Exhibit
10.20


 


December 26, 2007


 


Mr. James M
Tholey


698 Longview Drive


Huntingdon Valley,
PA 19006


 


Dear Jim:


 


We are pleased to
offer you the opportunity to join Sabre Communications, Inc headquartered in
the greater Philadelphia area, with current operating divisions in Sioux City,
IA, Fort Worth, Texas, Shreveport, LA and Niceville, FL.  This offer presents an exciting opportunity
for both you and the Company, and we are confident that this will be a very
successful relationship.


 


The following will
briefly summarize the key highlights of your employment offer:


 


1.                                       Job Title: Chief Financial Officer.


 


2.                                       Reporting Relationship: 
You will report to James D. Mack, CEO.


 


3.                                       Starting Date: 
You will advise us as to when you can start full-time employment. It is
our hope that it will be by January 21, 2008, if not earlier.


 


4.                                       Starting Salary:  
The base salary will be $5,288.47 per week or $275,000 annualized.  Paychecks/direct deposits are issued weekly
on Friday and you will receive your first pay on the second Friday after your
first day.


 


Sabre agrees to evaluate your compensation in one year and will
entertain an increase in your base pay in accordance with satisfactory
performance and continued growth of the organization.  Your contributions, along with the success of
the Company, will be recognized and rewarded accordingly.


 


5.                                       Initial Benefits: 
Health, dental, flexible spending accounts, disability and life benefits
will become effective on the first of the month following 30 days of employment.  The Company pays the majority of the benefit
cost.  Single employees contribute $28
per week and employees with family coverage contribute $67 per week.  Enrollment in the 401(k) plan is at the
beginning of each quarter.


 


Personal paid time off accrual will start on your date of hire at the
rate of 2.77 hours per week, for a total of 18 days per year.  This and the holiday schedule, are effective
on date of hire, and will be reviewed during new hire orientation.


 


6.                                       Business & Travel Expenses: 
Sabre will reimburse your business related and Company travel expenses.


 


7.                                       Proprietary Information and Goodwill: 
All employees of Sabre Communications are required to execute an
agreement of Confidential Information and Covenant Not to Compete. It is
understood that if you have a confidentiality/nondisclosure agreement with your
present employer, you will honor the terms of that agreement while employed at Sabre
Communications.   A copy of Sabre’s


 

















 


agreement is enclosed and is to be signed and returned
with a signed copy of this letter accepting our offer of employment.


 


8.                                 Change of Control: 
If Sabre Communications is sold and as a result your employment is
terminated due to this change of control or relocation of responsibilities
outside the Philadelphia region, you will be entitled to up to twelve (12)
months severance, or when you start a new position outside Sabre’s successors
or assigns, whichever occurs first.  This
severance will be a continuation of your base pay and healthcare benefits, if
appropriate benefit premium payments are made by you.


 


9.                                 Severance:  Although you
will be an at-will employee of Sabre at all times, in the event your employment
is terminated without cause or relocation of responsibilities outside the
Philadelphia region, and without Change of Control-as indicated in paragraph 8,
you will be entitled to severance pay of salary continuation for up to nine (9) months
or when you start a new position out Sabre’s successors or assigns, whichever
event occurs first.  If termination of
employment is for cause, no severance compensation will be issued.  After one year, with satisfactory performance
as determined by the CEO, your severance period will be increased to twelve
(12) months for termination without cause.


 


Healthcare benefits will be continued during the Severance period if
appropriate premium payments are made by you. 
Severance payments will be paid according to regular payroll processing
and do not include bonus, vacation, PTO, or any other fringe benefits.  Required statutory deductions such as state
and federal payroll taxes will occur.


 


10.                                       Stock Options


 


You will be given 5000 stock
options in Sabre Communications stock. 
These options vest 20% per year.  Should
the Company be sold, all the stock vests immediately.  The option price is $35 per share.  You will be provided with a copy of the 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 will be
given to providing additional shares of stock.


 


11.                                       Other Compensation


 


You will be eligible to
participate in the Executive Incentive Compensation Plan (EICP) with potential
bonus payout of up to 50% based on established financial goals. 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.  At the time Sabre is
sold, if the cash on cash return is at least 6x, you will receive $250,000 of
the Sale or Exit Bonus pool.  More
details on this and other programs will be provided after your employment date
with Sabre.


 

















 


Naturally, this is a summary only.  Your employment will be subject to policies
established by the Company from time to time or set forth in our employee
policy manual, or other documents which will be brought to your attention, and
your specific benefits will be subject to the terms, conditions, and
eligibility requirements of the Company’s existing benefit plans and
policies.  You will be provided copies of
those plans and policies when you begin work.


 


Sabre Communications believes strongly that its employee relationships
are based on mutual trust, respect, and satisfaction.  It is our policy that all employees are free
to terminate the employment relationship at any time and the Company reserves
the same right.  This is generally
referred to as “employment-at-will.” 
Your employment will be subject to this principle.


 


This job offer is contingent upon your successful completion of a
job-related physical, an assessment, drug screen, background check and
reference check and verification of prior employment.


 


If you have any questions, please feel free to call, Bill Macaleer (610
647-7382), Jim Paterson (215 805-3726) or me (215 997-2310), and we will be
happy to answer them for you.  We are
very excited about having you join our team, and look forward to hearing from
you shortly.  To
formalize your acceptance of this offer, please sign a copy of this letter
(below) and return to Jim Paterson at the Fort Washington office no later than December 31,
2007.  The address is Sabre Industries
c/o Regus, 500 Office Center Drive, 4th Floor, Fort Washington, PA 19034.


 




	
   

  	
  Sincerely,

  	
   

  	
  I accept this
  employment offer set forth above,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ James M.
  Tholey

  
	
   

  	
  /s/ James D.
  Mack

  	
   

  	
   

  
	
   

  	
  James D. Mack

  	
   

  	
  Signature: James
  M. Tholey

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date 

  	
  12/27/07

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  cc: 

  	
  James Paterson

  	
   

  	
   

  
	
   

  	
   

  	
  Bill Macaleer