid as
and when such amounts would have been due had your employment continued), and (ii) subject
to (x) your timely election of continuation coverage under the
Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”) and (y) your continued
copayment of premiums at the same level and cost to you as if you were an
employee of the Company (excluding, for purposes of calculating cost, an
employee’s ability to pay premiums with pre-tax dollars) continued
participation in the Company’s group health plan (to the extent permitted under
applicable law and the terms of such plan) which covers you during the
Severance Period at the Company’s expense provided that you are eligible and
remain eligible for COBRA coverage; provided, 


 


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however, that in the event
that you obtain other employment that offers substantially similar or improved
group health benefits, such continuation of coverage by the Company under this
sub-section shall immediately cease;  provided,
however, that the Company shall not be obligated to make any payment to
you under this Section 10(d) until
(i) you shall have delivered to it a release of all claims in form and
substance reasonably satisfactory to the Company and (ii) the release
shall have become effective and irrevocable under all applicable law.


 


(e)  Your employment
shall terminate on the 30th day following your notification of your intention
to terminate your employment as a result of Constructive Termination (as
defined herein).  For purposes of this
agreement, “Constructive Termination”
shall mean a material adverse change (which is not cured by the Company within
thirty (30) days after receipt of notice from you) in your compensation terms
or title.  In the event of your
resignation by reason of a Constructive Termination, you shall be entitled to
the amounts that would have been paid to you had your employment been
terminated pursuant to Section 10(d) hereof.  Any amounts payable pursuant to this Section 10(e) shall be paid as
and when such amounts would have been due had your employment continued; provided,
however, that the Company shall not be obligated to make any payment to
you under this Section 10(e) until
(i) you shall have delivered to it a signed release of all claims in form
and substance reasonably satisfactory to the Company and (ii) the release
shall have become effective and irrevocable under all applicable law.  “Constructive Termination” will cease to
exist for an event on the 60th day following its occurrence, unless you shall
have given the Company written notice thereof prior to such date.


 


(f)  Your employment
shall terminate six months following your sending the Company written notice
terminating your employment hereunder for any reason (other than


 


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Constructive
Termination).  In the event of the
termination of your employment under this Section 10(f),
the Company shall have no obligations (including severance or otherwise)
hereunder.


 


(g)  Except as
specifically set forth in Section 10(d) or
Section 10(e) above,
upon termination of your employment under this agreement, the Company’s
obligations hereunder shall cease.


 


(h)  The Company
acknowledges and agrees that nothing in this agreement shall require you to
accept an offer of employment with, or make any investment in, any successor to
the Company.


 


11.  Representation
and Warranty.  The
execution, delivery and performance of this agreement by you will not conflict
with or result in a violation of any agreement to which you are a party or any
law, regulation or court order applicable to you.  Without limiting the foregoing, you are not a
party to any agreement with, or otherwise under any obligation to, any of your
former employers relating to competition. 
Any inaccuracy of any of the statements set forth in this Section 11 shall constitute “Cause”
for purposes of this agreement, in which event we would be entitled to
terminate your employment under Section 10(c) above
with the effect set forth therein.


 


12.  Entire
Agreement; Modification.  This agreement constitutes the full and
complete understanding of the parties and will, on the Effective Date,
supercede all prior agreements and writings between you, the Company and its
affiliates with respect to your employment arrangements (the “Prior Agreements”).  You and the Company hereby respectively
release 


 


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each other and the Company’s affiliates, effective
as of the Effective Date, from all obligations to the other party under the
Prior Agreements; provided, however, that nothing in this Section 12 shall affect your rights
under any prior agreement with your prior employer, all of which you agree and
acknowledge are the sole responsibility of your prior employer and not of the
Company or any of its affiliates.  No
representations, inducements, promises, agreements or understandings, oral or
otherwise, have been made by either party to this agreement, or anyone acting
on behalf of either party, which are not set forth herein, and any others are
specifically waived.  This agreement may
not be modified or amended except by an instrument in writing signed by the
party against which enforcement thereof may be sought.


 


13.  Severability.  Any term or provision of this agreement which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
agreement or affecting the validity or enforceability of any of the terms or
provisions of this agreement in any other jurisdiction.


 


14.  Waiver of
Breach.  The waiver
of either party of a breach of any provision of this agreement, which waiver
must be in writing to be effective, shall not operate as or be construed as a
waiver of any subsequent breach,


 


15.  Notices.  All notices hereunder shall be in writing and
shall be sent by express mail or by certified or registered mail, postage
prepaid, return receipt requested, if to you, to your residence as listed in
the Company’s records, and if to the Company, 2101 Murray Street, P.O. Box
658, Sioux City, Iowa 51102, attention of Chairman of the Board of Directors,
with a copy 


 


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to Proskauer Rose LLP, 1585 Broadway, New York, New
York 10036, attention of James D. Meade, Esq.


 


16.  Assignability;
Binding Effect.  This
agreement shall not be assignable by you without the written consent of the
Board.  This agreement shall be binding
upon and inure to the benefit of you, your legal representatives, heirs and
distributees, and shall be binding upon and inure to the benefit of the
Company, its successors and assigns.


 


17.  Governing
Law.  All questions pertaining to
the validity, construction, execution and performance of this agreement shall
be construed and governed in accordance with the laws of the State of Iowa,
without regard to the conflicts or choice of law provisions thereof.


 


18.  Headings.  The headings of this agreement are intended
solely for convenience of reference and shall be given no effect in the
construction or interpretation of this agreement.


 


19.  Counterparts.  This agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.


 


20.  Arbitration.  Except as set forth in Section 9, any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively
by arbitration to be held in the City of New York, in accordance with the
commercial arbitration rules of the American Arbitration Association then
in effect except as modified by this Section 20.  There shall be three arbitrators appointed in
accordance with those rules; one appointed by you, one appointed by the 


 


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Company and the other by the two other
arbitrators.  As part of its award, the
arbitral tribunal shall make an allocation between the parties of the fees and
expenses of the American Arbitration Association, the fees and expenses of the
arbitrators, reasonable attorneys’ fees and expenses, the cost of any
transcript and all out-of-pocket costs and expenses, at the discretion of the
arbitral tribunal taking into account the merits of their claims and
defenses.  The arbitral tribunal shall
render its award on an expedited basis. 
Failure by either party to submit to, or participate in good faith in,
arbitration under this Section 20
(which shall include failure to appoint an arbitrator within 30 days after
service of the demand for arbitration hereunder or such later time as may be
prescribed by the American Arbitration Association) shall result in the
arbitral tribunal issuing an award in favor of the other party if such other
party has submitted to arbitration under this Section 20.  Judgment may be entered on the arbitral
tribunal’s award in any court having jurisdiction, and the parties irrevocably
consent to the jurisdiction of the New York state or federal courts for that
purpose.  The arbitral tribunal may grant
injunctive or other relief, but shall not grant special or punitive
damages.  Nothing in this Section 20 shall preclude any party
from seeking (a) temporary injunctive relief from a court of competent
jurisdiction pending appointment of an arbitral tribunal pursuant this Section 20 or  (b) equitable relief from a court of
competent jurisdiction at any time, as provided in Section 9.


 


21.  Review of
this Agreement.  You
acknowledge that you have (a) carefully read this agreement, (b) had
an opportunity to consult with independent counsel with respect to this
agreement and (c) entered into this agreement of your own free will.


 


22.  Withholding
Taxes.  The Company may withhold from any and all
amounts payable to you such federal, state and local taxes as may be required
to be withheld pursuant to any 


 


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applicable laws or regulations.


 


If this letter correctly sets forth our
understanding, please sign the duplicate original in the space provided below
and return it to the Company, whereupon this shall constitute the employment
agreement between you and the Company effective and for the term as stated
herein.


 


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  SABRE
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Van Raalte

  
	
   

  	
   

  	
  Name:

  	
  Peter
  Van Raalte

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED
  AS OF THE DATE 

  FIRST ABOVE WRITTEN:

  	
   

  
	
   

  	
   

  
	
  /s/ James D. Mack

  	
   

  
	
  JAMES D. MACK

  	
   

  



 


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