Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT made and entered into by and between FiberTower Corporation, a
Delaware corporation, (the "Company") and Kurt J. Van Wagenen (the "Executive")
on the 9th day of April, 2008.
WHEREAS, the operations of the Company and its Affiliates are a complex matter
requiring direction and leadership in a variety of arenas, including financial,
strategic planning, regulatory, community relations and others;
WHEREAS, the Executive is possessed of certain experience and expertise that
qualify him to provide the direction and leadership required by the Company and
its Affiliates; and
WHEREAS, subject to the terms and conditions hereinafter set forth, the Company
therefore wishes to employ the Executive as its President and Chief Executive
Officer and the Executive wishes to accept such employment;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, terms, provisions and conditions set forth in this Agreement, the
parties hereby agree:
1.
EMPLOYMENT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, THE COMPANY HEREBY OFFERS AND THE EXECUTIVE HEREBY ACCEPTS
EMPLOYMENT.
2.
TERM. SUBJECT TO EARLIER TERMINATION AS HEREAFTER PROVIDED, THIS
AGREEMENT SHALL HAVE AN ORIGINAL TERM OF THREE (3) YEARS COMMENCING ON THE DATE
HEREOF (THE "EFFECTIVE DATE") AND SHALL BE AUTOMATICALLY EXTENDED THEREAFTER FOR
SUCCESSIVE TERMS OF ONE (1) YEAR EACH, UNLESS EITHER PARTY PROVIDES NOTICE TO
THE OTHER AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE ORIGINAL OR
ANY EXTENSION TERM THAT THE AGREEMENT IS NOT TO BE EXTENDED. THE TERM OF THIS
AGREEMENT, AS FROM TIME TO TIME EXTENDED OR RENEWED, IS HEREAFTER REFERRED TO AS
"THE TERM OF THIS AGREEMENT" OR "THE TERM HEREOF."
3.
CAPACITY AND PERFORMANCE.
(A)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL SERVE THE COMPANY AS
ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER. IN ADDITION, THE COMPANY SHALL
PROMPTLY NOMINATE AND RECOMMEND THE EXECUTIVE FOR MEMBERSHIP ON THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD"), AND IF SO ELECTED OR APPOINTED, WITHOUT
FURTHER COMPENSATION, DURING THE TERM HEREOF, THE EXECUTIVE SHALL SERVE AS A
MEMBER OF THE BOARD AND, IF SO ELECTED OR APPOINTED FROM TIME TO TIME, ALSO
SHALL SERVE AS A DIRECTOR AND/OR OFFICER OF ONE OR MORE OF THE COMPANY'S
AFFILIATES.
(B)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL BE EMPLOYED BY THE
COMPANY ON A FULL-TIME BASIS AND SHALL PERFORM THE DUTIES OF HIS POSITION AND
SUCH OTHER DUTIES ON BEHALF OF THE COMPANY AND ITS AFFILIATES, REASONABLY
CONSISTENT WITH HIS POSITION, AS MAY BE DESIGNATED FROM TIME TO TIME BY THE
BOARD OR ITS DESIGNEE; PROVIDED THAT THE COMPANY RECOGNIZES THAT THERE WILL BE A
TRANSITION PERIOD FROM THE EFFECTIVE DATE THROUGH JUNE 30, 2008 DURING WHICH THE
EXECUTIVE SHALL PERFORM HIS DUTIES IN PART FROM HIS CURRENT LOCATION IN
MASSACHUSETTS, WHICH SHALL NOT BE DEEMED A VIOLATION OF THIS PROVISION OR
CONSTITUTE CAUSE WITHIN THE MEANING OF SECTION 5(C).
(C)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL DEVOTE HIS FULL
BUSINESS TIME AND HIS BEST EFFORTS, BUSINESS JUDGMENT, SKILL