Exhibit 10.30


 


SEVERANCE AGREEMENT AND RELEASE


 


THIS
SEVERANCE AGREEMENT AND RELEASE (“Agreement”) is entered into between David de
Poincy (“de Poincy”) and Sabre Industries, Inc., its parents,
subsidiaries, affiliated and holding companies, officers, directors agents,
and/or employees (“Sabre”), and shall become effective following the revocation
period set forth in Paragraph 16 (the “Effective Date”).  In consideration of the obligations and
rights described below, the parties agree to be bound as follows:


 


1.             Entire
Agreement.  The parties
acknowledge and agree that this Agreement constitutes and contains the parties’
entire agreement and understanding and supersedes and replaces all prior
negotiations, agreements, writings, grants, understandings, and representations
between de Poincy and Sabre including, but not limited to, any offer letters,
any Noncompete, Nonsolicitation and Confidentiality Agreement between the
parties, Long Term Incentive Compensation Plan, Management Incentive
Compensation Plans, and any other document governing the relationship between
Sabre and de Poincy.  This Agreement,
however, shall not supersede or replace the terms of the Consulting Agreement
between de Poincy and Sabre.  Each of the
parties warrants that no other party or any agent or attorney of any other
party has made any promise, representation or warranty whatsoever not contained
herein to induce him/it to execute this Agreement and the other documents
referred to herein.  Each of the parties
represents that he/it has not executed this Agreement or the other documents in
reliance on any promise, representation or warranty not contained herein.


 


2.             Waiver and
Inducement.  As a
material inducement to Sabre to enter into this Agreement, de Poincy represents
that he has not filed any lawsuits, charges, or discrimination complaints with
any local, state, or federal agency or court of law arising from his
relationship with Sabre, including termination of that relationship.  De Poincy further represents that, subject to
Sabre’s compliance with this Agreement’s terms, de Poincy will not seek to
recover any monetary damages against Sabre.


 


3.             Severance.  Sabre and de Poincy agree that as of the
Effective Date, and conditioned upon de Poincy’s compliance with the terms of
this Agreement, de Poincy: (a) shall be allowed to retain the company car,
identified as a Chevrolet Tahoe, currently in his possession, and shall be
responsible for all taxes, registration, transfer of ownership, and insurance
fees associated with ownership of this vehicle beginning June 7, 2010; and
(b) shall be entitled to retain the cell phone issued by Sabre, and de
Poincy shall be solely responsible for the payment of de Poincy’s cell phone
plan for that individual cell phone as of the Effective Date.


 


4.             Vacation.  De Poincy acknowledges that, as of the
Effective Date, Sabre paid him the total amount of his accrued, but unused,
vacation days.


 


5.             Return of Property.  On the Effective Date, all Sabre property
including, but not limited to, Sabre security cards, keys, employee badge,
credit cards, laptop computers, desktop computers and any other computer
hardware or software issued by Sabre to de Poincy shall be returned to
Sabre.  In the event that de Poincy
retains any information, documents, property or equipment beyond the Effective
Date, de Poincy authorizes Sabre to deduct the fair market value of all such
information, documents, property and/or equipment from any payments due and
owing de Poincy.


 


6.             Release of
Claims.  De Poincy
and his successors and assigns, hereby releases, settles, acquits, and forever
discharges Sabre and its past, present and future parent entities,
subsidiaries, division, affiliates and realted business entities, any of its
and their respective successors and assigns, asses, employee benefit plans or
funds, and any of its and their respective past, present and/or future
investors, employees, legal representatives, underwriters, successors and
assign, whether acting on behalf of Sabre or in their individual capacities
(the “Sabre Releasees”), from any and all claims, actions, causes of action,
rights, demands, debts, damages, grievances, or any action of whatever nature,
known or unknown, that de Poincy may now have or has ever had against Sabre
Releasees arising from or in any way connected with the employment relationship
between the parties, any 


 


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actions
taken by Sabre Releasees during the employment relationship, the termination of
that relationship and any other dealings of any kind between de Poincy and
Sabre Releasees from the beginning of time to the Effective Date of this
Agreement.  De Poincy expressly
acknowledges that the foregoing agreements of Sabre Releasees include
consideration for the settlement, waiver, release, and discharge of any and all
claims de Poincy may have against Sabre Releasees and include all claims
arising under the common law or under federal, state, or local statute, law, or
regulation or cause of action regarding discrimination based on race, color, religion,
sex, age, disability, national origin, veteran status, marital status, or
sexual orientation, retaliation, claims arising under the National Labor
Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42
of the United States Code, as amended, the Employee Retirement Income Security
Act of 1974, as amended, the Immigration Reform and Control Act, as amended,
the Americans with Disabilities Act of 1990, as amended, the Age Discrimination
in Employment Act of 1967, as amended, the Workers Adjustment and Retraining
Notification Act, as amended, the Occupational Safety and Health Act, as
amended, the Sarbanes-Oxley Act of 2002, the Family and Medical Leave Act of 1993,
the Equal Pay Act, the Texas Commission on Human Rights Act (Tex. Lab. Code Ch.
21), as amended, any provision of the Texas Payday Act, any provision of the
Texas Labor Code, the Texas Civil Practice and Remedies Code, the Texas Health
and Safety Code, any and all claims for compensation, bonuses, severance pay,
vacation pay, expense reimbursement, attorney’s fees and costs, breach of
contract, wrongful discharge, interference with contract, intentional or
negligent infliction of emotional distress, defamation, promissory estoppel,
detrimental reliance, or any other reason established by the common law or by
federal, state, or local laws.  De Poincy
acknowledges that he may later discover facts different from or in addition to
what he now knows to be true for matters released herein; notwithstanding any
such different or additional facts, de Poincy agrees that this Release will
remain in full force and effect.  De
Poincy agrees that he will not institute any action or actions, causes of
action (in law or equity), suits, debts, liens, claims, demands, now known or
unknown and later discovered, suspected or unsuspected, fixed or contingent
which de Poincy may have or claim to have in state or federal court, or with
any state, federal or local government agency or with any administrative or
advisory body arising from or attributable to any or all of the Sabre
Releasees, including but not limited to, all employee benefit plans sponsored
or administered by Sabre.  De Poincy also
agrees that if a claim is prosecuted in de Poincy’s name before any court or
administrative agency, de Poincy waives and agrees not to take any award of
money or other damages from such suit. 
De Poincy also agrees that if a claim is prosecuted in de Poincy’s name,
de Poincy will immediately request, in writing, that the claim on de Poincy’s
behalf be withdrawn.  De Poincy also
agrees that he is waiving on behalf of de Poincy and de Poincy’s attorneys all
claims for attorneys’ fees, expenses and court costs, including the same at all
appellate levels.


 


7.             Merger/Acquisition.  This Agreement shall not terminate with (i) the
merger, acquisition or consolidation of Sabre with any other entity; (ii) the
sale of all or substantially all of Sabre’s assets; or (iii) the sale of a
majority of the shares of the then outstanding stock of Sabre.


 


8.             Confidentiality/Communications.   The parties acknowledge that this document
must be public pursuant to law. 
Nevertheless, de Poincy agrees that he will not disclose the terms of
this Agreement to anyone other than de Poincy’s immediate family, attorney, tax
consultant, or as may be required by other authority of law.  Any party to whom de Poincy discloses the
contents of this Agreement shall be specifically instructed not to disclose these
terms.  If de Poincy violates the terms
of this Confidentiality provision, such violation shall be considered a
material breach of this Agreement requiring de Poincy to repay the amount of
compensation outlined in Paragraph 3 of this Agreement.


 


9.             Choice of Law.  This Agreement is entered into in Texas and
shall be interpreted and enforced under Texas law.


 


10.          Waiver.  One party’s waiver of a breach of any
provision of this Agreement shall not operate or be construed as a continuing
waiver or waiver of any other provision, obligation, right, or privilege.


 


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11.          Assignment.  De Poincy shall not assign any of his rights
under this Agreement or delegate the performance of any of his obligations or
duties without Sabre’s prior written consent.


 


12.          Modification or
Amendment.  This
Agreement cannot be changed or modified orally and may only be supplemented,
amended, or revised in a writing signed by both parties.


 


13.          Severability.  If any provision of this Agreement, or any portion
of a provision of this Agreement, is determined invalid, illegal or
unenforceable for any reason, the remainder of this Agreement shall remain in
force and effect.


 


14.          Notices.  Any notice or other communication required or
desired to be given in this Agreement shall be in writing and addressed to the
parties, respectively, as follows:


 


David
de Poincy


2117
Dana Court


Flower
Mound, Texas  75028


(817)
948-5733


 


Sabre
Industries, Inc.


c/o
Bob Pearson


1120
Welsh Road, Suite 210


Gwynedd Corporate Center


North Wales, PA 19454


(267) 263-1356


(267)
263-1357 - Fax


 


15.          Successors and
Assigns.  This Agreement
shall be binding upon and inure to the benefit of the parties named herein and
their respective successors and permitted assigns.


 


16.          Opportunity to Review.  De Poincy expressly acknowledges that Sabre
has encouraged and given him the opportunity to thoroughly discuss all aspects
of this Agreement with an attorney or other advisor before signing and that de
Poincy has thoroughly discussed or has alternatively elected to freely waive
any further opportunities to thoroughly discuss this Agreement with an attorney
or advisor.


 


De
Poincy further acknowledges that Sabre has given him up to twenty-one (21) days
in which to review and deliberate over the terms of this Agreement prior to
signing.  De Poincy understands that he
has the right to revoke this release within seven (7) days after its
execution, and that it will not become effective or enforceable until after
this revocation period has expired.


 


If
de Poincy elects to revoke this Agreement, he agrees to transmit a written
notice of revocation within the revocation period specified in the preceding
paragraph.  The revocation must be faxed
and sent by certified mail, return receipt requested, postmarked within the
revocation period, and properly addressed to Sabre at:


 


Sabre
Industries, Inc.


c/o
Bob Pearson


1120
Welsh Road, Suite 210


Gwynedd Corporate Center


North Wales, PA 19454


(267) 263-1356


(267)
263-1357 - Fax


 


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So
long as de Poincy does not revoke this Agreement, this Agreement shall become
effective on the eighth day following the date de Poincy signs this
Agreement.  In the event that de Poincy
revokes the Agreement prior to the eighth day after his execution of it, this
Agreement and the promises contained herein shall automatically be null and
void.


 


17.          No Admission of
Liability.  The
execution of this Agreement does not constitute an admission by any Sabre
Releasees of any violation of any civil rights or other employment
discrimination statute, or any other legal statute, provision, regulation,
ordinance, order or action under common law or of any wrongdoing of any kind,
and this Agreement shall not be offered or used to establish any such liability.


 


	
  Dated:

  	
  August 7,
  2010

  	
  DAVID
  DE POINCY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  David J. de Poincy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  August 9,
  2010

  	
  SABRE
  INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  James M. Tholey

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
  Chief
  Financial Officer

  



 


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