Exhibit 10.25


 


November 18,
2008


 


David
de Poincy


2117
Dana Court


Flower
Mound, Texas 75028


 


Dear
David,


 


The
terms of your employment with Sabre have previously been outlined in two
letters, one dated November 2, 2007 and one dated April 11, 2008 as
well as a Non-compete Nondisclosure Agreement, all of which are attached.  The terms set forth in those documents remain
in full force and effect, except to the extent modified below, and are
incorporated by reference.  This letter is
intended to modify paragraph 6 of the November 2, 2007 offer letter and the
provisions in the April 11, 2008 letter as noted below:


 


Modifications
to November 2, 2007 offer letter:


 


6                  Annual Bonus You will be
eligible to participate in the Executive Incentive Compensation Plan (ECIP)
with potential bonus payout of up to 55% of your base pay, based on established
financial goals.


 


Other
Compensation - There are other incentive compensation programs
that are in place that can provide additional compensation based on achieving
specific financial goals. .  One program
is a Sale or Exit Bonus with potential payments calculated by Corinthian
Capital Group and approved by Sabre’s CEO. 
At the time Sabre is sold, if the cash on cash return is at least 6x,
and at the CEO’s discretion, you could receive a bonus from the Sale or Exit
Bonus pool of at least $250,000.  More
details on this and other programs will be provided after your employment date
with Sabre.


 


Modifications
to April 11, 2009 letter: This letter is being modified and the section
concerning stock is being replaced by the following:


 


A.           Stock Grant. - You are
being granted 11,000 shares of Sabre Communications restricted stock, to be
held under the terms of Sabre’s Incentive Restricted Stock Grant Plan, a copy
of which is attached.  The granted shares
are expressly subject to the following vesting schedule: 20% of the shares are
vested as of your date of hire, November 2, 2007.  An additional 20% of the shares shall vest on
each November 2nd thereafter so that all shares under this grant are fully
vested as of November 2, 2011. 
Should the company be sold prior to November 2, 2011 the remaining
non-vested shares will fully vest as of the date of sale of the Company.


 


B.             Stock Options - Effective
with your date of hire a total of 10,000 stock options in Sabre Communications restricted
stock are being made available to you to purchase at your sole option.  These options vest in equal amounts of 20%
per year commencing with a vesting of 20% upon your date of hire.  Should the Company be sold, all remaining
shares, that are not vested, will vest on the date of sale of the Company. The
option price is currently $32.86, which, for any future options provided, may
be changed at Sabre’s sole discretion.  Attached
is a copy 


 

















 


of Sabre Communications Holdings, Inc Nonqualified Stock Option Plan
which outlines the terms of this plan. 
Based on your performance and the Company meeting its financial targets,
consideration may be given to providing you additional stock options.


 


Modifications
to these two paragraphs are effective as of the date of this letter.  Taken together, the letters dated November 2,
2007, April 11, 2008, the Nondisclosure Noncompete Agreement you signed, along
with this letter constitute the terms of your employment with Sabre.  You remain an at-will employee.  After you have reviewed this letter, please
sign below.  By signing, you are
acknowledging receipt of this letter and your agreement to the terms set forth
above.


 


Sincerely,


 


 


James
D. Mack


 


 


Acknowledged
and agreed to by:


 


 


	
  /s/
  David de Poincy

  	
   

  	
  Date:

  	
  11-20-08

  
	
  David
  de Poincy