Exhibit 10.22


 


November 7,
2008


 


James
M. Tholey


698
Longview Drive


Huntingdon
Valley, PA 19006


 


Dear
Jim,


 


Previously,
the terms of your employment with Sabre have been outlined in two letters, one
dated December 26, 2007, and one dated April 30, 2008 and a
Noncompete 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 paragraphs 10 and 11 of the December 26, 2008 offer
letter and provisions in the April 30, 2008 letter regarding stock grants
and stock options as follows:


 


10.         Stock


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, January 28, 2008.  An additional 20% of the shares shall vest on
each January 28th thereafter so that all shares under this grant
are fully vested as of January 28, 2012. 
Should the company be sold prior to January 28, 2010, 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.


 


11.         Other Compensation:  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.  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 $350,000.  More details on this and other programs will
be provided after your employment date with Sabre.


 

















 


Modifications
to these two paragraphs are effective as of the date of this letter.  Taken together, the letters dated December 26,
2008, April 30, 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,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  James D. Mack

  	
   

  	
   

  
	
  James
  D. Mack

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged
  and agreed to by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  James M. Tholey

  	
   

  	
  Date:

  	
  12/08

  
	
  James
  M. Tholey