UniTek Global
Services, Inc.


 


RETENTION
AGREEMENT


 


This Retention Agreement (this “Agreement”)
is effective on January 11, 2012 (the “Effective Date”) by and between Elizabeth Downey (“Employee”) and
UniTek Global Services, Inc. (“Company”). In consideration of the mutual promises made herein, Company and Employee
agree as follows:


 


1.          Purpose
of the Retention Payment. Employee possesses critical skills that are extremely important to the continued success of Company.
Accordingly, Company desires to provide a substantial incentive for Employee to remain employed through the close of the Retention
Period (as defined below). Therefore, Company shall provide the Retention Payment under the terms and conditions set forth in this
Agreement if Employee remains in Good Standing (as defined below) through the end of the Retention Period. The Retention Payment,
if any, paid to Employee shall be in addition to other compensation to which Employee may otherwise be entitled and benefit plans
in which Employee may be eligible to participate.


 


2.          Retention
Period. The “Retention Period” shall begin on the Effective Date and shall end on the earlier of (a) the one-year
anniversary of the Effective Date and (b) the day that is sixty (60) days after the date on which a permanent Chief Executive Officer
is hired by the Company (either such date, the “Vesting Date”).


 


3.          Retention
Payment. Company shall pay to Employee $300,000 (the “Retention Payment”) if Employee remains employed in Good
Standing (as defined below) by Company during the entirety of the Retention Period through the Vesting Date and complies with all
other conditions set forth in this Agreement. The Retention Payment shall be paid in a lump sum cash payment on the first regularly
scheduled payroll date of Company following the Vesting Date, except as otherwise provided in Section 4(a) or Section 4(b) of this
Agreement. The Retention Payment shall be subject to applicable tax withholding, including all federal, state and local taxes due.
The Retention Payment will be earned only if all conditions set forth in this Agreement are satisfied as of the Vesting Date.


 


4.          Termination
of Employment. Employee’s receipt of the Retention Payment shall be subject to the following conditions:


 


(a)          Termination
of Employment Without Cause. If, prior to the Vesting Date, Employee’s employment is involuntarily terminated by the
Company for any reason other than with Cause (as defined below), or on account of Employee’s Disability (as defined below)
or death, Company shall pay the Retention Payment to Employee within 30 days after the date of termination pursuant to this Section.
For purposes of this Agreement, “Cause” shall have the meaning assigned to it in any employment agreement between Company
and Employee or, if none, incompetent performance or substantial or continuing inattention to or neglect of the duties and responsibilities
assigned to Employee; willful misconduct; fraud, misappropriation, embezzlement or any act of material misconduct with respect
to the property of Company, or any affiliates; a material breach of any applicable employee code of conduct or this Agreement;
or commission of any felony by Employee. For purposes of this Agreement “Disability” shall mean becoming disabled within
the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), within the meaning of
the Company’s long term disability plan applicable to Employee.


 



    	 



    	 



    

 


(b)          Termination
of Employment for Any Other Reason. If, prior to the Vesting Date, Employee’s employment with Company terminates
for any reason other than described in Section 4(a) above (including, without limitation, voluntary resignation, termination for
Cause, or retirement), the Retention Payment shall be forfeited and Employee shall have no further rights to the Retention Payment
and this Agreement shall become void and of no further effect.


 


(c)          No
Employment Rights. The provisions of this Section 4 and this Agreement do not modify or alter the at-will status of
Employee’s employment with Company and Employee is free to resign at any time, for any reason or for no reason. Similarly,
Company is free to conclude its employment relationship with Employee at any time, for any reason, with or without cause, and with
or without prior notice. Accordingly, notwithstanding Employee’s at will status of employment, in order for Employee to be
eligible for the Retention Payment, Employee must continue to remain employed by Company during the Retention Period.


 


5.          Good
Standing. For purposes of this Agreement, Employee shall be considered to be in “Good Standing” on a given date
if, on that date, Employee has not terminated employment for any reason from the Effective Date to the given date, has not tendered
oral or written notice of intent to resign or retire effective as of a date on or before the given date, and is not in receipt
of notice from Company that it has determined that Employee’s employment is to be terminated for Cause.


 


6.          Interpretation
of this Agreement. Company shall have full power and authority to administer and interpret this Agreement, and to make factual
determinations as it deems necessary or advisable, in its sole discretion. Company’s interpretations of this Agreement and
all determinations made by Company shall be conclusive and binding on Employee. All powers of Company shall be executed in its
sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of this Agreement.


 


7.          Entire
Agreement. This Agreement constitutes the entire agreement of the parties with regard to the Retention Payment. Any modification
of this Agreement will be effective only if it is in writing and signed by each party whose rights are affected. However, the provisions
of this Agreement shall not supersede or modify the provisions of any employment agreement or confidentiality agreement between
Employee and Company. This Agreement does not supersede, replace or limit the rights and obligations of Company and Employee with
respect to such matters imposed by law or other agreements. The headings in this Agreement are intended solely for the convenience
of reference and should be given no effect in the construction or interpretation of this Agreement. Should any provision of this
Agreement be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall be
unaffected and shall continue in full force and effect, and the invalid, void or unenforceable provision(s) shall be deemed not
to be part of this Agreement.


 



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8.          Nature
of Agreement and the Retention Payment. This Agreement is not intended to be a “welfare plan” or “pension
plan” as those terms are defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended. The Retention
Payment is a special one-time payment to Employee and shall be excluded from benefit pay and/or compensation under Company’s
applicable employee benefit plans.


 


9.          Application
of Section 409A of the Internal Revenue Code. This Agreement is intended to comply with section 409A of the Code and its corresponding
regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by section
409A of the Code, to the extent applicable. Payments under this Agreement are intended to be exempt from section 409A of the Code
under the “short-term deferral” exception, to the maximum extent applicable. In no event may Employee, directly or
indirectly, designate the calendar year of a payment. Notwithstanding anything in this Agreement to the contrary, if required by
section 409A, if Employee is considered a “specified employee” for purposes of section 409A and if payment of any amounts
under this Agreement is required to be delayed for a period of 6 months after separation from service pursuant to section 409A,
payment of such amounts shall be delayed as required by section 409A, and the accumulated amounts shall be paid in a lump sum payment
within 10 days after the end of the 6-month period. If Employee dies during the postponement period prior to the payment of benefits,
the amounts withheld on account of section 409A shall be paid to the personal representative of Employee’s estate within
60 days after the date of Employee’s death.


 


10.         Governing
Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania, excluding any conflict-of-law
rule or principle that might refer the construction of this Agreement to the laws of another state or country.


 


11.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original
but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile
signature.


 


[Signature page follows]


 



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IN WITNESS WHEREOF, the undersigned, intending
to be legally bound, have executed this Agreement as of the date first above written this 11th day of January, 2012.


 


	 	UniTek Global Services, Inc.
	 	 
	 	By:	/s/ Michael O’Donnell
	 	Name: Michael O’Donnell
	 	Title: Chairman
	 	 
	 	/s/ Elizabeth Downey
	 	Elizabeth Downey


 



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