<PAGE 1>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For transition period from ________ to ____________
333-35017
333-35021
Commission file number
TELETRAC HOLDINGS, INC.
TELETRAC, INC.
(Exact Name of Registrants as Specified in Their Charter)
Delaware 43-1789886
Delaware 48-1172403
_______________________________ ______________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2323 Grand Street
Suite 1100
Kansas City, Missouri 64108
_______________________________ ______________________
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: 816-474-0055
____________
Securities registered pursuant to Section 12(b) of the Act:
<PAGE>
<PAGE 2>
Name of Each Exchange
Title of Each Class On Which Registered
___________________ _______________________
None None
Securities registered pursuant to Section 12(g) of the Act:
None
________________
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
___ ___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting and non-voting common
equity of the Registrants held by non-affiliates; the Registrants have no
publicly traded equity securities. As of December 31, 1997, each of
Teletrac Holdings, Inc. and Teletrac, Inc. had outstanding 249,000 shares
of Class A Common Stock and 190,476.19 shares of Series A Redeemable
Convertible Participating Preferred Stock.
Documents Incorporated By Reference: None
<PAGE>
<PAGE 3>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
__________________________________________________
The following table sets forth certain information regarding the
executive officers and directors of the Company.
[S] [C] [C]
NAME AGE POSITION
____ ___ ________
John F. Sarto, Jr.. . . . . . 49 Chairman of the Board, Chief
Executive Officer and Director
Lawrence P. Jennings. . . . . 43 Vice President of Operations
Alan B. Howe. . . . . . . . . 36 Vice President of Finance and
Corporate Development
Steven D. Scheiwe . . . . . . 37 General Counsel and Secretary
James E. Seng . . . . . . . . 53 Vice President of Engineering
Sanford Anstey. . . . . . . . 51 Director
Robert F. Benbow. . . . . . . 62 Director
David J. Berkman. . . . . . . 36 Director
Michael A. Greeley. . . . . . 35 Director
Michael Markbreiter . . . . . 36 Director
Marc H. Michel. . . . . . . . 37 Director
Brian A. Rich . . . . . . . . 37 Director
James A. Queen. . . . . . . . 47 Director
Each Director of the Company has been elected pursuant to the
terms of the Stockholders' Agreement (defined below).
Each Director of the Company is also a Director of Teletrac
Holdings, Inc., a Delaware corporation "Holdings" and the sole
stockholder of the Company. Mr. Sarto is also Chairman of the Board and
Chief Executive Officer of Holdings. Mr. Howe and Mr. Scheiwe are also
Vice Presidents of Holdings and Mr. Scheiwe is the Secretary of Holdings.
JOHN F. SARTO, JR. has been Chairman and Chief Executive Officer
of the Company since April 13, 1998. From January 1995 to March 1998, Mr.
Sarto served in a variety of senior positions with the OmniTRACS division
of Qualcomm, Inc., including as President from March 1997 until he joined
the Company. From 1988 through December 1994, Mr. Sarto was Senior Vice
President, Customer Services and Marketing for Overnite Transportation
Company, a trucking company.
<PAGE>
<PAGE 4>
LAWRENCE P. JENNINGS has been Vice President of Operations of the
Company since November 1995. From February through November 1995, Mr.
Jennings was a Vice President of Pentapage Inc. "Pentapage", a company
formed by Messrs. Jennings and Scheiwe and James A. Queen to pursue
business opportunities in the communications industry. Pentapage was
dissolved in connection with the initial capitalization of the Company.
From July 1992 through December 1994, Mr. Jennings served as Vice President
of Operations of Premiere Page, Inc. ("Premiere Page"), a regional paging
company that was established in 1988, completed its initial public offering
of common stock in 1993 and was merged into another paging company in
December 1994. Prior to joining Premiere Page, Mr. Jennings was General
Manager for Centel Cellular/United Telespectrum, Inc. in Charleston, South
Carolina.
ALAN B. HOWE has been Vice President of Finance and Corporate
Development of the Company since November 1995. From April through November
1995, Mr. Howe was Chief Financial Officer of Pentapage. Mr. Howe served as
a Director of Corporate Development for Sprint Corp. as well as in various
finance positions within Sprint Corp.'s Wireless Task Force and Corporate
Treasury Group. Mr. Howe's last position at Sprint Corp. was with
WirelessCo, L.P., the PCS joint venture among Sprint Corp.,
Tele-Communications, Inc., Comcast Corporation and Cox Communications, Inc.
STEVEN D. SCHEIWE has been General Counsel and Secretary of the
Company since November 1995. From February through November 1995, Mr.
Scheiwe was a Vice President of Pentapage. Mr. Scheiwe had served as
General Counsel and Secretary to Premiere Page and its predecessor
companies from their inception in 1988.
JAMES E. SENG has been Vice President of Engineering of the
Company since February 1996. Prior to joining the Company, Mr. Seng was
President of Project Group 2000, an engineering consulting firm. From 1990
to 1994, Mr. Seng was Vice President of Engineering at Premiere Page.
SANFORD ANSTEY has been a Director of the Company since
December 6, 1996. Mr. Anstey is Managing Director of BancBoston Capital
Inc., BancBoston's private equity investing subsidiary, and is head of the
firm's media and communications investments team. Mr. Anstey has been
employed by BancBoston Capital since 1988 and is currently a member of the
Advisory Board of Baring Communications Equity, the Board of Directors of
Six Flags Entertainment and the Board of Advisors of Prime Enterprises.
ROBERT F. BENBOW has been a Director of the Company since
November 1995. Mr. Benbow has been a Vice President of Burr, Egan, Deleage
& Co. and a General Partner of certain funds affiliated with Burr, Egan,
Deleage & Co. since 1990. He is also a General Partner of Alta
Communications VI, L.P. Mr. Benbow serves as a director of Golden Sky
Systems, Inc. Mr. Benbow also served as a director of U.S. One<PAGE>
<PAGE 5>
Communications Corp., which filed for bankruptcy in 1997, after Mr. Benbow
had resigned from the Board of Directors thereof.
DAVID J. BERKMAN has been a Director of the Company since
November 1995. Since 1994, Mr. Berkman has served as Executive Vice
President and a member of the Board of Directors of The Associated Group,
Inc. Mr. Berkman is currently Vice Chairman of the Board of Portatel del
Sureste and a director of Teligent, Inc. Mr. Berkman is a former member of
the Board of Directors, and a former member of the Executive Committee, of
the Cellular Telephone Industry Association.
MICHAEL A. GREELEY has been a Director of the Company since
December 6, 1996. Mr. Greeley is the Senior Vice President of GCC
Investments, the investment arm of GC Companies, which operates General
Cinema Theatres. Additionally, Mr. Greeley serves as the Senior Investment
Officer of GC Companies, Inc. From June 1989 to June 1994, Mr. Greeley was
a Vice President of Wasserstein Perella & Co., Inc. Mr. Greeley is
currently a director of Global TeleSystems Group, Inc., Crescent
Communication, American Capital Access Holdings, LLC, and Fuelman, Inc.
MICHAEL MARKBREITER has been a Director of the Company since
January 1996. Mr. Markbreiter has been a portfolio manager at Kingdon
Capital Management Corp. for private equity investments since August 1995.
Mr. Markbreiter co-founded Ram Investment Corp., a venture capital company,
from March 1994 through March 1995, and had previously been a portfolio
manager for Asia at Kingdon Capital Management Corp. from February 1993
through January 1994. Mr. Markbreiter is a director of Alyn Corp. And
Global Pharmaceuticals Corp.
MARC H. MICHEL has been a Director of the Company since its
formation in November 1995. Since January 1998, Mr. Michel has been a
Managing Director of Toronto Dominion Capital (USA) Inc. and TD Securities
(USA) Inc. Prior to that, Mr. Michel had been employed by Eos Partners in
various positions since 1994, most recently as a General Partner of Eos
Partners SBIC, L.P. and a Managing Director of Eos Partners, L.P. Prior to
joining Eos Mr. Michel was a Vice President of Merrill Lynch Interfunding
Inc., a subsidiary of Merrill Lynch & Co.
BRIAN A. RICH has been a Director of the Company since its
formation in November 1995. Mr. Rich is Managing Director of Toronto
Dominion Capital (U.S.A.), Inc., Toronto Dominion Bank's U.S. merchant
bank. Prior to this position, Mr. Rich had been an investment banker in
Toronto Dominion's Communications Finance Group since 1991.
JAMES A. QUEEN has been a Director of the Company since
November 1995. From November 1955 to April 1998, Mr. Queen served as
Chairman of the Board and Chief Executive Officer of the Company. From
February through November 1995, Mr. Queen was Chief Executive Officer of
Pentapage Inc. ("Pentapage"), a company formed by Messrs. Queen, Jennings
<PAGE 6>
and Scheiwe to pursue business opportunities in the communications
industry. Pentapage was dissolved in connection with the initial
capitalization of the Company. Mr. Queen served as Chairman of the Board
and Chief Executive Officer of Premiere Page from its inception in 1988
through December 1994.
Effective April 13, 1998, John F. Sarto became the Company's
Chairman and Chief Executive Officer, replacing James A. Queen who had
resigned from those positions on the same date.
The Company's former Chief Financial Officer resigned in
June 1997. During the search for a replacement, Alan B. Howe, the Company's
Vice President of Finance and Corporate Development, is acting as Chief
Financial Officer of the Company.
Bruce F. Lemay served as Vice President of the Consumer Division
of the Company from February 1997 through March 1998.
The executive officers of the Company are elected by the Board of
Directors and serve at its discretion.
All directors are elected annually and hold office until the next
annual meeting of stockholders and until their successors are duly elected
and qualified. Directors do not receive an annual retainer or meeting
attendance fees. However, the Company reimburses non-management directors
for expenses incurred in attending meetings of the Board of Directors.
During 1997, the Board of Directors of the Company held eleven
meetings. The only standing committees of the Board of Directors are the
Audit Committee and the Compensation Committee. The current members of the
Audit Committee are Messrs. Benbow, Greeley and Michel. The Audit Committee
periodically consults with the Company's management and independent public
accountants on financial matters, including the Company's internal
financial controls and procedures. The Audit Committee held four meetings
in 1997. The current members of the Compensation Committee are
Messrs. Anstey, Berkman and Rich. The Compensation Committee approves
compensation arrangements for the Company's executive officers and
administers the Company's stock option plans. The Compensation Committee
held four meetings in 1997.
Item 11. EXECUTIVE COMPENSATION
______________________
The following table sets forth certain compensation information
as to the Chief Executive Officer and the four other highest paid executive
officers of the Company for the fiscal year ended December 31, 1997:<PAGE>
<PAGE 7>
ANNUAL COMPENSATION [C]
___________________ LONG-TERM
COMPENSATION
AWARDS
______ [C]
[S] [C] [C] [C] [C] SECURI- ALL
NAME AND YEAR SALARY BONUS OTHER TIES OTHER
PRINCIPAL ($) ($) ANNUAL UNDER- COMPEN-
POSITION COMPEN- LYING SATION
SATION OPTIONS (1) ($)
(#)
__________ ____ _______ _____ _______ _______ _______
James A. Queen. . . .1996 201,000 38,000 - 24,671(2) 1,000
Chairman of
the Board
Chief Executive
Officer. .. . . . .1997 220,000 53,175 - -0- 1,000
Bruce E. Lemay. . . .1996 NA NA - NA NA
Vice President
of Consumer
Division. . . . . .1997 157,850 29,570 -0- 1,000
Lawrence P. Jennings.1996 158,000 29,000 - 3,876 1,000
Vice President of
Operations. . . . .1997 169,130 29,652 -0- 1,000
Alan B. Howe. . . . .1996 106,000 19,000 - 1,699 1,000
Vice President of
Finance and
Corporate
Development . . . .1997 114,128 28,450 -0- 1,000
Steven D. Scheiwe . .1996 117,000 21,000 - 4,442 1,000
General Counsel and
Secretary . . . . .1997 125,130 30,467 -0- 1,000
__________
(1) Amounts shown for each officer consist of amounts accrued by the
Company for contribution to the Company's 401(k) Savings Plan that are
allocable to such officer.
(2) In connection with the amendment of Mr. Queen's employment agreement
in 1997, certain options were canceled. See "Employment Agreements"
below.
EMPLOYMENT AGREEMENTS
On March 18, 1998, the Company entered into an employment
agreement with Mr. Sarto providing for a two-year term of employment at a
salary of $325,000 per annum, with a bonus of $100,000 for the first year
of the term and a bonus opportunity of up to $100,000 in the second year.
Effective April 13, Mr. Sarto was granted (i) options to purchase an
aggregate 22,828 shares of the Holdings' Class A Common Stock at a
weighted average exercise price of $275 per share under the Company's
existing stock option plans and (ii) additional options to purchase 10,553
shares of Class A Common Stock at an exercise price of $220 per share.
Mr. Sarto is also be eligible to receive deferred compensation in the
amount of $464,332 per annum for a five-year period, which will be payable
only when and as he is eligible to exercise such additional options and
actually has exercised them.
<PAGE>
<PAGE 8>
In January 1996, the Company and Mr. Jennings entered into an
agreement pursuant to which Mr. Jennings agreed to serve as the Vice
President of Operations of the Company through December 31, 1998. Under the
agreement, Mr. Jennings was paid compensation of $154,000 per year (plus
the cost of health insurance) and is eligible to receive a bonus of up to
20% of his base salary at the discretion of the Board of Directors. In
addition, in 1996 Mr. Jennings was granted options to purchase 3,876 shares
of Common Stock at prices ranging from $100 to $150 per share. One-third of
the options granted vest on each of the following three one-year
anniversaries of the date of grant. The agreement also includes a
confidentiality provision and a non-compete provision. The agreement was
amended in December 1997 to increase Mr. Jennings' annual salary to
$169,128 and to provide that in the event Mr. Jennings is still employed by
the Company on December 31, 1999, he will be entitled to receive a bonus in
respect of 1999 equal to 100% of his salary for 1999.
In December 1997, the Company and Mr. Howe entered into an agreement
pursuant to which Mr. Howe agreed to serve as the Vice President of Finance
and Corporate Development of the Company through December 31, 1998. Under
the agreement, Mr. Howe is paid compensation of $114,128 per year (plus the
cost of health insurance) and is eligible to receive a bonus of up to 20%
of his base salary at the discretion of the Board of Directors. In
addition, in the event Mr. Howe is still employed by the Company on
December 31, 1999, he will be entitled to receive a bonus in respect of
1999 equal to 100% of his salary for 1999. In 1996 Mr. Howe was granted
options to purchase 1,699 shares of Common Stock at prices ranging from
$100 to $150 per share. One-third of the options granted vest on each of
the following three one-year anniversaries of the date of grant. The
agreement also includes a confidentiality provision and a non-compete
provision.
In January 1996, the Company and Mr. Scheiwe entered into an agreement
pursuant to which Mr. Scheiwe agreed to serve as the General Counsel and
Secretary of the Company through December 31, 1998. Under the agreement,
Mr. Scheiwe is paid compensation of $114,200 per year (plus the cost of
health insurance) and is eligible to receive a bonus of up to 20% of his
base salary at the discretion of the Board of Directors. In addition, in
1996 Mr. Scheiwe was granted options to purchase 4,442 shares of Class A
Common Stock at prices ranging from $100 to $150 per share. One-third of
the options granted vest on each of the following three one-year
anniversaries of the date of grant. The agreement also includes a
confidentiality provision and a non-compete provision. The agreement was
amended in December 1997 to increase Mr. Scheiwe's annual salary to
$125,128 and to provide that in the event Mr. Scheiwe is still employed by
the Company on December 31, 1999, he will be entitled to receive a bonus in
respect of 1999 equal to 100% of his salary for 1999.<PAGE>
<PAGE 9>
In November 1995, the Company and Mr. Queen, the former Chairman and
Chief Executive Officer of the Company, entered into an agreement pursuant
to which Mr. Queen had agreed to serve as the Chief Executive Officer of
the Company through December 31, 1998. Under the agreement, Mr. Queen was
paid compensation of $200,000 per year (plus the cost of health insurance)
and was eligible to receive a bonus of up to 25% of his base salary at the
discretion of the Board of Directors. In addition, in 1996 Mr. Queen was
granted options to purchase 24,671 shares of Class A Common Stock at prices
ranging from $100 to $150 per share. One-third of the options granted vest
on each of the following three one-year anniversaries of the date of grant.
The agreement also included a confidentiality provision and a non-compete
provision.
In November 1997, the Company and Mr. Queen amended the employment
agreement. This amendment, among other things, (i) extended the term of
employment through December 31 1999, (ii) reflected the increase in Mr.
Queen's annual salary to $220,000 effected in 1997, (iii) set a maximum
annual bonus of $65,000 and (iv) redefined Mr. Queen's duties to include
serving in the capacity reasonably designated by the Board of Directors in
the event Mr. Queen relinquishes his position as Chairman and Chief
Executive Officer of the Company. Effective April 13, 1998, Mr. Queen
relinquished that position at the Company, and has continued in the employ
of the Company since that date, although he no longer serves as an
executive officer. The amendment to Mr. Queen's employment agreement also
revised the termination provisions such that in the event of termination of
his employment under certain circumstances Mr. Queen will be entitled to
receive the salary he would otherwise be entitled to had he not been
terminated prior to December 31, 1999. The amendment also provided for the
cancellation of options to purchase an aggregate 13,247 shares, the
extension of the vesting period of his remaining options and the extension
of the exercise period of vested options to up to one year following
termination of employment.
401(K) PLAN
The Company maintains a 401(k) Savings Plan for its full-time
employees which permits employee contributions up to 15% of annual
compensation to the plan on a pre-tax basis. In addition, the Company may
make a matching contribution of up to 50% of each participating employee's
annual compensation, not to exceed $1,000, before taxes. The Company may
also make additional discretionary contributions to the Plan in any plan
year up to the annual 401(k) plan contribution limits as defined in the
Internal Revenue Code of 1986, as amended. The Plan is administered by the
Compensation Committee.
For the plan year ended December 31, 1997, the Company has accrued an
aggregate of approximately $91,000 for matching contributions to the Plan
in 1997, of which $1000 was accrued on behalf of each of Messrs. Queen,
Jennings, Howe and Scheiwe, and all of which has been contributed. <PAGE>
<PAGE 10>
Item 12. Security Ownership of Certain
Beneficial Owners and Management
________________________________
Holdings owns all the issued and outstanding capital stock of the
Company. The following table sets forth the information regarding the
beneficial ownership of the Holdings Class A Common Stock, par value $.01
per share (the "Holdings Common Stock"), and Series A Redeemable
Convertible Participating Preferred Stock, as of April 22, 1998 by
(i) certain stockholders or groups of related stockholders who,
individually or as a group, are the beneficial owners of 5% or more of any
class of Holdings Common Stock, (ii) the Chief Executive Officer of
Holdings, the four other most highly compensated executive officers of
Holdings and the directors of Holdings and (iii) the executive officers and
directors of Holdings as a group.
SHARES BENEFICIALLY OWNED
_________________________
CLASS A COMMON STOCK(1) PREFERRED STOCK
_______________________ _______________
[S] [C] [C] [C] [C]
NAME(2) NUMBER OF PERCENT NUMBER OF PERCENT
______ SHARES OF CLASS SHARES OF CLASS
PRINCIPAL STOCKHOLDERS:
Burr, Egan, Deleage Funds(3) . .73,088.02 28.0% 23,088.02 12.2%
c/o Burr, Egan Deleage & Co.
One Post Office Square
Boston, MA 02109
Alta Communications
Funds(4). . . . . . . . . . . .23,088.01 8.5 23,088.01 12.1
c/o Alta Communications, Inc.
One Embarcadero Center,
Suite 4050
San Francisco, CA 94111
Kingdon Associates, L.P . . . . .13,398.99 5.3 5,898.99 3.1
Kingdon Partners, L.P.. . . . . .13,435.06 5.4 935.06 *
M. Kingdon Offshore NV. . . . . .52,025.97 19.2 22,025.97 11.6
52 West 57th Street
New York, NY 10019
Toronto Dominion Capital
(U.S.A.), Inc.. . . . . . . . .55,772.01 21.9 5,772.01 3.0
31 West 52nd Street
20th Floor
New York, NY 10019
TruePosition, Inc.. . . . . . . .55,772.01 21.9 5,772.01 3.0
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Eos Partners SBIC, L.P. . . . . .34,772.01 13.6 5,772.01 3.0
320 Park Avenue
22nd Floor
New York, NY 10022
<PAGE 11>
BancBoston Ventures Inc.. . . . .34,632.03 12.2 34,632.03 18.2
100 Federal Street
Boston, MA 02110
Chestnut Hill Wireless, Inc.. . .40,404.04 14.0 40,404.04 21.2
1300 Boylston Street
Chestnut Hill, MA 02167
EXECUTIVE OFFICERS AND DIRECTORS:
John F. Sarto, Jr.(5) . . . . . .10,553.00 2.3 0 0
Steven D. Scheiwe(5). . . . . . . 4,371.25 * 0 0
Lawrence P. Jennings(5) . . . . . 3,459.87 * 0 0
James E. Seng(5). . . . . . . . . 580.28 * 0 0
Alan B. Howe(5) . . . . . . . . . 566.34 * 0 0
Sanford Anstey(6) . . . . . . . .34,632.03 13.9 34,632.03 18.2
Robert F. Benbow(7) . . . . . . .- - - -
David J. Berkman(8) . . . . . . .55,772.01 22.4 5,772.01 3.0
Michael A. Greeley(9) . . . . . .40,404.04 16.2 40,404.04 21.2
Michael Markbreiter(10) . . . . .78,860.02 31.7 28,860.02 15.2
Marc H. Michel(11). . . . . . . .55,772.01 22.4 5,772.01 3.0
Brian A. Rich(11) . . . . . . . .55,772.01 22.4 5,772.01 3.0
James A. Queen (5). . . . . . . .19,723.00 4.4 0 0
All executive officers
and directors as a group
(13 persons)(12) . . . . . . .323,394.12 76.2 167,388.15 63.6
___________
* Less than 1%.
(1) Includes all shares issuable upon conversion of the Holdings Preferred
Stock.
(2) Except as otherwise noted below, the persons named in the table have
sole voting power and investment power with respect to all shares set
forth in the table. The shares listed include shares of Holdings
Common Stock that may be acquired upon exercise of presently
exercisable options, or options that will become exercisable within 60
days from the date hereof.
(3) Includes (i) 18,525, shares of Holdings Common Stock and 8,554.11
shares of Holdings Preferred Stock owned by Alta Subordinated Debt
Partners III, L.P., (ii) 31,145 shares of Holdings Common Stock and
14,381.53 shares of Holdings Preferred Stock owned by Alta V Limited
Partnership and (iii) 330 shares of Holdings Common Stock and 152.38
shares of Holdings Preferred Stock owned by Customs House Partners.
Alta Subordinated Debt Partners III, L.P., Alta V Limited Partnership
and Customs House Partners are part of an affiliated group of
investment funds referred to, collectively, as the Burr, Egan, Deleage
Funds. The general partner of Alta Subordinated Debt Partners III,
L.P. is Alta Subordinated Debt Management III, L.P. The general
partner of Alta V Limited Partnership is Alta V Management Partners,
L.P. Each of Alta Subordinated Debt Management III, L.P. and Alta V
Management Partners, L.P. exercises sole voting and investment power
with respect to all of the shares held of record by the investment
fund for which it serves as general partner. Burr, Egan, Deleage
& Co., directly or indirectly, provides investment advisory services
to each of the investment funds comprising the Burr, Egan, Deleage
Funds. Certain of the principals of Burr, Egan, Deleage & Co. are
partners in Alta Subordinated Debt Management III, L.P. and Alta V
Management Partners, L.P. and, as such, may be deemed to have or share
voting or investment power with respect to the shares held by the
investment fund for which such entity serves as general partner. The
principals of Burr, Egan, Deleage & Co. disclaim beneficial ownership
of all of such shares except to the extent of their proportionate
pecuniary interests therein. Certain principals of Burr, Egan, Deleage
& Co. are general partners of Customs House Partners and may be deemed
to share voting and investment power with respect to the shares held
of record by Customs House Partners. Such principals of Burr, Egan,
Deleage & Co. disclaim beneficial ownership of all of such shares
except to the extent of their proportionate pecuniary interests
therein. In addition, certain principals of Burr, Egan, Deleage & Co.
are affiliated with Alta Communications, Inc. <PAGE>
<PAGE 12>
(4) Includes (i) 22,574.16 shares of Holdings Preferred Stock owned by
Alta Communications VI, L.P. and (ii) 513.85 shares of Holdings
Preferred Stock owned by Alta Comm S by S, L.L.C. Alta
Communications VI, L.P. and Alta Comm S by S are part of an affiliated
group of investment funds referred to, collectively, as the Alta
Communications Funds. The general partner of Alta Communications VI,
L.P. is Alta Communications VI Management Partners, L.P. Alta
Communications VI Management Partners, L.P., exercises sole voting and
investment power with respect to all of the shares held of record by
Alta Communications VI, L.P. Alta Communications, Inc. provides
investment advisory services to each of the funds comprising the Alta
Communications Funds. Certain of the principals of Alta
Communications, Inc. are partners of Alta Communications VI Management
Partners, L.P. and as such may be deemed to have or share voting or
investment power with respect to the shares held by Alta
Communications VI, L.P. The principals of Alta Communications, Inc.
disclaim beneficial ownership of all of such shares except to the
extent of their proportionate pecuniary interests therein. Certain
principals of Alta Communications, Inc. are members of Alta Comm Side
by Side and may be deemed to share voting and investment power with
respect to the shares held of record by Alta Comm S by S. Such
principals of Alta Communications, Inc. disclaim beneficial ownership
of such shares except to the extent of their proportionate pecuniary
interests therein. In addition, certain principals of Alta
Communications, Inc. are affiliated with Burr, Egan, Deleage & Co.
(5) Includes options to purchase shares of Holdings Common Stock that are
presently exercisable, or that will become exercisable within 60 days
from the date hereof.
(6) Mr. Anstey may be deemed to beneficially own the shares of capital
stock owned by BancBoston Ventures. Mr. Anstey disclaims beneficial
ownership of such shares.
(7) Mr. Benbow is a general partner of Alta Subordinated Debt Management
III, L.P., Alta V Management Partners, L.P. and Alta Communications VI
Management Partners, L.P. As a general partner of these funds, he may
be deemed to share voting and investment power with respect to the
shares of Holdings Common Stock and Holdings Preferred Stock owned by
the investment funds for which these funds serve as general partner.
Mr. Benbow disclaims beneficial ownership to such shares except to the
extent of his proportionate pecuniary interests therein. In addition,
Mr. Benbow disclaims all beneficial ownership to all the shares held
by Customs House Partners and Alta Comm Side by Side, L.L.C.
(8) Mr. Berkman may be deemed to beneficially own the shares of capital
stock owned by TruePosition, Inc. Mr. Berkman disclaims beneficial
ownership of such shares.
(9) Mr. Greeley may be deemed to beneficially own the shares of capital
stock owned by Chestnut Hill Wireless. Mr. Greeley disclaims
beneficial ownership of such shares.
(10) Mr. Markbreiter may be deemed to beneficially own the shares of
capital stock owned by Kingdon Associates, L.P., Kingdon Partners,
L.P. and M. Kingdon Offshore NV. Mr. Markbreiter disclaims beneficial
ownership of such shares.
(11) Messrs. Michel and Rich may be deemed to beneficially own the shares
of capital stock owned by Toronto Dominion Capital (U.S.A.), Inc.
Messrs. Michel and Rich disclaim beneficial ownership of such shares.
Mr. Michel was employed by Eos Partners until January 1998.
(13) Includes shares held by (i) BancBoston Ventures Inc. that may be
deemed to be beneficially owned by Mr. Anstey, (ii) TruePosition, Inc.
that may be deemed to be beneficially owned by Mr. Berkman,
(iii) Chestnut Hill Wireless, Inc. that may be deemed to be
beneficially owned by Mr. Greeley, (iv) Kingdon Associates, L.P.,
Kingdon Partners, L.P. and M. Kingdon Offshore NV that may be deemed
to be beneficially owned by Mr. Markbreiter and (v) Toronto Dominion
Capital (U.S.A.), Inc. that may be deemed to be beneficially owned by
Messrs. Michel and Rich. Does not include shares held by Alta
Subordinated Debt Partners III, L.P., Alta V Limited Partnership,
Customs House Partners, Alta Communications VI, L.P. and Alta Comm S
by S that may be deemed to be beneficially owned by Mr. Benbow.
Item 13. Certain Relationships and Related Transactions
______________________________________________
EXCHANGE AGREEMENT
The Company, Holdings and the Holdings stockholders that were a
party thereto (the "Stockholders") have entered into an Exchange Agreement
dated July 31, 1997 filed on Registration Statement on Forms S-4 of the Act
as filed with the Securities and Exchange Commission on September 5, 1997
(the "Exchange Agreement") establishing the holding company structure.
<PAGE>
<PAGE 13>
Under the terms of the Exchange Agreement, each of the
Stockholders exchanged their shares of Company Common Stock and Preferred
Stock for substantially similar shares of Holdings Common Stock ("Holdings
Common Stock") and Preferred Stock ("Holdings Preferred Stock"). The
Exchange Agreement also assigned the Stock Purchase Agreement, dated as of
December 6, 1996, among the Company and certain of the Stockholders (the
"Preferred Stock Purchase Agreement"), the Stockholders' Agreement, dated
as of December 6, 1996, among the Company and the Stockholders (the
"Stockholders Agreement") and the Amended and Restated Registration
Agreement, dated as of December 6, 1996, among the Company and the
Stockholders (the "Registration Rights Agreement") from the Company to
Holdings and released the Company from any liabilities thereunder arising
after the date of assignment. Certain provisions of the Stockholders'
Agreement, the Registration Agreement and the Preferred Stock Purchase
Agreement were also amended to facilitate the Units Offering, as described
in the Exchange Agreement. Under the Exchange Agreement, each Stockholder
has also subordinated the payment of any amount due to such Stockholder,
and all other rights and claims of such Stockholder, arising under the
Exchange Agreement, the Preferred Stock Purchase Agreement, the
Stockholders' Agreement or the Registration Agreement to the indebtedness
of the Company under or relating to the Company's 14% Exchange Notes issued
pursuant to the Indenture (as hereinafter defined) in the Exchange (the
"Notes") or otherwise arising under the Indenture, dated as of August 6,
1997, between the Company and Norwest Bank Minnesota, National Association,
as trustee and Collateral Agent (the "Indenture") or the Credit Agreement,
dated as of September 17, 1997 (the "Credit Facility"), by and among the
Company, the Lenders named therein, Banque Paribas, as Administrative Agent
for such Lenders and Fleet National Bank, as Document Agent for such
Lenders.
Under the terms of the Exchange Agreement, Holdings has filed an
amendment to its Certificate of Incorporation. Such amendment extends to
February 1, 2008 the date on which the holders of a majority in interest of
Holdings Preferred Stock may require Holdings to redeem all of the
outstanding shares of Holdings Preferred Stock. In addition, such
amendment includes certain provisions requiring the affirmative vote of the
holders of a majority of the shares of Holdings Preferred Stock, voting as
a single class on an as-converted basis, for Holdings to: (i) authorize or
issue, or obligate itself to issue, any equity security senior to or on
parity with Holdings Preferred Stock, (ii) incur, create, assume, become or
be liable in any manner with respect to any new or additional indebtedness
or liability, except under the Indenture or the Credit Facility, or as
permitted by the Indenture or the Credit Facility and delivery of a
definitive agreement with respect thereto and Refinancing Indebtedness,
(iii) redeem, purchase or otherwise acquire for value any shares of
Holdings Common Stock or of any class of capital stock<PAGE>
<PAGE 14>
of Holdings, or any of its outstanding options, warrants or convertible or
exchangeable securities, except for repurchases of shares of Common Stock
at cost by Holdings under employee stock plans and programs, (iv) enter
into any transaction or agreement with any officer, director or stockholder
of Holdings, or any wholly or partially owned subsidiary of Holdings, or
any other affiliate of Holdings, except in an arms-length transaction
approved by the Audit Committee, (v) authorize any merger or consolidation
of Holdings with or into any other corporation, partnership or entity (with
the result that less than a majority of the outstanding voting power of the
surviving corporation is held by persons who were stockholders of Holdings
immediately prior to such event) or permit the sale of all or any material
portion of the capital stock or assets of Holdings (other than sales in the
ordinary course of business and consistent with past practices), or
(vi) increase or decrease the total number of authorized shares of Holdings
Preferred Stock. In addition, the consent of the holders of 66 2.3% of the
issued and outstanding shares of Holdings Preferred Stock is required for
Holdings to permit or authorize the voluntary reorganization, liquidation,
dissolution or winding up of Holdings. Furthermore, Holdings is not
permitted to amend its Certificate of Incorporation or By-laws (a) so as to
adversely affect the rights of the holders of Holdings Preferred Stock with
respect to dividends, liquidation preferences or redemption without the
consent of 80% of the outstanding shares of Holdings Preferred Stock, or
(b) so as to adversely affect any other preference, powers, rights or
privileges of holders of Holdings Preferred Stock without the consent of
holders of at least 66 2.3% of the outstanding shares of Holdings Preferred
Stock.
TD Securities acted as co-manager with Donaldson, Lufkin & Jenrette
Securities Corporation with respect to the issuance of the Units and in
connection therewith received compensation of approximately $1.1 million.
Messrs. Michel and Rich are each Managing Directors of TD Capital (USA),
Inc., an affiliate of TD Securities.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS
AND REPORTS ON FORM 8-K
______________________________
(a)(1 and 2) Financial Statements.
None
(3) Exhibits:
________<PAGE>
<PAGE 15>
Exhibit
Number Description
______ ___________
3.1 Certificate of Incorporation of Teletrac Holdings, Inc., dated
July 15, 1997 (incorporated by reference to Exhibit 3.1 to
Teletrac Holdings, Inc.'s Registration Statement No. 333-35017).
3.2 Certificate of Amendment of Certificate of Incorporation of
Teletrac Holdings, Inc., dated July 30, 1997 (incorporated by
reference to Exhibit 3.2 to Teletrac Holdings, Inc.'s
Registration Statement No. 333-35017).
3.3 Restated Certificate of Incorporation, dated September 18, 1995
of Teletrac, Inc. (incorporated by reference to Exhibit 3.1 to
Teletrac, Inc's Registration Statement No. 333-35021).
3.4 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 4, 1996 of Teletrac, Inc.
(incorporated by reference to Exhibit 3.2 to Teletrac, Inc's
Registration Statement No. 333-35021).
3.5 By-laws of Teletrac Holdings, Inc., adopted as of July 30, 1997
(incorporated by reference to Exhibit 3.3 to Teletrac Holdings,
Inc.'s Registration Statement No. 333-35017).
3.6 By-laws of Teletrac, Inc., adopted as of November 14, 1995
(incorporated by reference to Exhibit 3.3 to Teletrac, Inc.'s
Registration Statement No. 333-35021).
4.1 Warrant Agreement, dated August 6, 1997, between Teletrac
Holdings, Inc. and Norwest Bank Minnesota, National Association,
as Warrant Agent (incorporated by reference to Exhibit 4.1 to
Teletrac Holdings, Inc. Registration Statement No. 333-35017).
4.2 Indenture between Teletrac, Inc. and Norwest Bank Minnesota,
National Association, as Trustee, dated August 6, 1997
(incorporated by reference to Exhibit 4.2 to Teletrac, Inc.'s
Registration Statement No. 333-35021).
4.3 Registration Rights Agreement, dated August 6, 1997, among
Teletrac, Inc., Teletrac Holdings, Inc., Donaldson, Lufkin &
Jenrette Securities Corporation and TD Securities (USA) Inc.
(incorporated by reference to Exhibit 4.2 to Teletrac, Inc.'s
Registration Statement No. 333-35021).<PAGE>
<PAGE 16>
10.1 VLU Production Agreement, dated as of September 6, 1996, between
Tadiran, Ltd. and Teletrac, Inc. (incorporated by reference to
Exhibit 10.1 to Teletrac Holdings, Inc.'s Registration Statement
No. 333-35017).
10.2 Amendment to VLU Production Agreement, dated as of May 28, 1997,
between Tadiran, Ltd. and Teletrac, Inc. (incorporated by
reference to Exhibit 10.2 to Teletrac Holdings, Inc.'s
Registration Statement No. 333-35017).
10.3 Mobile Data Terminal Purchase Agreement, dated as of February 8,
1996, between Micronet, Inc. and Teletrac, Inc. (incorporated by
reference to Exhibit 10.3 to Teletrac Holdings, Inc.'s
Registration Statement No. 333-35017).
10.4 Amendment to Mobile Data Terminal Purchase Agreement, dated
September 16, 1996, between Micronet, Inc. and Teletrac, Inc.
(incorporated by reference to Exhibit 10.4 to Teletrac Holdings,
Inc.'s Registration Statement No. 333-35017).
10.5 Value Added Reseller License Agreement, dated June 3, 1997,
between Etak, Inc. and Teletrac, Inc. (incorporated by reference
to Exhibit 10.5 to Teletrac Holdings, Inc.'s Registration
Statement No. 333-35017).
10.6 Pledge Agreement, dated August 6, 1997, between Teletrac, Inc.
and Norwest Bank Minnesota, National Association, as Collateral
Agent (incorporated by reference to Exhibit 10.6 to Teletrac
Holdings, Inc.'s Registration Statement No. 333-35017).
10.7 Employment Agreement, dated as of November 14, 1995, as amended,
between James A. Queen and Teletrac, as amended by an amendment
thereto dated November 11, 1997.
10.8 Employment Agreement, dated as of January 17, 1996, as amended,
between Lawrence P. Jennings and Teletrac, as amended by an
amendment thereto dated December 5, 1997.
10.9 Employment Agreement, dated as of December 5, 1997, between Alan
B. Howe and Teletrac.
10.10 Employment Agreement, dated as of January 17, 1996, as amended,
between Steven D. Scheiwe and Teletrac, as amended by an
amendment thereto dated December 5, 1997.
10.11 Employment Agreement, dated as of March 18, 1998, between John F.
Sarto, Jr. and Teletrac.<PAGE>
<PAGE 17>
21.1 Subsidiaries of Registrant (incorporated by reference to Exhibit
21.1 to Teletrac Holdings, Inc.'s Registration Statement No. 333-
35017).
(b) Reports on Form 8-K filed during the last quarter of the
fiscal year ended December 31, 1997:
None.<PAGE>
<PAGE 18>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 24, 1998 TELETRAC HOLDINGS, INC.
By /s/ John F. Sarto, Jr.
___________________________
John F. Sarto, Jr.
Chairman of the Board of Directors,
Chief Executive Officer, and Director
TELETRAC, INC.
By /s/ John F. Sarto, Jr.
___________________________
John F. Sarto, Jr.
Chairman of the Board of Directors,
Chief Executive Officer, and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
Chairman of the Board
of Directors, Chief
Executive Officer, and
/s/John F. Sarto, Jr. Director April 27, 1998
_____________________
John F. Sarto, Jr.
Vice President of
Finance and Corporate
Development (Principal
/s/ Alan B. Howe Financial Officer) April 24, 1998
_____________________
Alan B. Howe <PAGE>
<PAGE 19>
Controller (principal
/s/ Charles Scheiwe accounting officer) April 24, 1998
_____________________
Charles Scheiwe
/s/ Sanford Anstey Director April 27, 1998
_____________________
Sanford Anstey
/s/ Robert F. Benbow Director April 27, 1998
_____________________
Robert F. Benbow
/s/ David J. Berkman Director April 25, 1998
_____________________
David J. Berkman
/s/ Michael A. Greeley Director April 24, 1998
______________________
Michael A. Greeley
/s/ Michael Markbreiter Director April 27, 1998
_______________________
Michael Markbreiter
/s/ Marc H. Michel Director April 27, 1998
_____________________
Marc H. Michel
/s/ Brian A. Rich Director April 27, 1998
_____________________
Brian A. Rich
/s/ James A. Queen Director April 27, 1998
_____________________
James A. Queen<PAGE>
<PAGE 20>
EXHIBIT INDEX
Exhibit
Number Description
_______ ___________
3.1 Certificate of Incorporation of Teletrac Holdings, Inc., dated
July 15, 1997 (incorporated by reference to Exhibit 3.1 to
Teletrac Holdings, Inc.'s Registration Statement No. 333-
35017).
3.2 Certificate of Amendment of Certificate of Incorporation of
Teletrac Holdings, Inc., dated July 30, 1997 (incorporated by
reference to Exhibit 3.2 to Teletrac Holdings, Inc.'s
Registration Statement No. 333-35017).
3.3 Restated Certificate of Incorporation, dated September 18,
1995 of Teletrac, Inc. (incorporated by reference to Exhibit
3.1 to Teletrac, Inc's Registration Statement No. 333-35021).
3.4 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 4, 1996 of Teletrac, Inc.
(incorporated by reference to Exhibit 3.2 to Teletrac, Inc's
Registration Statement No. 333-35021).
3.5 By-laws of Teletrac Holdings, Inc., adopted as of July 30,
1997 (incorporated by reference to Exhibit 3.3 to Teletrac
Holdings, Inc.'s Registration Statement No. 333-35017).
3.6 By-laws of Teletrac, Inc., adopted as of November 14, 1995
(incorporated by reference to Exhibit 3.3 to Teletrac, Inc.'s
Registration Statement No. 333-35021).
4.1 Warrant Agreement, dated August 6, 1997, between Teletrac
Holdings, Inc. and Norwest Bank Minnesota, National
Association, as Warrant Agent (incorporated by reference to
Exhibit 4.1 to Teletrac Holdings, Inc. Registration Statement
No. 333-35017).
4.2 Indenture between Teletrac, Inc. and Norwest Bank Minnesota,
National Association, as Trustee, dated August 6, 1997
(incorporated by reference to Exhibit 4.2 to Teletrac, Inc.'s
Registration Statement No. 333-35021).
4.3 Registration Rights Agreement, dated August 6, 1997, among
Teletrac, Inc., Teletrac Holdings, Inc., Donaldson, Lufkin &
Jenrette Securities Corporation and TD Securities (USA) Inc.
(incorporated by reference to Exhibit 4.2 to Teletrac, Inc.'s
Registration Statement No. 333-35021).
<PAGE>
<PAGE 21>
Exhibit
Number Description
_______ ___________
10.1 VLU Production Agreement, dated as of September 6, 1996,
between Tadiran, Ltd. and Teletrac, Inc. (incorporated by
reference to Exhibit 10.1 to Teletrac Holdings, Inc.'s
Registration Statement No. 333-35017).
10.2 Amendment to VLU Production Agreement, dated as of May 28,
1997, between Tadiran, Ltd. and Teletrac, Inc. (incorporated
by reference to Exhibit 10.2 to Teletrac Holdings, Inc.'s
Registration Statement No. 333-35017).
10.3 Mobile Data Terminal Purchase Agreement, dated as of February
8, 1996, between Micronet, Inc. and Teletrac, Inc.
(incorporated by reference to Exhibit 10.3 to Teletrac
Holdings, Inc.'s Registration Statement No. 333-35017).
10.4 Amendment to Mobile Data Terminal Purchase Agreement, dated
September 16, 1996, between Micronet, Inc. and Teletrac, Inc.
(incorporated by reference to Exhibit 10.4 to Teletrac
Holdings, Inc.'s Registration Statement No. 333-35017).
10.5 Value Added Reseller License Agreement, dated June 3, 1997,
between Etak, Inc. and Teletrac, Inc. (incorporated by
reference to Exhibit 10.5 to Teletrac Holdings, Inc.'s
Registration Statement No. 333-35017).
10.6 Pledge Agreement, dated August 6, 1997, between Teletrac, Inc.
and Norwest Bank Minnesota, National Association, as
Collateral Agent (incorporated by reference to Exhibit 10.6 to
Teletrac Holdings, Inc.'s Registration Statement No. 333-
35017).
10.7 Employment Agreement, dated as of November 14, 1995, as
amended, between James A. Queen and Teletrac, as amended by an
amendment thereto dated November 11, 1997.
10.8 Employment Agreement, dated as of January 17, 1996, as
amended, between Lawrence P. Jennings and Teletrac, as amended
by an amendment thereto dated December 5, 1997.
10.9 Employment Agreement, dated as of December 5, 1997, between
Alan B. Howe and Teletrac.
<PAGE>
<PAGE 22>
10.10 Employment Agreement, dated as of January 17, 1996, as
amended, between Steven D. Scheiwe and Teletrac, as amended by
an amendment thereto dated December 5, 1997.
10.11 Employment Agreement, dated as of March 18, 1998, between John
F. Sarto, Jr. and Teletrac.
21.1 Subsidiaries of Registrant (incorporated by reference to
Exhibit 21.1 to Teletrac Holdings, Inc.'s Registration
Statement No. 333-35017).
</TEXT >
<PAGE 1>
EXHIBIT 10.7
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of November 14, 1995, by and
between TELETRAC, INC., a Delaware corporation (the "Company"), and JAMES
A. QUEEN (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises hereof
and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment. (a) The Company hereby employs the
Employee, and the Employee hereby accepts such employment with the
Company, for the period set forth in Section 2 hereof, all upon the terms
and conditions hereinafter set forth.
(b) The Employee affirms and represents that he is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company, or the Employee's undertakings under this
Agreement.
32 Term of Employment. Unless earlier terminated as
hereinafter provided, the term of the Employee's employment under this
Agreement shall initially be for a period beginning on the date hereof and
ending on December 31, 1998. Thereafter, this Agreement will continue in
full force and effect from year to year unless terminated by either the
Employee or the Company by written notice given to the other not later
than October 31 of the year of such termination. The period from the date
hereof until the date the Employee's employment hereunder is terminated
(whether on December 31, 1998 or earlier or later as provided herein) is
hereinafter called the "Employment Term."
<PAGE>
<PAGE 2>
3. Duties. The Employee shall be employed as the Chief
Executive Officer of the Company, shall faithfully and competently perform
such duties as are specified in the Bylaws of the Company and shall also
perform and discharge such other executive employment duties and
responsibilities consistent with his position as Chief Executive Officer
as the Board of Directors of the Company may from time to time reasonably
prescribe. The Employee shall perform his duties at such places and times
as the Board of Directors of the Company may reasonably prescribe;
PROVIDED, HOWEVER, that if compliance with this requirement would require
the Employee to relocate more than 40 miles from his current home in
Kansas City, Missouri, the Employee will only be required to relocate on
such terms and to such location as is mutually acceptable to the Employee
and the Company. Except as may otherwise be approved in advance by the
Board of Directors of the Company, and except during vacation periods and
reasonable periods of absence due to sickness, personal injury or other
disability, personal affairs or non-profit public service activities, the
Employee shall devote his full time during normal business hours
throughout the Employment Term to the services required of him hereunder.
The Employee shall render his business services exclusively to the Company
during the Employment Term and shall use his best efforts, judgment and
energy to improve and advance the business and interests of the Company in
a manner consistent with the duties of his position.
4. Salary, Bonus and Stock Option. (a) Salary. As
compensation for the performance by the Employee of the services to be
performed by the Employee hereunder during the Employment Term, the
Company shall pay the Employee a base salary at the annual rate of two
hundred thousand dollars ($200,000) (said amount, together with any
increases thereto as provided in this Section 4(a), being hereinafter
referred to as "Salary"). Any Salary payable hereunder shall be paid in
regular intervals (but in no event less frequently than monthly) in
accordance with the Company's payroll practices from time to time in
effect. The Salary payable to the Employee pursuant to this Section 4(a)
may be increased as determined from time to time by the Board of Directors
of the Company in its sole discretion.
(b) Bonus. The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 25% of
his then current Salary, to be determined by the Board of Directors of the
Company. Any bonus payable hereunder shall be paid as promptly as
practicable as determined by the Board of Directors in its sole
discretion.
<PAGE>
<PAGE 3>
(c) Withholding, Etc. The payment of any Salary and bonus
hereunder shall be subject to applicable withholding and payroll taxes,
and such other deductions as may be required under the Company's employee
benefit plans.
(d) Stock Option. (i) Simultaneously with the "Subsequent
Closing" (as such term is defined in the Stock Purchase Agreement dated as
of the date hereof by and among the Company and the Investors named
therein, including the Employee (the "Stock Purchase Agreement")) that
occurs concurrently with the closing under the Asset Purchase Agreement
dated as of the date hereof between the Company and AirTouch Services (the
"Asset Purchase Agreement"), the Company shall grant to the Employee a
stock option, intended (to the maximum extent permissible) to qualify as
an "incentive stock option" within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as amended, and otherwise to be treated as
a "non-qualified stock option," to purchase a number of shares of Common
Stock, $.01 par value, of the Company ("Common Stock"), subject to
adjustment as provided therein, constituting 8.53% of the outstanding
shares of Common Stock on a fully-diluted basis (determined on the basis
of the aggregate number of shares of Common Stock then issued pursuant to
the Stock Purchase Agreement and including the shares of Common Stock
issuable pursuant to all options granted under the Plan). The terms and
conditions of such option shall be as provided in the Teletrac, Inc. Stock
Option Plan, in substantially the form attached as Exhibit A to the
Stockholders Agreement dated as of the date hereof among the Company and
the other parties thereto, including the Employee (the "Plan"), and as set
forth in a definitive option agreement or agreements between the Company
and the Employee.
(ii) Simultaneously with each Subsequent Closing under the Stock
Purchase Agreement occurring thereafter, the Company shall grant to the
Employee a stock option to purchase a number of shares of Common Stock,
subject to adjustment as provided therein, such that the Employee's
percentage holdings of Common Stock on a fully-diluted basis (determined
as provided above) shall remain constant. The terms and conditions of
each such option shall be as provided in the Plan and as set forth in a
definitive option agreement or agreements between the Company and the
Employee, and shall be identical to the terms and conditions of the
options granted pursuant to paragraph (a) above; PROVIDED, that the
Company shall be required to grant options intended to qualify as
"incentive stock options" only to the extent permissible under the
applicable provisions of the Internal Revenue Code of 1986, as amended.
5. Other Benefits. During the Employment Term, the Employee
shall: <PAGE>
<PAGE 4>
(i) be eligible to participate in employee fringe benefits and
pension and/or profit sharing plans that may be provided by the Company
for its senior executive employees in accordance with the provisions of
any such plans, as the same may be in effect from time to time;
(ii) be eligible to participate in any medical and health plans
or other employee welfare benefit plans that may be provided by the
Company for its senior executive employees in accordance with the
provisions of any such plans, as the same may be in effect from time to
time;
(iii) be entitled to four weeks' annual paid vacation;
(iv) be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be applicable to
senior executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable and
necessary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder in accordance with the Company's
policies applicable thereto.
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will
participate in the development of or be acquainted with confidential
or proprietary information and trade secrets related to the business
of the Company, its subsidiaries and affiliates (collectively, the
"Companies"), including but not limited to (i) business plans,
operating plans, marketing plans, financial reports, operating data,
budgets, wage and salary rates, pricing strategies and information,
terms of agreements with suppliers or customers and others, customer
lists, patents, devices, software programs, reports, correspondence,
tangible property and specifications owned by or used in the
businesses of one or more of the Companies, (ii) information
pertaining to future developments such as, but not limited to,
research and development, future marketing, distribution, delivery or
merchandising plans or ideas, and potential new business locations,
and (iii) other tangible and intangible property, which are used in
the business and operations of the Companies but not made publicly
available. The information and trade secrets relating to the
business of the Companies described hereinabove in this paragraph (a)
are hereinafter referred to collectively as the "Confidential
Information", provided that the term Confidential Information shall
not include any information (x) that is or becomes generally publicly
available (other than as a result of violation of this Agreement by
the Employee) or (y) that the Employee receives on a nonconfidential
basis from a source (other than the Company, its<PAGE>
<PAGE 5>
affiliates or representatives) that is not known by him to be bound
by an obligation of secrecy or confidentiality to the Companies or
any of them.
(b) The Employee hereby assigns to the Company, in
consideration of his employment, all Confidential Information
developed by or otherwise in the possession of the Employee at any
time during the Employment Term, whether or not made or conceived
during working hours, alone or with others, which relates, directly
or indirectly, to businesses or proposed businesses of any of the
Companies, and the Employee agrees that all such Confidential
Information shall be the exclusive property of the Companies. Upon
request of the Board of Directors of the Company, the Employee shall
execute and deliver to the Companies any specific assignments or
other documents appropriate to vest title in such Confidential
Information in the Companies or to obtain for the Companies legal
protection for such Confidential Information.
(c) The Employee shall not disclose, use or make known for his
or another's benefit any Confidential Information or use such
Confidential Information in any way except in the best interests of
the Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by applicable law or judicial process, but only after notice
to the Company of the Employee's intention to do so and opportunity
for the Company to challenge or limit the scope of the disclosure.
(d) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this
Section 6 would be inadequate and, therefore, agrees that the
Companies shall be entitled to injunctive relief in addition to any
other available rights and remedies in case of any such breach or
threatened breach; PROVIDED,
HOWEVER, that nothing contained herein shall be construed as
prohibiting
the Companies from pursuing any other rights and remedies available
for any such breach or threatened breach.
(e) The Employee agrees that upon termination of his employment
by the Company for any reason, the Employee shall forthwith return to
the Company all Confidential Information, documents, correspondence,
notebooks, reports, computer programs and all other materials and
copies thereof (including computer discs and other electronic media)
relating in any way to the business of the Companies in any way
developed or obtained by the Employee during the period of his
employment with the Company.
<PAGE>
<PAGE 6>
(f) The obligations of the Employee under this Section 6 shall,
except as otherwise provided herein, survive the termination of the
Employment Term and the expiration or termination of this Agreement
and shall terminate three years after the termination of the
Employment Term.
(g) Without limiting the generality of Section 10 hereof, the
Employee hereby expressly agrees that the foregoing provisions of
this Section 6 shall be binding upon the Employee's heirs, successors
and legal representatives.
7. Termination. (a) The Employee's employment hereunder shall
be terminated upon the occurrence of any of the following:
(i) death of the Employee;
(ii) termination of the Employee's employment hereunder by the
Employee at any time for "good reason" (as defined below);
(iii) termination of the Employee's employment hereunder by the
Employee at any time for any reason whatsoever (including, without
limitation, resignation or retirement), other than "good reason" as
contemplated by clause (ii) above;
(iv) termination of the Employee's employment hereunder by the
Company because of the Employee's inability to perform his duties on
account of disability or incapacity within the meaning provided in
the disability insurance policy referred to in paragraph (c) below;
(v) termination of the Employee's employment hereunder by the
Company at any time "for cause" (as defined below), such termination
to take effect immediately upon written notice from the Company to
the Employee;
(vi) termination of the Employee's employment hereunder by the
Company at any time, other than (x) termination by reason of
disability or incapacity as contemplated by clause (iv) above or (y)
termination by the Company "for cause" as contemplated by clause (v)
above; and
(vii) termination of the Employee's employment hereunder
without action by either party, simultaneously with the termination
of the Asset Purchase Agreement pursuant to its terms (in which
event, notwithstanding any provision to the contrary contained
herein, the obligations of the Employee under Sections 6 and 9 hereof
shall also expire and terminate).
<PAGE>
<PAGE 7>
(b) In the event that the Employee's employment is terminated
pursuant to clause (ii) or (vi) of Section 7(a) above, the Company shall
pay to the Employee, as severance pay or liquidated damages or both,
during the twelve-month period immediately following such termination, the
amount of Salary that the Employee would have otherwise been entitled to
receive during such twelve-month period had the Employee's employment not
been so terminated; PROVIDED, HOWEVER, that no such payment shall be due
in the event such termination occurs as a result of a notice of
termination given by the Company or by the Employee in connection with a
failure to renew this Agreement as provided in Section 2.
(c) Promptly after the execution of this Agreement the Company
shall obtain, and shall maintain in effect during the Employment Term, (i)
insurance on the Employee's life in favor of his estate or his named
beneficiary or beneficiaries, in a minimum amount equal to his Salary as
from time to time in effect and (ii) long-term disability insurance in
favor of the Employee, in a minimum amount equal to 60% of his Salary as
from time to time in effect, the proceeds of which shall be payable in the
event the Employee's employment is terminated pursuant to clause (i) or
clause (iv) of Section 7(a) above, as the case may be.
(d) Notwithstanding anything to the contrary expressed or
implied herein, except as required by applicable law and except as set
forth in Sections 7(b) and 7(c) above, the Company (and its affiliates)
shall not be obligated to make any payments to the Employee or on his
behalf of whatever kind or nature by reason of the Employee's cessation of
employment (including, without limitation, by reason of termination of the
Employee's employment by the Company for "cause"), other than (i) such
amounts, if any, of his Salary as shall have accrued and bonus as shall
have been determined to be due by the Board of Directors and, in each
case, remained unpaid as of the date of said cessation and (ii) such other
amounts, if any, which may be then otherwise payable to the Employee from
the Company's benefits plans or reimbursement policies. The termination
of this Agreement shall not relieve the Employee of any liability for any
willful breach hereof.
(e) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder.
(f) For purposes of this Agreement, the following definitions
shall apply:
(i) The term "good reason" shall mean only the following: (1)
material default by the Company in the performance of its obligations
hereunder, (2) material diminishment of the duties, position or
responsibilities of the Employee hereunder (provided that, in either
such case, the Employee shall have provided the Board of Directors of
the Company with written notice of such default or other event and a
<PAGE 8>
reasonable opportunity to discuss the matter with the Employee,
followed by a notice that the Employee adheres to his position and a
reasonable opportunity to cure), or (3) a "Change of Control" of the
Company (as defined below);
(ii) The term "cause" shall mean only the following:
(1) conviction of the Employee of having committed a felony, (2) acts
of dishonesty or moral turpitude by the Employee that are materially
detrimental to the Company and/or its affiliates, (3) acts or
omissions by the Employee that the Employee knew were likely to
materially damage the business of the Company and/or any affiliate of
the Company whose business, operations, assets or properties are
material to the Company, (4) gross negligence by the Employee in the
performance of, or willful disregard by the Employee of, his
obligations hereunder, or willful and material breach by the Employee
of the terms hereof or (5) failure by the Employee to obey the
reasonable and lawful orders of the Board of Directors that are
consistent with the provisions of this Agreement (provided that, in
the event such failure shall not also constitute "cause" under any of
clauses (1) through (4) above, the Employee shall have received
written notice of such failure and a reasonable opportunity to
discuss the matter with the Board of Directors, followed by a notice
that the Board of Directors adheres to its position and a reasonable
opportunity to comply with such orders). It is understood and agreed
that the performance of the Company, whether financial, operational
or otherwise, shall not (in the absence of "cause" as provided in
clauses (1) through (5) above) constitute "cause."
(iii) "Change of Control" shall mean the acquisition of (a)
beneficial ownership of more than 50% of the voting equity securities
of the Company or any successor to the Company (by merger or
otherwise) or (b) all or substantially all the assets of the Company,
by any person or entity (including, without limitation, any group
within the meaning of Section 13(d)(3) of the Securities Exchange
Act, as amended) other than the "Investors," as such term is defined
in the Stock Purchase Agreement dated as of September , 1995, among
the Company and the Investors, or their respective affiliates.
8. Non-Assignability. (a) Neither this Agreement nor any
right or interest hereunder shall be assignable by the Employee or his
beneficiaries or legal representatives without the Company's prior written
consent; PROVIDED, HOWEVER, that nothing in this Section 8(a) shall
preclude the Employee from designating a beneficiary to receive any
benefit payable hereunder upon his death or incapacity.
<PAGE>
<PAGE 9>
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary,
to effect any such action shall be null, void and of no effect.
9. Competition, etc. (a) During the Employment Term and
during the two-year period following the end of the Employment Term for
any reason whatsoever, provided that payments, if any, required pursuant
to Section 7(b) hereof are made in full and in a timely fashion:
(i) the Employee will not directly or indirectly (as a
director, officer, employee, manager, consultant, independent
contractor, advisor or otherwise) engage in competition with, or own
any interest in, perform any services for, participate in or be
connected with any business or organization which engages in
competition with the Company or any of its affiliates in any State
where any business shall be carried on (or formally contemplated to
be carried on) by the Company or any of its affiliates during the
Employment Term or as of the end of the Employment Term, as the case
may be, PROVIDED, HOWEVER, that the provisions of this Section 9(a)(i)
shall not be deemed to prohibit (A) the Employee's ownership of not
more than five percent (5%) of the total shares of all classes of
stock outstanding of any publicly held company, or ownership, whether
through direct or indirect stock holdings or otherwise, of one percent
(1%) or more of any other business or (B) non-profit public service
activities, as contemplated by Section 3 hereof; and
(ii) the Employee will not directly or indirectly induce or
attempt to induce any employee of the Company or any affiliate of the
Company to leave the employ of the Company or such affiliate, or in
any way interfere with the relationship between the Company or any
such affiliate and any employee thereof.
(b) For purposes of this Section 9, a person or entity
(including, without limitation, the Employee) shall be deemed to be a
competitor of the Company or any of its affiliates, or a person or entity
(including, without limitation, the Employee) shall be deemed to be
engaging in competition with the Company or any of its affiliates, if such
person or entity in any way conducts, operates, carries out or engages in
(i) the business of vehicle location and fleet management services or
related services and supplies, or (ii) such other business or businesses
as the Company may conduct in the future in such geographical area or
areas as such business or businesses are conducted.<PAGE>
<PAGE 10>
(c) For purposes of this Section 9, no company or entity that
may be deemed to be an affiliate of the Company solely by reason of its
being controlled by, or under common control with, any of the Investors or
their respective affiliates other than the Company, will be deemed to be
an affiliate of the Company.
(d) In connection with the foregoing provisions of this
Section 9, the Employee represents that his experience, capabilities and
circumstances are such that such provisions will not prevent him from
earning a livelihood. The Employee further agrees that the limitations
set forth in this Section 9 (including, without limitation, time and
territorial limitations) are reasonable and properly required for the
adequate protection of the businesses of the Company and its affiliates.
It is understood and agreed that the covenants made by the Employee in
this Section 9 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement, except as otherwise expressly provided
herein.
(e) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 9
would be inadequate and, therefore, agrees that the Company and any of its
affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; PROVIDED, HOWEVER, that nothing contained herein shall be
construed as prohibiting the Company or any of its affiliates from
pursuing any other rights and remedies available for any such breach or
threatened breach.
10. Binding Effect. Without limiting or diminishing the effect
of Section 8 hereof, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors,
legal representatives and assigns.
11. Notices. Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and either
delivered in person or sent by first class certified or registered mail,
postage prepaid, if to the Company, at the Company's principal place of
business, and if to the Employee, at his home address most recently filed
with the Company, or to such other address or addresses as either party
shall have designated in writing to the other party hereto.
12. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
<PAGE>
<PAGE 11>
13. Severability. The Employee agrees that in the event that
any court of competent jurisdiction shall finally hold that any provision
of Section 6 or 9 hereof is void or constitutes an unreasonable
restriction against the Employee, the provisions of such Section 6 or 9
shall not be rendered void but shall apply with respect to such extent as
such court may judicially determine constitutes a reasonable restriction
under the circumstances. If any part of this Agreement other than Section
6 or 9 is held by a court of competent jurisdiction to be invalid,
illegible or incapable of being enforced in whole or in part by reason of
any rule of law or public policy, such part shall be deemed to be severed
from the remainder of this Agreement for the purpose only of the
particular legal proceedings in question and all other covenants and
provisions of this Agreement shall in every other respect continue in full
force and effect and no covenant or provision shall be deemed dependent
upon any other covenant or provision.
14. Waiver. Failure to insist upon strict compliance with any
of the terms, covenants or conditions hereof shall not be deemed a waiver
of such term, covenant or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one or more times be
deemed a waiver or relinquishment of such right or power at any other time
or times.
15. Entire Agreement; Modifications. This Agreement
constitutes the entire and final expression of the agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements, oral and written, between the parties hereto with respect to
the subject matter hereof. This Agreement may be modified or amended only
by an instrument in writing signed by both parties hereto.
16. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.<PAGE>
<PAGE 12>
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
TELETRAC, INC.
By /s/Steven D. Scheiwe
________________________________
Name: Steven D. Scheiwe
Title: General Counsel and Secretary
/s/James A. Queen
__________________________________
James A. Queen
<PAGE 1>
TELETRAC HOLDINGS, INC.
TELETRAC, INC.
2323 GRAND STREET
SUITE 1100
KANSAS CITY, MISSOURI 64108
November 11, 1997
Mr. James A. Queen
Teletrac, Inc.
2323 Grand Street
Suite 1100
Kansas City, Missouri 64108
Teletrac, Inc.
Teletrac Holdings, Inc.
_______________________
Dear Mr. Queen:
Reference is made to that certain employment agreement dated as
of November 14, 1995 (the "Employment Agreement") between you and
Teletrac, Inc. ("Teletrac"), regarding the terms of your employment with
Teletrac, and to the Incentive Stock Option Agreement and Non-Qualified
Stock Option Agreements between you and Teletrac, as assigned to Teletrac
Holdings, Inc., the sole stockholder of Teletrac ("Holdings" and, together
with Teletrac, the "Company"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the
Employment Agreement.
This will confirm our understanding that the Employment
Agreement and such Stock Option Agreements are hereby amended as follows:
17. Section 2 of the Employment Agreement is hereby deleted and
the following is inserted in its place:
"18. Term of Employment. Unless earlier terminated as
hereinafter provided, the term of the Employee's employment under this
Agreement shall initially be for a period beginning on the date hereof and
ending on December 31, 1999. The period from the date hereof until the
date the Employee's employment hereunder is terminated (whether on Decem-
ber 31, 1999 or earlier as provided herein) is hereinafter called the
"Employment Term."<PAGE>
<PAGE 2>
19. Section 3 of the Employment Agreement is hereby deleted and
the following is inserted in its place:
"3. Duties. The Employee shall initially be employed as the
Chairman and Chief Executive Officer of the Company and after
relinquishment of such titles shall be employed in such capacity as the
Board of Directors shall reasonably prescribe. Employee shall faithfully
and competently perform such duties as the Board of Directors of the
Company or any successor Chief Executive Officer may reasonably prescribe
commensurate with Employee's experience and capabilities. The Employee
shall relinquish his title and duties as Chairman and Chief Executive
Officer effective as of the date on which the Company shall employ another
individual to serve as Chief Executive Officer and Chairman. The Employee
shall perform his duties at such places and times as the Board of
Directors of the Company may reasonably prescribe; PROVIDED, HOWEVER, that
if compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home in Kansas City, Missouri, the
Employee will only be required to relocate on such terms and to such
location as is mutually acceptable to the Employee and the Company.
Except as may otherwise be approved in advance by the Board of Directors
of the Company, and except during vacation periods and reasonable periods
of absence due to sickness, personal injury or other disability, personal
affairs or non-profit public service activities, the Employee shall devote
his full time during normal business hours throughout the Employment Term
to the services required of him hereunder. The Employee shall render his
business services exclusively to the Company during the Employment Term
and shall use his best efforts, judgment and energy to improve and advance
the business and interests of the Company in a manner consistent with the
duties of his position."
20. Section 4(a) of the Employment Agreement is hereby deleted
and the following is inserted in its place:
"(a) Salary. As compensation for the performance by the
Employee of the services to be performed by the Employee hereunder during
the Employment Term, the Company shall pay the Employee a base salary at
the annual rate of two hundred twenty thousand dollars ($220,000) (said
amount being hereinafter referred to as "Salary"). Any Salary payable
hereunder shall be paid in regular intervals (but in no event less fre-
quently than monthly) in accordance with the Company's payroll practices
from time to time in effect."
21. Section 4(b) of the Employment Agreement is hereby deleted
and the following is inserted in its place:<PAGE>
<PAGE 3>
"(b) Bonus. (i) The Employee shall be eligible to receive
bonus compensation from the Company in respect of each fiscal year (or
portion thereof) occurring during the Employment Term in an amount up to
$65,000, to be determined by the Board of Directors of the Company.
Any bonus payable hereunder shall be paid as promptly as
practicable as determined by the Board of Directors in its sole
discretion."
22. Section 7(b) of the Employment Agreement is hereby deleted
and the following is inserted in its place:
"(b) In the event that the Employee's employment is terminated
pursuant to clause (ii) or (vi) of Section 7(a) above, the Company shall
pay to the Employee, as severance pay or liquidated damages or both, the
amount of Salary that the Employee would have otherwise been entitled to
receive had the Employee's employment hereunder not been terminated prior
to December 31, 1999. At the election of the Company, such payments may
be made either (A) in a lump sum equal to the net present value of such
payments (at an interest rate determined by the Board of Directors in its
reasonable discretion) payable within five business days following the
date of termination by the Employee pursuant to said clause (ii) or on the
date of termination by the Company pursuant to said clause (vi); or (B)
during the period from the date of termination through December 31, 1999,
in accordance with the Company's payroll practices from time to time in
effect."
23. Clause (i) of Section 7(f) of the Employment Agreement is
hereby deleted and the following is inserted in its place:
"(i) The term "good reason" shall mean only the following: (1)
material default by the Company in the performance of its obligations
hereunder, PROVIDED that the Employee shall have provided the Board
of
Directors of the Company with written notice of such default and a
reasonable opportunity to discuss the matter with the Employee,
followed by a notice that the Employee adheres to his position and a
reasonable opportunity to cure; or (2) a "Change of Control" of the
Company (as defined below);"
24. The parties acknowledge that the Employee has heretofore
been granted options to purchase shares of Common Stock of the Company
pursuant to the Incentive Stock Option Agreements ("ISOs") and Non-
Qualified Stock Option Agreements ("NQSOs") listed below, all of which
were originally granted by Teletrac and assumed by Holdings:<PAGE>
<PAGE 4>
Vested Unvested Total
ISO/NQSO Grant Date Shares Shares Shares
________ __________ ______ ______ ______
ISO 1/17/96 1,000.00 2,000.00 3,000.00
NQSO 1/17/96 874.21 1,748.42 2,622.63
NQSO 2/9/96 572.04 1,144.08 1,716.12
NQSO 3/15/96 919.20 1,838.39 2,757.59
NQSO 4/23/96 837.14 1,674.27 2,511.41
NQSO 5/29/96 917.89 1,835.78 2,753.67
NQSO 7/10/96 838.28 1,676.55 2,514.83
NQSO 8/7/96 564.70 1,129.39 1,694.09
NQSO 11/2/96 1,700.22 3,400.45 5,100.67
________ _________ _________
24,671.01
=========
The parties have agreed that certain of such options be relinquished and
canceled, and that the provisions of the ISO and the NQSOs be amended (i)
to extend the vesting periods of remaining unvested options and (ii) to
extend the period following termination of employment during which any
options vested as of the date of termination may be exercised, all as
provided below:
Cancellation of Options. The parties agree that (i) options to
purchase an aggregate 548.09 shares subject to the NQSO granted on January
17, 1996 that remain unvested as of the date hereof (such canceled shares
to be pro rata from the Class I Option Shares, Class II Option Shares and
Class III Option Shares referred to therein) and (ii) all options to
purchase shares under the NQSOs granted subsequent to January 17, 1996
that remain unvested as of the date hereof, are hereby canceled and
extinguished, such that the aggregate number of unvested shares under all
such Stock Option Agreements is hereby reduced to 3,200.33. Effective as
of the date hereof, the Employee's rights in respect of the options
canceled hereby are terminated and of no force and effect.
Amendment of January 17, 1996 ISO. (a) Section 4(a) of the ISO
granted on January 17, 1996 is hereby deleted and the following is insert-
ed in its place:
"(a) Subject to Section 8 hereof, you will not be entitled to
exercise the Option (and purchase any Option Shares) prior to January
17, 1997. Commencing on each of January 17, 1997, November 2, 1998
and November 2, 1999, provided you shall continue to be employed on
a full-time basis by the Company, you shall become entitled to
exercise the Option with respect to one-third of each of the Class I
Option Shares, the Class II Option Shares and the Class III Option
Shares (rounded to the nearest whole share) until the Option expires
and terminates pursuant to Section 2 hereof."<PAGE>
<PAGE 5>
(b) Section 8(c) of the ISO granted on January 17, 1996 is
hereby deleted and the following is inserted in its place:
"(c) In the event that your employment with the Company terminates
for any reason other than as provided in paragraphs (a) and (b) above
or in connection with a Change in Control, then the Option may only
be exercised until the earlier of (i) January 17, 2003 and (ii) three
months after such termination, and only to the same extent that you
were entitled to exercise the Option on the date your employment was
so terminated and had not previously done so."
Amendment of January 17, 1996 NQSO. (a) Section 4(a) of the
NQSO granted on January 17, 1996 is hereby deleted and the following is
inserted in its place:
"(a) Subject to Section 8 hereof, you will not be entitled to
exercise the Option (and purchase any Option Shares) prior to January
17, 1997. Commencing on each of January 17, 1997, November 2, 1998
and November 2, 1999, provided you shall continue to be employed on
a full-time basis by the Company, you shall become entitled to
exercise the Option with respect to one-third of each of the Class I
Option Shares, the Class II Option Shares and the Class III Option
Shares (rounded to the nearest whole share) until the Option expires
and terminates pursuant to Section 2 hereof."
(b) Section 8(c) of the NQSO granted on January 17, 1996 is
hereby deleted and the following is inserted in its place:
"(c) In the event that your employment with the Company terminates
for any reason other than as provided in paragraphs (a) and (b) above
or in connection with a Change in Control, then the Option may only
be exercised until the earlier of (i) January 17, 2003 and (ii) one
year after such termination, and only to the same extent that you
were entitled to exercise the Option on the date your employment was
so terminated and had not previously done so."
Amendment of Other NQSOs. (a) Section 4(a) of each of the other
NQSOs is hereby deleted and the following is inserted in its place:
"(a) Subject to Section 8 hereof, you will not be entitled to
exercise the Option (and purchase any Option Shares) prior to January
17, 1997. Commencing on each of January 17, 1997, November 2, 1998
and November 2, 1999, provided you shall continue to be employed on
a full-time basis by the Company, you shall become entitled to
exercise the Option with respect to one-third of each of the Class I
Option Shares, the Class II<PAGE>
<PAGE 6>
Option Shares and the Class III Option Shares (rounded to the nearest
whole share) until the Option expires and terminates pursuant to
Section 2 hereof."
(b) Clause (ii) of Section 8(c) of each of the NQSOs other than
the January 17, 1996 NQSO is hereby deleted and the following is inserted
in its place:
"(ii) one year after such termination"
25. Except as expressly provided in this Amendment, nothing
herein shall affect or be deemed to affect any provisions of the
Employment Agreement, the ISO or any of the NQSOs, and except only to the
extent that they may be varied hereby, all of the terms of each such
agreement shall remain unchanged and in full force and effect and are
hereby ratified and confirmed.
* * * * * * *
<PAGE>
<PAGE 7>
If the foregoing correctly sets forth our understanding
concerning this matter, please sign below and return to us an
executed copy of this letter, whereupon this letter shall become a binding
agreement between us.
Very truly yours,
TELETRAC, INC.
By/s/Steven D. Scheiwe
_______________________________
Name: Steven D. Scheiwe
Title: General Counsel and Secretary
TELETRAC HOLDINGS, INC.
By/s/Steven D. Scheiwe
_______________________________
Name: Steven D. Scheiwe
Title: General Counsel and Secretary
Accepted and agreed to
as of the date first
above written:
/s/James A. Queen
______________________________
James A. Queen
<PAGE 1>
EXHIBIT 10.8
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 17, 1996, by and
between TELETRAC, INC., a Delaware corporation (the "Company"), and
LAWRENCE P. JENNINGS (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises hereof
and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment. (a) The Company hereby employs the Employee,
and the Employee hereby accepts such employment with the Company, for the
period set forth in Section 2 hereof, all upon the terms and conditions
hereinafter set forth.
(b) The Employee affirms and represents that he is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company, or the Employee's undertakings under this
Agreement.
2. Term of Employment. Unless earlier terminated as
hereinafter
provided, the term of the Employee's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending on
December 31, 1998. Thereafter, this Agreement will continue in full force
and effect from year to year unless terminated by either the Employee or
the Company by written notice given to the other not later than October 31
of the year of such termination. The period from the date hereof until
the date the Employee's employment hereunder is terminated (whether on
December 31, 1998 or earlier or later as provided herein) is hereinafter
called the "Employment Term."
<PAGE 2>
3. Duties. The Employee shall be employed as the Vice
President
of Operations of the Company, shall faithfully and competently perform
such duties as are specified in the Bylaws of the Company and shall also
perform and discharge such other executive employment duties and
responsibilities consistent with his position as Vice President of
Operations as the Board of Directors of the Company may from time to time
reasonably prescribe. The Employee shall perform his duties at such
places and times as the Board of Directors of the Company may reasonably
prescribe; PROVIDED, HOWEVER, that if
compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home, the Employee will only be
required to relocate on such terms and to such location as is mutually
acceptable to the Employee and the Company. Except as may otherwise be
approved in advance by the Board of Directors of the Company, and except
during vacation periods and reasonable periods of absence due to sickness,
personal injury or other disability, personal affairs or non-profit public
service activities, the Employee shall devote his full time during normal
business hours throughout the Employment Term to the services required of
him hereunder. The Employee shall render his business services
exclusively to the Company during the Employment Term and shall use his
best efforts, judgment and energy to improve and advance the business and
interests of the Company in a manner consistent with the duties of his
position.
4. Salary, Bonus and Stock Option. (a) Salary. As
compensation
for the performance by the Employee of the services to be performed by the
Employee hereunder during the Employment Term, the Company shall pay the
Employee a base salary at the annual rate of one hundred fifty-four
thousand dollars ($154,000) (said amount, together with any increases
thereto as provided in this Section 4(a), being hereinafter referred to as
"Salary"). Any Salary payable hereunder shall be paid in regular
intervals (but in no event less frequently than monthly) in accordance
with the Company's payroll practices from time to time in effect. The
Salary payable to the Employee pursuant to this Section 4(a) may be
increased as determined from time to time by the Board of Directors of the
Company in its sole discretion.
(b) Bonus. The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 20% of
his then current Salary, to be determined by the Board of Directors of the
Company.<PAGE>
<PAGE 3>
Any bonus payable hereunder shall be paid as promptly as
practicable as determined by the Board of Directors in its sole
discretion.
(c) Withholding, Etc. The payment of any Salary and bonus
hereunder shall be subject to applicable withholding and payroll taxes,
and such other deductions as may be required under the Company's employee
benefit plans.
(d) Stock Option. (i) Simultaneously with the "Subsequent
Closing" (as such term is defined in the Stock Purchase Agreement, dated
as of November 14, 1995, by and among the Company and the Investors named
therein, including the Employee (the "Stock Purchase Agreement")) that
occurs concurrently with the closing under the Asset Purchase Agreement,
dated as of November 14, 1995, between the Company and AirTouch Services
(the "Asset Purchase Agreement"), the Company shall grant to the Employee
a stock option, intended (to the maximum extent permissible) to qualify as
an "incentive stock option" within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as amended, and otherwise to be treated as
a "non-qualified stock option," to purchase a number of shares of Common
Stock, $.01 par value, of the Company ("Common Stock"), subject to
adjustment as provided therein, constituting 1.11% of the outstanding
shares of Common Stock on a fully-diluted basis (determined on the basis
of the aggregate number of shares of Common Stock then issued pursuant to
the Stock Purchase Agreement and including the shares of Common Stock
issuable pursuant to all options granted under the Plan). The terms and
conditions of such option shall be as provided in the Teletrac, Inc. Stock
Option Plan, in substantially the form attached as Exhibit A to the
Stockholders Agreement dated as of the date hereof among the Company and
the other parties thereto, including the Employee (the "Plan"), and as set
forth in a definitive option agreement or agreements between the Company
and the Employee.
(ii) Simultaneously with each Subsequent Closing under the Stock
Purchase Agreement occurring thereafter, the Company shall grant to the
Employee a stock option to purchase a number of shares of Common Stock,
subject to adjustment as provided therein, such that the Employee's
percentage holdings of Common Stock on a fully-diluted basis (determined
as provided above) shall remain constant. The terms and conditions of
each such option shall be as provided in the Plan and as set forth in a
definitive option agreement or agreements between the Company and the
Employee, and shall be identical to the terms and conditions of the
options granted pursuant to subparagraph (ii) above; PROVIDED, that the
Company shall be required to grant options intended to qualify as
"incentive stock options" only to the extent permissible under the
applicable provisions of the Internal Revenue Code of 1986, as amended.<PAGE>
<PAGE 4>
5. Other Benefits. During the Employment Term, the Employee
shall:
(i) be eligible to participate in employee fringe benefits and
pension and/or profit sharing plans that may be provided by the Company
for its senior executive employees in accordance with the provisions of
any such plans, as the same may be in effect from time to time;
(ii) be eligible to participate in any medical and health plans
or other employee welfare benefit plans that may be provided by the
Company for its senior executive employees in accordance with the
provisions of any such plans, as the same may be in effect from time to
time;
(iii) be entitled to four weeks' annual paid vacation;
(iv) be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be applicable to
senior executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable and
necessary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder in accordance with the Company's
policies applicable thereto.
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will
participate in the development of or be acquainted with confidential
or proprietary information and trade secrets related to the business
of the Company, its subsidiaries and affiliates (collectively, the
"Companies"), including but not limited to (i) business plans,
operating plans, marketing plans, financial reports, operating data,
budgets, wage and salary rates, pricing strategies and information,
terms of agreements with suppliers or customers and others, customer
lists, patents, devices, software programs, reports, correspondence,
tangible property and specifications owned by or used in the
businesses of one or more of the Companies, (ii) information
pertaining to future developments such as, but not limited to,
research and development, future marketing, distribution, delivery or
merchandising plans or<PAGE>
<PAGE 5>
ideas, and potential new business locations, and (iii) other tangible
and intangible property, which are used in the business and
operations of the Companies but not made publicly available. The
information and trade secrets relating to the business of the
Companies described hereinabove in this paragraph (a) are hereinafter
referred to collectively as the "Confidential Information", provided
that the term Confidential Information shall not include any
information (x) that is or becomes generally publicly available
(other than as a result of violation of this Agreement by the
Employee) or (y) that the Employee receives on a nonconfidential
basis from a source (other than the Company, its affiliates or
representatives) that is not known by him to be bound by an
obligation of secrecy or confidentiality to the Companies or any of
them.
(b) The Employee hereby assigns to the Company, in
consideration of his employment, all Confidential Information
developed by or otherwise in the possession of the Employee at any
time during the Employment Term, whether or not made or conceived
during working hours, alone or with others, which relates, directly
or indirectly, to businesses or proposed businesses of any of the
Companies, and the Employee agrees that all such Confidential
Information shall be the exclusive property of the Companies. Upon
request of the Board of Directors of the Company, the Employee shall
execute and deliver to the Companies any specific assignments or
other documents appropriate to vest title in such Confidential
Information in the Companies or to obtain for the Companies legal
protection for such Confidential Information.
(c) The Employee shall not disclose, use or make known for his
or another's benefit any Confidential Information or use such
Confidential Information in any way except in the best interests of
the Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by applicable law or judicial process, but only after notice
to the Company of the Employee's intention to do so and opportunity
for the Company to challenge or limit the scope of the disclosure.
(d) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this
Section 6 would be inadequate and, therefore, agrees that the
Companies shall be entitled to injunctive relief in addition to any
other available rights and remedies in case of any such breach or
threatened breach; PROVIDED,
HOWEVER, that nothing contained herein shall be construed as
prohibiting
<PAGE>
<PAGE 6>
the Companies from pursuing any other rights and remedies available
for any such breach or threatened breach.
(e) The Employee agrees that upon termination of his employment
by the Company for any reason, the Employee shall forthwith return to
the Company all Confidential Information, documents, correspondence,
notebooks, reports, computer programs and all other materials and
copies thereof (including computer discs and other electronic media)
relating in any way to the business of the Companies in any way
developed or obtained by the Employee during the period of his
employment with the Company.
(f) The obligations of the Employee under this Section 6 shall,
except as otherwise provided herein, survive the termination of the
Employment Term and the expiration or termination of this Agreement
and shall terminate three years after the termination of the
Employment Term.
(g) Without limiting the generality of Section 10 hereof, the
Employee hereby expressly agrees that the foregoing provisions of
this Section 6 shall be binding upon the Employee's heirs, successors
and legal representatives.
7. Termination. (a) The Employee's employment hereunder shall
be
terminated upon the occurrence of any of the following:
(i) death of the Employee;
(ii) termination of the Employee's employment hereunder by the
Employee at any time for "good reason" (as defined below);
(iii) termination of the Employee's employment hereunder by the
Employee at any time for any reason whatsoever (including, without
limitation, resignation or retirement), other than "good reason" as
contemplated by clause (ii) above;
(iv) termination of the Employee's employment hereunder by the
Company because of the Employee's inability to perform his duties on
account of disability or incapacity for a period of one hundred
eighty (180) or more days, whether or not consecutive, within any
period of twelve (12) consecutive months;
<PAGE>
<PAGE 7>
(v) termination of the Employee's employment hereunder by the
Company at any time "for cause" (as defined below), such termination
to take effect immediately upon written notice from the Company to
the Employee; and
(vi) termination of the Employee's employment hereunder by the
Company at any time, other than (x) termination by reason of
disability or incapacity as contemplated by clause (iv) above or (y)
termination by the Company "for cause" as contemplated by clause (v)
above.
(b) In the event that the Employee's employment is terminated
pursuant to clause (i), (ii), (iv) or (vi) of Section 7(a) above, the
Company shall pay to the Employee, as severance pay or liquidated damages
or both, during the twelve-month period immediately following such
termination, the amount of Salary that the Employee would have otherwise
been entitled to receive during such twelve-month period had the
Employee's employment not been so terminated; PROVIDED, HOWEVER, that no
such payment shall be due in
the event such termination occurs as a result of a notice of termination
given by the Company or by the Employee in connection with a failure to
renew this Agreement as provided in Section 2.
(c) Notwithstanding anything to the contrary expressed or
implied herein, except as required by applicable law and except as set
forth in Section 7(b) above, the Company (and its affiliates) shall not be
obligated to make any payments to the Employee or on his behalf of
whatever kind or nature by reason of the Employee's cessation of employ-
ment (including, without limitation, by reason of termination of the
Employee's employment by the Company for "cause"), other than (i) such
amounts, if any, of his Salary as shall have accrued and bonus as shall
have been determined to be due by the Board of Directors and, in each
case, remained unpaid as of the date of said cessation and (ii) such other
amounts, if any, which may be then otherwise payable to the Employee from
the Company's benefits plans or reimbursement policies. The termination
of this Agreement shall not relieve the Employee of any liability for any
willful breach hereof.
(d) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder.
(e) For purposes of this Agreement, the following definitions
shall apply:
<PAGE>
<PAGE 8>
(i) The term "good reason" shall mean only the following: (1)
material default by the Company in the performance of its obligations
hereunder, (2) material diminishment of the duties, position or
responsibilities of the Employee hereunder (provided that, in either
such case, the Employee shall have provided the Board of Directors of
the Company with written notice of such default or other event and a
reasonable opportunity to discuss the matter with the Employee,
followed by a notice that the Employee adheres to his position and a
reasonable opportunity to cure), or (3) a "Change of Control" of the
Company (as defined below);
(ii) The term "cause" shall mean only the following:
(1) conviction of the Employee of having committed a felony, (2) acts
of dishonesty or moral turpitude by the Employee that are materially
detrimental to the Company and/or its affiliates, (3) acts or
omissions by the Employee that the Employee knew were likely to
materially damage the business of the Company and/or any affiliate of
the Company whose business, operations, assets or properties are
material to the Company, (4) gross negligence by the Employee in the
performance of, or willful disregard by the Employee of, his
obligations hereunder, or willful and material breach by the Employee
of the terms hereof or (5) failure by the Employee to obey the
reasonable and lawful orders of the Board of Directors that are
consistent with the provisions of this Agreement (provided that, in
the event such failure shall not also constitute "cause" under any of
clauses (1) through (4) above, the Employee shall have received
written notice of such failure and a reasonable opportunity to
discuss the matter with the Board of Directors, followed by a notice
that the Board of Directors adheres to its position and a reasonable
opportunity to comply with such orders). It is understood and agreed
that the performance of the Company, whether financial, operational
or otherwise, shall not (in the absence of "cause" as provided in
clauses (1) through (5) above) constitute "cause."
(iii) "Change of Control" shall mean the acquisition of (a)
beneficial ownership of more than 50% of the voting equity securities
of the Company or any successor to the Company (by merger or
otherwise) or (b) all or substantially all the assets of the Company,
by any person or entity (including, without limitation, any group
within the meaning of Section 13(d)(3) of the Securities Exchange
Act, as amended) other than the "Investors," as such term is defined
in the Stock Purchase Agreement, or their respective affiliates.<PAGE>
<PAGE 9>
8. Non-Assignability. (a) Neither this Agreement nor any
right
or interest hereunder shall be assignable by the Employee or his
beneficiaries or legal representatives without the Company's prior written
consent; PROVIDED, HOWEVER, that nothing in this Section 8(a) shall
preclude
the Employee from designating a beneficiary to receive any benefit payable
hereunder upon his death or incapacity.
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary,
to effect any such action shall be null, void and of no effect.
9. Competition, etc. (a) During the Employment Term and
during
the two-year period following the end of the Employment Term for any
reason whatsoever, provided that payments, if any, required pursuant to
Section 7(b) hereof are made in full and in a timely fashion:
(i) the Employee will not directly or indirectly (as a
director, officer, employee, manager, consultant, independent
contractor, advisor or otherwise) engage in competition with, or own
any interest in, perform any services for, participate in or be
connected with any business or organization which engages in
competition with the Company or any of its affiliates in any State
where any business shall be carried on (or formally contemplated to
be carried on) by the Company or any of its affiliates during the
Employment Term or as of the end of the Employment Term, as the case
may be, PROVIDED, HOWEVER, that the provisions of this
Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's
ownership of not more than five percent (5%) of the total shares of
all classes of stock outstanding of any publicly held company, or
ownership, whether through direct or indirect stock holdings or
otherwise, of one percent (1%) or more of any other business or (B)
non-profit public service activities, as contemplated by Section 3
hereof; and
(ii) the Employee will not directly or indirectly induce or
attempt to induce any employee of the Company or any affiliate of the
Company to leave the employ of the Company or such affiliate, or in
any way interfere with the relationship between the Company or any
such affiliate and any employee thereof.<PAGE>
<PAGE 10>
(b) For purposes of this Section 9, a person or entity
(including, without limitation, the Employee) shall be deemed to be a
competitor of the Company or any of its affiliates, or a person or entity
(including, without limitation, the Employee) shall be deemed to be
engaging in competition with the Company or any of its affiliates, if such
person or entity in any way conducts, operates, carries out or engages in
(i) the business of vehicle location and fleet management services or
related services and supplies, or (ii) such other business or businesses
as the Company may conduct in the future in such geographical area or
areas as such business or businesses are conducted.
(c) For purposes of this Section 9, no company or entity that
may be deemed to be an affiliate of the Company solely by reason of its
being controlled by, or under common control with, any of the Investors or
their respective affiliates other than the Company, will be deemed to be
an affiliate of the Company.
(d) In connection with the foregoing provisions of this
Section 9, the Employee represents that his experience, capabilities and
circumstances are such that such provisions will not prevent him from
earning a livelihood. The Employee further agrees that the limitations
set forth in this Section 9 (including, without limitation, time and
territorial limitations) are reasonable and properly required for the
adequate protection of the businesses of the Company and its affiliates.
It is understood and agreed that the covenants made by the Employee in
this Section 9 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement, except as otherwise expressly provided
herein.
(e) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 9
would be inadequate and, therefore, agrees that the Company and any of its
affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; PROVIDED, HOWEVER, that nothing contained herein shall be
construed as prohibiting the Company or any of its affiliates from
pursuing any other rights and remedies available for any such breach or
threatened breach.
10. Binding Effect. Without limiting or diminishing the effect
of
Section 8 hereof, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors,
legal representatives and assigns.
<PAGE>
<PAGE 11>
under
this Agreement shall be sufficient if in writing and either delivered in
person or sent by first class certified or registered mail, postage
prepaid, if to the Company, at the Company's principal place of business,
and if to the Employee, at his home address most recently filed with the
Company, or to such other address or addresses as either party shall have
designated in writing to the other party hereto.
12. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
13. Severability. The Employee agrees that in the event that
any
court of competent jurisdiction shall finally hold that any provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction
against the Employee, the provisions of such Section 6 or 9 shall not be
rendered void but shall apply with respect to such extent as such court
may judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 9 is
held by a court of competent jurisdiction to be invalid, illegible or
incapable of being enforced in whole or in part by reason of any rule of
law or public policy, such part shall be deemed to be severed from the
remainder of this Agreement for the purpose only of the particular legal
proceedings in question and all other covenants and provisions of this
Agreement shall in every other respect continue in full force and effect
and no covenant or provision shall be deemed dependent upon any other
covenant or provision.
14. Waiver. Failure to insist upon strict compliance with any
of
the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment
of any right or power hereunder at any one or more times be deemed a
waiver or relinquishment of such right or power at any other time or
times.
15. Entire Agreement; Modifications. This Agreement
constitutes
the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
oral and written, between the parties hereto with respect to the subject
matter hereof. This Agreement may be modified or amended only by an
instrument in writing signed by both parties hereto.
16. Counterparts. This Agreement may be executed in two or
more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.<PAGE>
<PAGE 12>
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
TELETRAC, INC.
By /s/James A. Queen
________________________________
Name: James A. Queen
Title: Chief Executive Officer
/s/Lawrence P. Jennings
__________________________________
Lawrence P. Jennings
<PAGE 1>
TELETRAC, INC.
2323 GRAND STREET
SUITE 1100
KANSAS CITY, MISSOURI 64108
December 5, 1997
Lawrence P. Jennings
2323 Grand Street
Suite 1100
Kansas City, Missouri 64108
Re: Teletrac, Inc.
______________
Dear Mr. Jennings:
Reference is made to that certain employment agreement dated as
of January 17, 1996 (the "Employment Agreement") between you and Teletrac,
Inc. (the "Company") regarding the terms of your employment with the
Company. Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to them in the Employment Agreement.
This will confirm our understanding that the Employment
Agreement is hereby amended as follows:
17. Section 2 is hereby deleted and the following is inserted
in its place:
"2. Term of Employment. Unless earlier terminated as
hereinafter
provided, the term of the Employee's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending on
December 31, 1998. The period from the date hereof until the date the
Employee's employment hereunder is terminated (whether on December 31,
1998 or earlier or later as provided herein) is hereinafter called the
"Employment Term.""
18. Section 3 is hereby deleted and the following is inserted
in its place:
<PAGE>
<PAGE 2>
"3. Duties. The Employee shall be employed as the Vice
President
of Operations of the Company, shall faithfully and competently perform
such duties as are specified in the Bylaws of the Company and shall also
perform and discharge such other executive employment duties and
responsibilities consistent with his position as Vice President of
Operations as the Board of Directors of the Company, the Senior Team or
(when an individual is retained by the Company to occupy such position)
the Chief Executive Officer or Chief Operating Officer of the Company may
from time to time reasonably prescribe. The Employee shall perform his
duties at such places and times as the Board of Directors of the Company
may reasonably prescribe; PROVIDED, HOWEVER, that
if compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home, the Employee will only be
required to relocate on such terms and to such location as is mutually
acceptable to the Employee and the Company. Except as may otherwise be
approved in advance by the Board of Directors of the Company, and except
during vacation periods and reasonable periods of absence due to sickness,
personal injury or other disability, personal affairs or non-profit public
service activities, the Employee shall devote his full time during normal
business hours throughout the Employment Term to the services required of
him hereunder. The Employee shall render his business services
exclusively to the Company during the Employment Term and shall use his
best efforts, judgment and energy to improve and advance the business and
interests of the Company in a manner consistent with the duties of his
position."
19. Section 4(a) is hereby deleted and the following is insert-
ed in its place:
"(a) Salary. As compensation for the performance by the
Employee
of the services to be performed by the Employee hereunder during the
Employment Term, the Company shall pay the Employee a base salary at the
annual rate of one hundred sixty nine thousand one hundred and twenty
eight dollars ($169,128) (said amount, together with any increases thereto
as provided in this Section 4(a), being hereinafter referred to as
"Salary"). Any Salary payable hereunder shall be paid in regular
intervals (but in no event less frequently than monthly) in accordance
with the Company's payroll practices from time to time in effect. The
Salary payable to the Employee pursuant to this Section 4(a) may be
increased as determined from time to time by the Board of Directors of the
Company in its sole discretion."
20. Section 4(b) is hereby deleted and the following is insert-
ed in its place:<PAGE>
<PAGE 3>
"(b) Bonus. (i) The Employee shall be eligible to receive
bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 20% of
his then current Salary, to be determined by the Board of Directors of the
Company.
(ii) In the event the Employee is still employed by the Company
on December 31, 1999, the Employee shall receive bonus compensation from
the Company in respect of fiscal year 1999 of 100% of his then current
Salary.
Any bonus payable hereunder shall be paid as promptly as
practicable as determined by the Board of Directors in its sole
discretion."
21. Except as expressly provided in this Amendment, nothing
herein shall affect or be deemed to affect any provisions of the
Employment Agreement, and except only to the extent that they may be
varied hereby, all of the terms of the Employment Agreement shall remain
unchanged and in full force and effect and are hereby ratified and
confirmed.
<PAGE>
<PAGE 4>
If the foregoing correctly sets forth our understanding
concerning this matter, please sign below and return to us an
executed copy of this letter, whereupon this letter shall become a binding
agreement between us.
Very truly yours,
TELETRAC, INC.
By/s/Steven D. Scheiwe
_______________________________
Name: Steven D. Scheiwe
Title: General Counsel and Secretary
Accepted and agreed to
as of the date first
above written:
/s/Lawrence P. Jennings
______________________________
Lawrence P. Jennings
<PAGE 1>
EXHIBIT 10.9
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of December 5, 1997, by and
between TELETRAC, INC., a Delaware corporation (the "Company"), and ALAN
B. HOWE (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises hereof
and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment. (a) The Company hereby employs the Employee,
and the Employee hereby accepts such employment with the Company, for the
period set forth in Section 2 hereof, all upon the terms and conditions
hereinafter set forth.
(b) The Employee affirms and represents that he is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company, or the Employee's undertakings under this
Agreement.
2. Term of Employment. Unless earlier terminated as
hereinafter
provided, the term of the Employee's employment under this Agreement shall
be for a period beginning on the date hereof and ending on December 31,
1998. The period from the date hereof until the date the Employee's
employment hereunder is terminated (whether on December 31, 1998 or
earlier as provided herein) is hereinafter called the "Employment Term."
3. Duties. The Employee shall be employed as the Vice
President
of Finance and Corporate Development of the Company, shall faithfully and
competently perform such duties as are specified in the Bylaws of the
Company and shall also perform and discharge such other executive
employment duties and responsibilities consistent with his position as
Vice President of Finance and Corporate Development as the Board of
Directors of the Company,
<PAGE 2>
the Senior Team or (when an individual is retained by the Company to
occupy such position) the Chief Executive Officer or Chief Operating
Officer of the Company may from time to time reasonably prescribe. The
Employee shall perform his duties at such places and times as the Board of
Directors of the Company may reasonably prescribe; PROVIDED, HOWEVER, that
if compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home in Kansas City, Missouri, the
Employee will only be required to relocate on such terms and to such
location as is mutually acceptable to the Employee and the Company.
Except as may otherwise be approved in advance by the Board of Directors
of the Company, and except during vacation periods and reasonable periods
of absence due to sickness, personal injury or other disability, personal
affairs or non-profit public service activities, the Employee shall devote
his full time during normal business hours throughout the Employment Term
to the services required of him hereunder. The Employee shall render his
business services exclusively to the Company during the Employment Term
and shall use his best efforts, judgment and energy to improve and advance
the business and interests of the Company in a manner consistent with the
duties of his position.
4. Salary, Bonus and Stock Option. (a) Salary. As
compensation
for the performance by the Employee of the services to be performed by the
Employee hereunder during the Employment Term, the Company shall pay the
Employee a base salary at the annual rate of one hundred fourteen thousand
one hundred and twenty eight dollars ($114,128) (said amount, together
with any increases thereto as provided in this Section 4(a), being
hereinafter referred to as "Salary"). Any Salary payable hereunder shall
be paid in regular intervals (but in no event less frequently than
monthly) in accordance with the Company's payroll practices from time to
time in effect. The Salary payable to the Employee pursuant to this
Section 4(a) may be increased as determined from time to time by the Board
of Directors of the Company in its sole discretion.
(b) Bonus. (i) The Employee shall be eligible to receive
bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 20% of
his then current Salary, to be determined by the Board of Directors of the
Company.
(ii) In the event the Employee is still employed by the Company
on December 31, 1999, the Employee shall receive bonus compensation from
the Company in respect of fiscal year 1999 of 100% of his then current
Salary.
Any bonus payable hereunder shall be paid as promptly as
practicable as determined by the Board of Directors in its sole
discretion.
<PAGE>
<PAGE 3>
(c) Withholding, Etc. The payment of any Salary and bonus
hereunder shall be subject to applicable withholding and payroll taxes,
and such other deductions as may be required under the Company's employee
benefit plans.
(d) Stock Option. The Employee shall be eligible to
participate
in the Company's stock option plans on the same basis as similarly
situated employees of the Company. The Employee expressly acknowledges
that any grants to him under such plans shall be determined in the sole
discretion of the Board of Directors of the Company and the Compensation
Committee thereof.
5. Other Benefits. During the Employment Term, the Employee
shall:
i) be eligible to participate in employee fringe benefits and
pension and/or profit sharing plans that may be provided by the Company
for its senior executive employees in accordance with the provisions of
any such plans, as the same may be in effect from time to time;
ii) be eligible to participate in any medical and health plans
or other employee welfare benefit plans that may be provided by the
Company for its senior executive employees in accordance with the
provisions of any such plans, as the same may be in effect from time to
time;
iii) be entitled to three weeks' annual paid vacation;
iv) be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be applicable to
senior executive employees from time to time; and
v) be entitled to reimbursement for all reasonable and
necessary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder in accordance with the Company's
policies applicable thereto.
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will
participate in the development of or be acquainted with confidential
or proprietary information and trade secrets related to the business
of the Company, its subsidiaries and affiliates (collectively, the
"Companies"), including but not limited to (i) business plans,
operating plans, marketing plans, financial reports, operating data,
budgets, wage and salary rates, pricing strategies and information,
terms of agreements with suppliers or customers and others, customer
<PAGE 4>
lists, patents, devices, software programs, reports, correspondence,
tangible property and specifications owned by or used in the
businesses of one or more of the Companies, (ii) information
pertaining to future developments such as, but not limited to,
research and development, future marketing, distribution, delivery or
merchandising plans or ideas, and potential new business locations,
and (iii) other tangible and intangible property, which are used in
the business and operations of the Companies but not made publicly
available. The information and trade secrets relating to the
business of the Companies described hereinabove in this paragraph (a)
are hereinafter referred to collectively as the "Confidential
Information", provided that the term Confidential Information shall
not include any information (x) that is or becomes generally publicly
available (other than as a result of violation of this Agreement by
the Employee) or (y) that the Employee receives on a nonconfidential
basis from a source (other than the Company, its affiliates or
representatives) that is not known by him to be bound by an
obligation of secrecy or confidentiality to the Companies or any of
them.
(b) The Employee hereby assigns to the Company, in
consideration of his employment, all Confidential Information
developed by or otherwise in the possession of the Employee at any
time during the Employment Term, whether or not made or conceived
during working hours, alone or with others, which relates, directly
or indirectly, to businesses or proposed businesses of any of the
Companies, and the Employee agrees that all such Confidential
Information shall be the exclusive property of the Companies. Upon
request of the Board of Directors of the Company, the Employee shall
execute and deliver to the Companies any specific assignments or
other documents appropriate to vest title in such Confidential
Information in the Companies or to obtain for the Companies legal
protection for such Confidential Information.
(c) The Employee shall not disclose, use or make known for his
or another's benefit any Confidential Information or use such
Confidential Information in any way except in the best interests of
the Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by applicable law or judicial process, but only after notice
to the Company of the Employee's intention to do so and opportunity
for the Company to challenge or limit the scope of the disclosure.
(d) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this
Section 6 would be inadequate and, therefore, agrees <PAGE>
<PAGE 5>
that the Companies shall be entitled to injunctive relief in addition
to any other available rights and remedies in case of any such breach
or threatened breach; PROVIDED, HOWEVER, that nothing contained
hereinshall be construed as prohibiting the Companies from
pursuing any other rights and remedies available for any such
breach or threatened breach.
(e) The Employee agrees that upon termination of his employment
by the Company for any reason, the Employee shall forthwith return to
the Company all Confidential Information, documents, correspondence,
notebooks, reports, computer programs and all other materials and
copies thereof (including computer discs and other electronic media)
relating in any way to the business of the Companies in any way
developed or obtained by the Employee during the period of his
employment with the Company.
(f) The obligations of the Employee under this Section 6 shall,
except as otherwise provided herein, survive the termination of the
Employment Term and the expiration or termination of this Agreement
and shall terminate three years after the termination of the
Employment Term.
(g) Without limiting the generality of Section 10 hereof, the
Employee hereby expressly agrees that the foregoing provisions of
this Section 6 shall be binding upon the Employee's heirs, successors
and legal representatives.
7. Termination. (a) The Employee's employment hereunder shall
be
terminated upon the occurrence of any of the following:
i) death of the Employee;
ii) termination of the Employee's employment hereunder by the
Employee at any time for "good reason" (as defined below);
iii) termination of the Employee's employment hereunder by the
Employee at any time for any reason whatsoever (including, without
limitation, resignation or retirement), other than "good reason" as
contemplated by clause (ii) above;
iv) termination of the Employee's employment hereunder by the
Company because of the Employee's inability to perform his duties on
account of disability or incapacity for a period of one hundred
eighty (180) or more days, whether or not consecutive, within any
period of twelve (12) consecutive months;
<PAGE>
<PAGE 6>
v) termination of the Employee's employment hereunder by the
Company at any time "for cause" (as defined below), such termination
to take effect immediately upon written notice from the Company to
the Employee; and
vi) termination of the Employee's employment hereunder by the
Company at any time, other than (x) termination by reason of
disability or incapacity as contemplated by clause (iv) above or (y)
termination by the Company "for cause" as contemplated by clause (v)
above.
(b) In the event that the Employee's employment is terminated
pursuant to clause (i), (ii), (iv) or (vi) of Section 7(a) above, the
Company shall pay to the Employee, as severance pay or liquidated damages
or both, during the twelve-month period immediately following such
termination, the amount of Salary that the Employee would have otherwise
been entitled to receive during such twelve-month period had the
Employee's employment not been so terminated; PROVIDED, HOWEVER, that no
such payment shall be due in
the event such termination occurs as a result of a notice of termination
given by the Company or by the Employee in connection with a failure to
renew this Agreement as provided in Section 2.
(c) Notwithstanding anything to the contrary expressed or
implied herein, except as required by applicable law and except as set
forth in Section 7(b) above, the Company (and its affiliates) shall not be
obligated to make any payments to the Employee or on his behalf of
whatever kind or nature by reason of the Employee's cessation of employ-
ment (including, without limitation, by reason of termination of the
Employee's employment by the Company for "cause"), other than (i) such
amounts, if any, of his Salary as shall have accrued and bonus as shall
have been determined to be due by the Board of Directors and, in each
case, remained unpaid as of the date of said cessation and (ii) such other
amounts, if any, which may be then otherwise payable to the Employee from
the Company's benefits plans or reimbursement policies. The termination
of this Agreement shall not relieve the Employee of any liability for any
willful breach hereof.
(d) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder.
(e) For purposes of this Agreement, the following definitions
shall apply:
(i) The term "good reason" shall mean only the following: (1)
material default by the Company in the performance of its obligations
hereunder, (2) material diminishment of the duties, position or
responsibilities of the Employee hereunder (provided that, in either
such case, the Employee shall have <PAGE>
<PAGE 7>
provided the Board of Directors of the Company with written notice of
such default or other event and a reasonable opportunity to discuss
the matter with the Employee, followed by a notice that the Employee
adheres to his position and a reasonable opportunity to cure), or (3)
a "Change of Control" of the Company (as defined below);
(ii) The term "cause" shall mean only the following:
(1) conviction of the Employee of having committed a felony, (2) acts
of dishonesty or moral turpitude by the Employee that are materially
detrimental to the Company and/or its affiliates, (3) acts or
omissions by the Employee that the Employee knew were likely to
materially damage the business of the Company and/or any affiliate of
the Company whose business, operations, assets or properties are
material to the Company, (4) gross negligence by the Employee in the
performance of, or willful disregard by the Employee of, his
obligations hereunder, or willful and material breach by the Employee
of the terms hereof or (5) failure by the Employee to obey the
reasonable and lawful orders of the Board of Directors that are
consistent with the provisions of this Agreement (provided that, in
the event such failure shall not also constitute "cause" under any of
clauses (1) through (4) above, the Employee shall have received
written notice of such failure and a reasonable opportunity to
discuss the matter with the Board of Directors, followed by a notice
that the Board of Directors adheres to its position and a reasonable
opportunity to comply with such orders). It is understood and agreed
that the performance of the Company, whether financial, operational
or otherwise, shall not (in the absence of "cause" as provided in
clauses (1) through (5) above) constitute "cause."
(iii) "Change of Control" shall mean the acquisition of (a)
beneficial ownership of more than 50% of the voting equity securities
of the Company or any successor to the Company (by merger or
otherwise) or (b) all or substantially all the assets of the Company,
by any person or entity (including, without limitation, any group
within the meaning of Section 13(d)(3) of the Securities Exchange
Act, as amended) other than the "Investors," as such term is defined
in the Stock Purchase Agreement dated as of November 14, 1995, among
the Company and the Investors, or their respective affiliates.
8. Non-Assignability. (a) Neither this Agreement nor any
right
or interest hereunder shall be assignable by the Employee or his
beneficiaries or legal representatives without the Company's prior written
consent; PROVIDED, HOWEVER, that nothing in this Section 8(a) shall
preclude
the Employee from designating a beneficiary to receive any benefit payable
hereunder upon his death or incapacity.
<PAGE>
<PAGE 8>
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary,
to effect any such action shall be null, void and of no effect.
9. Competition, etc. (a) During the Employment Term and
during
the two-year period following the end of the Employment Term for any
reason whatsoever, provided that payments, if any, required pursuant to
Section 7(b) hereof are made in full and in a timely fashion:
i) the Employee will not directly or indirectly (as a
director, officer, employee, manager, consultant, independent
contractor, advisor or otherwise) engage in competition with, or own
any interest in, perform any services for, participate in or be
connected with any business or organization which engages in
competition with the Company or any of its affiliates in any State
where any business shall be carried on (or formally contemplated to
be carried on) by the Company or any of its affiliates during the
Employment Term or as of the end of the Employment Term, as the case
may be, PROVIDED, HOWEVER, that the provisions of this
Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's
ownership of not more than five percent (5%) of the total shares of
all classes of stock outstanding of any publicly held company, or
ownership, whether through direct or indirect stock holdings or
otherwise, of one percent (1%) or more of any other business or (B)
non-profit public service activities, as contemplated by Section 3
hereof; and
ii) the Employee will not directly or indirectly induce or
attempt to induce any employee of the Company or any affiliate of the
Company to leave the employ of the Company or such affiliate, or in
any way interfere with the relationship between the Company or any
such affiliate and any employee thereof.
(b) For purposes of this Section 9, a person or entity
(including, without limitation, the Employee) shall be deemed to be a
competitor of the Company or any of its affiliates, or a person or entity
(including, without limitation, the Employee) shall be deemed to be
engaging in competition with the Company or any of its affiliates, if such
person or entity in any way conducts, operates, carries out or engages in
(i) the business of vehicle location and fleet management services or
related services and supplies, or (ii) such other business or businesses
as the Company may conduct in the future in such geographical area or
areas as such business or businesses are conducted.
(c) For purposes of this Section 9, no company or entity that
may be deemed to be an affiliate of the Company solely by reason of its
being controlled by, or under common control with, any of the Investors or
their
<PAGE 9>
respective affiliates other than the Company, will be deemed to be an
affiliate of the Company.
(d) In connection with the foregoing provisions of this
Section 9, the Employee represents that his experience, capabilities and
circumstances are such that such provisions will not prevent him from
earning a livelihood. The Employee further agrees that the limitations
set forth in this Section 9 (including, without limitation, time and
territorial limitations) are reasonable and properly required for the
adequate protection of the businesses of the Company and its affiliates.
It is understood and agreed that the covenants made by the Employee in
this Section 9 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement, except as otherwise expressly provided
herein.
(e) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 9
would be inadequate and, therefore, agrees that the Company and any of its
affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; PROVIDED, HOWEVER, that nothing contained herein shall be
construed as prohibiting the Company or any of its affiliates from
pursuing any other rights and remedies available for any such breach or
threatened breach.
10. Binding Effect. Without limiting or diminishing the effect
of
Section 8 hereof, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors,
legal representatives and assigns.
11. Notices. Any notice required or permitted to be given
under
this Agreement shall be sufficient if in writing and either delivered in
person or sent by first class certified or registered mail, postage
prepaid, if to the Company, at the Company's principal place of business,
and if to the Employee, at his home address most recently filed with the
Company, or to such other address or addresses as either party shall have
designated in writing to the other party hereto.
12. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.<PAGE>
<PAGE 10>
13. Severability. The Employee agrees that in the event that
any court of competent jurisdiction shall finally hold that any provision
of Section 6 or 9 hereof is void or constitutes an unreasonable
restriction against the Employee, the provisions of such Section 6 or 9
shall not be rendered void but shall apply with respect to such extent as
such court may judicially determine constitutes a reasonable restriction
under the circumstances. If any part of this Agreement other than Section
6 or 9 is held by a court of competent jurisdiction to be invalid,
illegible or incapable of being enforced in whole or in part by reason of
any rule of law or public policy, such part shall be deemed to be severed
from the remainder of this Agreement for the purpose only of the
particular legal proceedings in question and all other covenants and
provisions of this Agreement shall in every other respect continue in full
force and effect and no covenant or provision shall be deemed dependent
upon any other covenant or provision.
14. Waiver. Failure to insist upon strict compliance with any
of
the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment
of any right or power hereunder at any one or more times be deemed a
waiver or relinquishment of such right or power at any other time or
times.
15. Entire Agreement; Modifications. This Agreement
constitutes
the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
oral and written, between the parties hereto with respect to the subject
matter hereof. This Agreement may be modified or amended only by an
instrument in writing signed by both parties hereto.
16. Counterparts. This Agreement may be executed in two or
more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.<PAGE>
<PAGE 11>
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
TELETRAC, INC.
By/s/Steven D. Scheiwe
________________________________
Name: Steven D. Scheiwe
Title: General Counsel and Secretary
/s/Alan B. Howe
__________________________________
Alan B. Howe
<PAGE 1>
EXHIBIT 10.10
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 17, 1996, by and
between TELETRAC, INC., a Delaware corporation (the "Company"), and STEVEN
D. SCHEIWE (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises hereof
and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment. (a) The Company hereby employs the
Employee, and
the Employee hereby accepts such employment with the Company, for the
period set forth in Section 2 hereof, all upon the terms and conditions
hereinafter set forth.
(b) The Employee affirms and represents that he is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company, or the Employee's undertakings under this Agree-
ment.
2. Term of Employment. Unless earlier terminated as hereinafter
provided, the term of the Employee's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending on
December 31, 1998. Thereafter, this Agreement will continue in full force
and effect from year to year unless terminated by either the Employee or
the Company by written notice given to the other not later than October 31
of the year of such termination. The period from the date hereof until the
date the Employee's employment hereunder is terminated (whether on December
31, 1998 or earlier or later as provided herein) is hereinafter called the
"Employment Term."
3. Duties. The Employee shall be employed as the General
Counsel
and Secretary of the Company, shall faithfully and competently perform such
duties as are specified in the Bylaws of the Company and shall also perform
and discharge such other executive employment duties and responsibilities
consistent with his position as General Counsel and Secretary as the Board
of<PAGE>
<PAGE 2>
Directors of the Company may from time to time reasonably prescribe. The
Employee shall perform his duties at such places and times as the Board of
Directors of the Company may reasonably prescribe; provided, however, that
if
________ _______
compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home in Kansas City, Missouri, the
Employee will only be required to relocate on such terms and to such
location as is mutually acceptable to the Employee and the Company. Except
as may otherwise be approved in advance by the Board of Directors of the
Company, and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability, personal
affairs or non-profit public service activities, the Employee shall devote
his full time during normal business hours throughout the Employment Term
to the services required of him hereunder. The Employee shall render his
business services exclusively to the Company during the Employment Term and
shall use his best efforts, judgment and energy to improve and advance the
business and interests of the Company in a manner consistent with the
duties of his position.
4. Salary, Bonus and Stock Option. (a) Salary. As compensa-
tion
for the performance by the Employee of the services to be performed by the
Employee hereunder during the Employment Term, the Company shall pay the
Employee a base salary at the annual rate of one hundred fourteen thousand
two hundred dollars ($114,200) (said amount, together with any increases
thereto as provided in this Section 4(a), being hereinafter referred to as
"Salary"). Any Salary payable hereunder shall be paid in regular intervals
(but in no event less frequently than monthly) in accordance with the
Company's payroll practices from time to time in effect. The Salary
payable to the Employee pursuant to this Section 4(a) may be increased as
determined from time to time by the Board of Directors of the Company in
its sole discretion.
(b) Bonus. The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 20% of his
then current Salary, to be determined by the Board of Directors of the
Company.
Any bonus payable hereunder shall be paid as promptly as practi-
cable as determined by the Board of Directors in its sole discretion.
(c) Withholding, Etc. The payment of any Salary and bonus
hereunder shall be subject to applicable withholding and payroll taxes, and
such other deductions as may be required under the Company's employee
benefit plans.
<PAGE>
<PAGE 3>
(d) Stock Option. (i) Simultaneously with the "Subsequent
Closing" (as such term is defined in the Stock Purchase Agreement, dated as
November 14, 1995, by and among the Company and the Investors named
therein, including the Employee (the "Stock Purchase Agreement")) that
occurs concurrently with the closing under the Asset Purchase Agreement,
dated as of November 14, 1995, between the Company and AirTouch Services
(the "Asset Purchase Agreement"), the Company shall grant to the Employee a
stock option, intended (to the maximum extent permissible) to qualify as an
"incentive stock option" within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as amended, and otherwise to be treated as a
"non-qualified stock option," to purchase a number of shares of Common
Stock, $.01 par value, of the Company ("Common Stock"), subject to adjust-
ment as provided therein, constituting 1.48% of the outstanding shares of
Common Stock on a fully-diluted basis (determined on the basis of the
aggregate number of shares of Common Stock then issued pursuant to the
Stock Purchase Agreement and including the shares of Common Stock issuable
pursuant to all options granted under the Plan). The terms and conditions
of such option shall be as provided in the Teletrac, Inc. Stock Option
Plan, in substantially the form attached as Exhibit A to the Stockholders
Agreement dated as of the date hereof among the Company and the other
parties thereto, including the Employee (the "Plan"), and as set forth in a
definitive option agreement or agreements between the Company and the
Employee.
(ii) Simultaneously with each Subsequent Closing under the Stock
Purchase Agreement occurring thereafter, the Company shall grant to the
Employee a stock option to purchase a number of shares of Common Stock,
subject to adjustment as provided therein, such that the Employee's
percentage holdings of Common Stock on a fully-diluted basis (determined as
provided above) shall remain constant. The terms and conditions of each
such option shall be as provided in the Plan and as set forth in a defini-
tive option agreement or agreements between the Company and the Employee,
and shall be identical to the terms and conditions of the options granted
pursuant to subparagraph (i) above; PROVIDED, that the Company shall be
required to grant options intended to qualify as "incentive stock options"
only to the extent permissible under the applicable provisions of the
Internal Revenue Code of 1986, as amended.
5. Other Benefits. During the Employment Term, the Employee
shall:
(i) be eligible to participate in employee fringe benefits and
pension and/or profit sharing plans that may be provided by the Company for
its senior executive employees in accordance with the provisions of any
such plans, as the same may be in effect from time to time; <PAGE>
<PAGE 4>
(ii) be eligible to participate in any medical and health plans
or other employee welfare benefit plans that may be provided by the Company
for its senior executive employees in accordance with the provisions of any
such plans, as the same may be in effect from time to time;
(iii) be entitled to four weeks' annual paid vacation;
(iv) be entitled to sick leave, sick pay and disability benefits
in accordance with any Company policy that may be applicable to senior
executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable and neces-
sary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder in accordance with the Company's
policies applicable thereto.
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will partici-
pate in the development of or be acquainted with confidential or
proprietary information and trade secrets related to the business of
the Company, its subsidiaries and affiliates (collectively, the
"Companies"), including but not limited to (i) business plans, operat-
ing plans, marketing plans, financial reports, operating data, bud-
gets, wage and salary rates, pricing strategies and information, terms
of agreements with suppliers or customers and others, customer lists,
patents, devices, software programs, reports, correspondence, tangible
property and specifications owned by or used in the businesses of one
or more of the Companies, (ii) information pertaining to future
developments such as, but not limited to, research and development,
future marketing, distribution, delivery or merchandising plans or
ideas, and potential new business locations, and (iii) other tangible
and intangible property, which are used in the business and operations
of the Companies but not made publicly available. The information and
trade secrets relating to the business of the Companies described
hereinabove in this paragraph (a) are hereinafter referred to collec-
tively as the "Confidential Information", provided that the term
Confidential Information shall not include any information (x) that is
or becomes generally publicly available (other than as a result of
violation of this Agreement by the Employee) or (y) that the Employee
receives on a nonconfidential basis from a source (other than the
Company, its affiliates or representatives) that is not known by him
to be bound by an obligation of secrecy or confidentiality to the
Companies or any of them.
<PAGE>
<PAGE 5>
(b) The Employee hereby assigns to the Company, in consideration
of his employment, all Confidential Information developed by or
otherwise in the possession of the Employee at any time during the
Employment Term, whether or not made or conceived during working
hours, alone or with others, which relates, directly or indirectly, to
businesses or proposed businesses of any of the Companies, and the
Employee agrees that all such Confidential Information shall be the
exclusive property of the Companies. Upon request of the Board of
Directors of the Company, the Employee shall execute and deliver to
the Companies any specific assignments or other documents appropriate
to vest title in such Confidential Information in the Companies or to
obtain for the Companies legal protection for such Confidential
Information.
(c) The Employee shall not disclose, use or make known for his
or another's benefit any Confidential Information or use such Confi-
dential Information in any way except in the best interests of the
Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by applicable law or judicial process, but only after notice
to the Company of the Employee's intention to do so and opportunity
for the Company to challenge or limit the scope of the disclosure.
(d) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Sec-
tion 6 would be inadequate and, therefore, agrees that the Companies
shall be entitled to injunctive relief in addition to any other
available rights and remedies in case of any such breach or threatened
breach; PROVIDED,
HOWEVER, that nothing contained herein shall be construed as prohibit-
ing
the Companies from pursuing any other rights and remedies available
for any such breach or threatened breach.
(e) The Employee agrees that upon termination of his employment
by the Company for any reason, the Employee shall forthwith return to
the Company all Confidential Information, documents, correspondence,
notebooks, reports, computer programs and all other materials and
copies thereof (including computer discs and other electronic media)
relating in any way to the business of the Companies in any way
developed or obtained by the Employee during the period of his employ-
ment with the Company.
(f) The obligations of the Employee under this Section 6 shall,
except as otherwise provided herein, survive the termination of the
Employment Term and the expiration or termination of this Agreement
and shall terminate three years after the termination of the Employ-
ment Term.
<PAGE 6>
(g) Without limiting the generality of Section 10 hereof, the
Employee hereby expressly agrees that the foregoing provisions of this
Section 6 shall be binding upon the Employee's heirs, successors and
legal representatives.
7. Termination. (a) The Employee's employment hereunder shall
be
terminated upon the occurrence of any of the following:
(i) death of the Employee;
(ii) termination of the Employee's employment hereunder by the
Employee at any time for "good reason" (as defined below);
(iii) termination of the Employee's employment hereunder by the
Employee at any time for any reason whatsoever (including, without
limitation, resignation or retirement), other than "good reason" as
contemplated by clause (ii) above;
(iv) termination of the Employee's employment hereunder by the
Company because of the Employee's inability to perform his duties on
account of disability or incapacity for a period of one hundred eighty
(180) or more days, whether or not consecutive, within any period of
twelve (12) consecutive months;
(v) termination of the Employee's employment hereunder by the
Company at any time "for cause" (as defined below), such termination
to take effect immediately upon written notice from the Company to the
Employee; and
(vi) termination of the Employee's employment hereunder by the
Company at any time, other than (x) termination by reason of disabili-
ty or incapacity as contemplated by clause (iv) above or (y) termina-
tion by the Company "for cause" as contemplated by clause (v) above.
(b) In the event that the Employee's employment is terminated
pursuant to clause (i), (ii), (iv) or (vi) of Section 7(a) above, the
Company shall pay to the Employee, as severance pay or liquidated damages
or both, during the twelve-month period immediately following such termina-
tion, the amount of Salary that the Employee would have otherwise been
entitled to receive during such twelve-month period had the Employee's
employment not been so terminated; PROVIDED, HOWEVER, that no such payment
shall be due in
the event such termination occurs as a result of a notice of termination
given by the Company or by the Employee in connection with a failure to
renew this Agreement as provided in Section 2.
<PAGE>
<PAGE 7>
(c) Notwithstanding anything to the contrary expressed or
implied herein, except as required by applicable law and except as set
forth in Section 7(b) above, the Company (and its affiliates) shall not be
obligated to make any payments to the Employee or on his behalf of whatever
kind or nature by reason of the Employee's cessation of employment (includ-
ing, without limitation, by reason of termination of the Employee's
employment by the Company for "cause"), other than (i) such amounts, if
any, of his Salary as shall have accrued and bonus as shall have been
determined to be due by the Board of Directors and, in each case, remained
unpaid as of the date of said cessation and (ii) such other amounts, if
any, which may be then otherwise payable to the Employee from the Company's
benefits plans or reimbursement policies. The termination of this Agree-
ment shall not relieve the Employee of any liability for any willful breach
hereof.
(d) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder.
(e) For purposes of this Agreement, the following definitions
shall apply:
(i) The term "good reason" shall mean only the following: (1)
material default by the Company in the performance of its obligations
hereunder, (2) material diminishment of the duties, position or
responsibilities of the Employee hereunder (provided that, in either
such case, the Employee shall have provided the Board of Directors of
the Company with written notice of such default or other event and a
reasonable opportunity to discuss the matter with the Employee,
followed by a notice that the Employee adheres to his position and a
reasonable opportunity to cure), or (3) a "Change of Control" of the
Company (as defined below);
(ii) The term "cause" shall mean only the following: (1) con-
viction of the Employee of having committed a felony, (2) acts of
dishonesty or moral turpitude by the Employee that are materially
detrimental to the Company and/or its affiliates, (3) acts or omis-
sions by the Employee that the Employee knew were likely to materially
damage the business of the Company and/or any affiliate of the Company
whose business, operations, assets or properties are material to the
Company, (4) gross negligence by the Employee in the performance of,
or willful disregard by the Employee of, his obligations hereunder, or
willful and material breach by the Employee of the terms hereof or
(5) failure by the Employee to obey the reasonable and lawful orders
of the Board of Directors that are consistent with the provisions of
this Agreement (provided that, in the event such failure shall not
also constitute "cause" under any of clauses (1) through (4) above,
the Employee shall have received written notice of such failure and a
reasonable opportunity to discuss the matter with the Board of Direc-
tors, followed by a notice that the Board of Directors adheres to its
position and a reasonable opportunity to comply with such orders). It
is understood<PAGE>
<PAGE 8>
and agreed that the performance of the Company, whether financial,
operational or otherwise, shall not (in the absence of "cause" as
provided in clauses (1) through (5) above) constitute "cause."
(iii) "Change of Control" shall mean the acquisition of (a)
beneficial ownership of more than 50% of the voting equity securities
of the Company or any successor to the Company (by merger or other-
wise) or (b) all or substantially all the assets of the Company, by
any person or entity (including, without limitation, any group within
the meaning of Section 13(d)(3) of the Securities Exchange Act, as
amended) other than the "Investors," as such term is defined in the
Stock Purchase Agreement dated as of November 14, 1995, among the
Company and the Investors, or their respective affiliates.
<PAGE>
<PAGE 9>
8. Non-Assignability. (a) Neither this Agreement nor any
right
or interest hereunder shall be assignable by the Employee or his beneficia-
ries or legal representatives without the Company's prior written consent;
PROVIDED, HOWEVER, that nothing in this Section 8(a) shall preclude
the Employee from designating a beneficiary to receive any benefit payable
hereunder upon his death or incapacity.
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation
or to exclusion, attachment, levy or similar process or assignment by
operation of law, and any attempt, voluntary or involuntary, to effect any
such action shall be null, void and of no effect.
9. Competition, etc. (a) During the Employment Term and during
the two-year period following the end of the Employment Term for any reason
whatsoever, provided that payments, if any, required pursuant to Section
7(b) hereof are made in full and in a timely fashion:
(i) the Employee will not directly or indirectly (as a director,
officer, employee, manager, consultant, independent contractor,
advisor or otherwise) engage in competition with, or own any interest
in, perform any services for, participate in or be connected with any
business or organization which engages in competition with the Company
or any of its affiliates in any State where any business shall be
carried on (or formally contemplated to be carried on) by the Company
or any of its affiliates during the Employment Term or as of the end
of the Employment Term, as the case may be, PROVIDED, HOWEVER, that
the provisions of this Section 9(a)(i) shall not be deemed to prohib-
it (A) the Employee's ownership of not more than five percent
(5%) of the total shares of all classes of stock outstanding of
any publicly held company, or ownership, whether through direct
or indirect stock holdings or otherwise, of one percent (1%) or
more of any other business or (B) non-profit public service
activities, as contemplated by Section 3 hereof; and
(ii) the Employee will not directly or indirectly induce or
attempt to induce any employee of the Company or any affiliate of the
Company to leave the employ of the Company or such affiliate, or in
any way interfere with the relationship between the Company or any
such affiliate and any employee thereof.
<PAGE>
<PAGE 10>
(b) For purposes of this Section 9, a person or entity (includ-
ing, without limitation, the Employee) shall be deemed to be a competitor
of the Company or any of its affiliates, or a person or entity (including,
without limitation, the Employee) shall be deemed to be engaging in
competition with the Company or any of its affiliates, if such person or
entity in any way conducts, operates, carries out or engages in (i) the
business of vehicle location and fleet management services or related
services and supplies, or (ii) such other business or businesses as the
Company may conduct in the future in such geographical area or areas as
such business or businesses are conducted.
(c) For purposes of this Section 9, no company or entity that
may be deemed to be an affiliate of the Company solely by reason of its
being controlled by, or under common control with, any of the Investors or
their respective affiliates other than the Company, will be deemed to be an
affiliate of the Company.
(d) In connection with the foregoing provisions of this Sec-
tion 9, the Employee represents that his experience, capabilities and
circumstances are such that such provisions will not prevent him from
earning a livelihood. The Employee further agrees that the limitations set
forth in this Section 9 (including, without limitation, time and territori-
al limitations) are reasonable and properly required for the adequate
protection of the businesses of the Company and its affiliates. It is
understood and agreed that the covenants made by the Employee in this
Section 9 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement, except as otherwise expressly provided
herein.
(e) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 9
would be inadequate and, therefore, agrees that the Company and any of its
affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed
as prohibiting the Company or any of its affiliates from pursuing any other
rights and remedies available for any such breach or threatened breach.
10. Binding Effect. Without limiting or diminishing the effect
of
Section 8 hereof, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors,
legal representatives and assigns.
<PAGE>
<PAGE 11>
11. Notices. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing and either delivered in
person or sent by first class certified or registered mail, postage
prepaid, if to the Company, at the Company's principal place of business,
and if to the Employee, at his home address most recently filed with the
Company, or to such other address or addresses as either party shall have
designated in writing to the other party hereto.
12. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
13. Severability. The Employee agrees that in the event that
any
court of competent jurisdiction shall finally hold that any provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction
against the Employee, the provisions of such Section 6 or 9 shall not be
rendered void but shall apply with respect to such extent as such court may
judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 9 is
held by a court of competent jurisdiction to be invalid, illegible or
incapable of being enforced in whole or in part by reason of any rule of
law or public policy, such part shall be deemed to be severed from the
remainder of this Agreement for the purpose only of the particular legal
proceedings in question and all other covenants and provisions of this
Agreement shall in every other respect continue in full force and effect
and no covenant or provision shall be deemed dependent upon any other
covenant or provision.
14. Waiver. Failure to insist upon strict compliance with any
of
the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of
any right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
15. Entire Agreement; Modifications. This Agreement constitutes
the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
oral and written, between the parties hereto with respect to the subject
matter hereof. This Agreement may be modified or amended only by an
instrument in writing signed by both parties hereto.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.<PAGE>
<PAGE 12>
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
TELETRAC, INC.
By /s/James A. Queen
________________________________
Name: James A. Queen
Title: Chief Executive Officer
/s/Steven D. Scheiwe
__________________________________
Steven D. Scheiwe
<PAGE>
<PAGE 1>
TELETRAC, INC.
2323 GRAND STREET
SUITE 1100
KANSAS CITY, MISSOURI 64108
December 5, 1997
Steven D. Scheiwe, Esq.
2323 Grand Street
Suite 1100
Kansas City, Missouri 64108
Re: Teletrac, Inc.
______________
Dear Mr. Scheiwe:
Reference is made to that certain employment agreement dated as
of January 17, 1996 (the "Employment Agreement") between you and Teletrac,
Inc. (the "Company") regarding the terms of your employment with the
Company. Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to them in the Employment Agreement.
This will confirm our understanding that the Employment Agreement
is hereby amended as follows:
17. Section 2 is hereby deleted and the following is inserted in
its place:
"2. Term of Employment. Unless earlier terminated as hereinaf-
ter
provided, the term of the Employee's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending on
December 31, 1998. The period from the date hereof until the date the
Employee's employment hereunder is terminated (whether on December 31, 1998
or earlier or later as provided herein) is hereinafter called the "Employ-
ment Term.""
18. Section 3 is hereby deleted and the following is inserted in
its place:
<PAGE>
<PAGE 2>
"3. Duties. The Employee shall be employed as the General
Counsel
and Secretary of the Company, shall faithfully and competently perform such
duties as are specified in the Bylaws of the Company and shall also perform
and discharge such other executive employment duties and responsibilities
consistent with his position as General Counsel and Secretary as the Board
of Directors of the Company, the Senior Team or (when an individual is
retained by the Company to occupy such position) the Chief Executive
Officer or Chief Operating Officer of the Company may from time to time
reasonably prescribe. The Employee shall perform his duties at such places
and times as the Board of Directors of the Company may reasonably pre-
scribe; PROVIDED, HOWEVER, that
if compliance with this requirement would require the Employee to relocate
more than 40 miles from his current home in Kansas City, Missouri, the
Employee will only be required to relocate on such terms and to such
location as is mutually acceptable to the Employee and the Company. Except
as may otherwise be approved in advance by the Board of Directors of the
Company, and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability, personal
affairs or non-profit public service activities, the Employee shall devote
his full time during normal business hours throughout the Employment Term
to the services required of him hereunder. The Employee shall render his
business services exclusively to the Company during the Employment Term and
shall use his best efforts, judgment and energy to improve and advance the
business and interests of the Company in a manner consistent with the
duties of his position."
19. Section 4(a) is hereby deleted and the following is inserted
in its place:
"(a) Salary. As compensation for the performance by the
Employee
of the services to be performed by the Employee hereunder during the
Employment Term, the Company shall pay the Employee a base salary at the
annual rate of one hundred twenty five thousand one hundred and twenty
eight dollars ($125,128) (said amount, together with any increases thereto
as provided in this Section 4(a), being hereinafter referred to as "Sala-
ry"). Any Salary payable hereunder shall be paid in regular intervals (but
in no event less frequently than monthly) in accordance with the Company's
payroll practices from time to time in effect. The Salary payable to the
Employee pursuant to this Section 4(a) may be increased as determined from
time to time by the Board of Directors of the Company in its sole discre-
tion."
20. Section 4(b) is hereby deleted and the following is inserted
in its place:
<PAGE>
<PAGE 3>
"(b) Bonus. (i) The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term in an amount up to 20% of his
then current Salary, to be determined by the Board of Directors of the
Company.
(ii) In the event the Employee is still employed by the Company
on December 31, 1999, the Employee shall receive bonus compensation from
the Company in respect of fiscal year 1999 of 100% of his then current
Salary.
Any bonus payable hereunder shall be paid as promptly as practi-
cable as determined by the Board of Directors in its sole discretion."
21. Except as expressly provided in this Amendment, nothing
herein shall affect or be deemed to affect any provisions of the Employment
Agreement, and except only to the extent that they may be varied hereby,
all of the terms of the Employment Agreement shall remain unchanged and in
full force and effect and are hereby ratified and confirmed.
<PAGE>
<PAGE 4>
If the foregoing correctly sets forth our understanding concern-
ing this matter, please sign below and return to us an executed copy of
this letter, whereupon this letter shall become a binding agreement between
us.
Very truly yours,
TELETRAC, INC.
By /s/Alan B. Howe
_______________________________
Name: Alan B. Howe
Title: Vice President of Finance and
Corporate Development
Accepted and agreed to
as of the date first
above written:
/s/Steven D. Scheiwe
______________________________
Steven D. Scheiwe
<PAGE 1>
EXHIBIT 10.11
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of March 18, 1998, by and between
TELETRAC, INC., a Delaware corporation (the "Company"), and JOHN F. SARTO,
JR. (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter into
employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises hereof
and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment. (a) The Company hereby employs the Employee,
and the Employee hereby accepts such employment with the Company, for the
period set forth in Section 2 hereof, all upon the terms and conditions
hereinafter set forth.
(b) The Employee affirms and represents that he is under no
obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company, or the Employee's undertakings under this
Agreement.
2. Term of Employment. Unless earlier terminated as
hereinafter
provided, the term of the Employee's employment under this Agreement shall
initially be for a two-year period beginning on April , 1998 (the
"Effective Date") and ending on April , 2000. Thereafter, this
Agreement will continue in full force and effect from year to year unless
terminated by either the Employee or the Company by written notice given
to the other not later than 90 days prior to the date of termination. The
period from the Effective Date until the date the Employee's employment
hereunder is terminated (whether on April , 2000 or earlier or later as
provided herein) is hereinafter called the "Employment Term."
3. Duties. The Employee shall be employed as the Chairman and
Chief Executive Officer of the Company, shall faithfully and competently
perform such duties as are specified in the Bylaws of the Company and
shall also perform and discharge such other executive employment duties
and responsibilities consistent <PAGE>
<PAGE 2>
with his position as Chief Executive Officer as the Board of Directors of
the Company may from time to time reasonably prescribe. The Employee
shall perform his duties at such places and times as the Board of
Directors of the Company may reasonably prescribe; PROVIDED, HOWEVER, that
if compliance with
this requirement would require the Employee to relocate out of the San
Diego area, the Employee will only be required to relocate on such terms
and to such location as is mutually acceptable to the Employee and the
Company. In that connection, the Company confirms and agrees, as a
material inducement to Employee to enter into and perform this Agreement,
to promptly relocate its principal executive offices to the San Diego
area. Except as may otherwise be approved in advance by the Board of
Directors of the Company, and except during vacation periods and
reasonable periods of absence due to sickness, personal injury or other
disability, personal affairs or non-profit public service activities, the
Employee shall devote his full time during normal business hours
throughout the Employment Term to the services required of him hereunder.
The Employee shall render his business services exclusively to the Company
during the Employment Term and shall use his best efforts, judgment and
energy to improve and advance the business and interests of the Company in
a manner consistent with the duties of his position.
4. Salary, Bonus, Stock Option and Restricted Stock. (a)
Salary.
As compensation for the performance by the Employee of the services to be
performed by the Employee hereunder during the Employment Term, the
Company shall pay the Employee a base salary at the annual rate of three
hundred twenty-nine thousand one hundred twenty-eight dollars ($329,128)
(said amount, together with any increases thereto as provided in this
Section 4(a), being hereinafter referred to as "Salary"). Any Salary
payable hereunder shall be paid in regular intervals (but in no event less
frequently than monthly) in accordance with the Company's payroll
practices from time to time in effect. The Salary payable to the Employee
pursuant to this Section 4(a) shall be subject to review by the Board of
Directors of the Company no less frequently than annually, and may be
increased as determined from time to time (in connection with such review
or otherwise) by the Board of Directors of the Company in its sole
discretion.
(b) Bonus. For the Company's 1998 fiscal year, the Employee
shall
receive bonus compensation from the Company in the amount of $100,000.
For each subsequent fiscal year (or portion thereof) occurring during the
Employment Term, the Employee shall be eligible to receive bonus
compensation from the Company in an amount to be determined by the Board
of Directors of the Company. Any bonus payable hereunder shall be paid as
promptly as practicable as determined by the Board of Directors in its
sole discretion.<PAGE>
<PAGE 3>
(c) Withholding, Etc. The payment of any Salary and bonus
hereunder shall be subject to applicable withholding and payroll taxes,
and such other deductions as may be required under the Company's employee
benefit plans.
(d) Stock Option. Effective the Effective Date, Teletrac
Holdings, Inc., the Company's corporate parent ("Holdings"), shall grant
to the Employee a stock option to purchase an aggregate 22,828 shares,
subject to adjustment as provided therein, of Class A Common Stock, $.01
par value ("Common Stock"), of Holdings. Such option is intended to the
maximum extent permissible to qualify as an "incentive stock option"
within the meaning of Section 422(b) of the Internal Revenue Code of 1986,
as amended. Such option shall be at the purchase price and subject to the
other terms and conditions provided in stock option agreements between
Holdings and the Employee substantially in the forms attached hereto as
Exhibits A-1, A-2 and A-3.
(e) Additional Option. Effective the Effective Date, Holdings
shall grant to the Employee a stock option (the "Additional Option") to
purchase an aggregate 10,553 shares, subject to adjustment as provided
therein, of Common Stock of Holdings, at an exercise price of $220 per
share. Such option shall be fully exercisable upon grant, shall have a
term of five years (subject to earlier expiration in connection with the
termination of Employee's employment), and shall otherwise be upon the
terms and subject to the conditions provided in a stock option agreement
between Holdings and the Employee in respect of such option substantially
in the form attached hereto as Exhibit B.
(f) Deferred Compensation. As of each anniversary of the
Effective Date commencing in 1999, through and including 2003, Employee
shall be eligible to receive the additional sum of four hundred sixty-four
thousand three hundred thirty-two dollars ($464,332) subject to the terms
and conditions provided herein. Such amounts shall be payable in the
amounts and at the times directed by Employee, PROVIDED, that all such
payments are subject to the following conditions:
(i) Prior to or simultaneously with each such payment, the Employee
shall have exercised the Additional Option at least as to that
proportion of shares subject thereto as such payment, together with
all payments theretofore made under this paragraph (f), represents of
the aggregate two million three hundred twenty-one thousand six
hundred sixty dollars ($2,321,660) payable under this paragraph (f).
(ii) Employee is eligible to receive payments hereunder only at the
times and under the circumstances in which he is eligible to exercise
the Additional Option pursuant to its terms, and any amounts
otherwise due or to come due hereunder<PAGE>
<PAGE 4>
shall cease to be due or accrue if the Additional Option shall lapse
unexercised.
(iii) If Employee fails to give payment instructions as to all or any
portion of the amounts payable under this paragraph (f), such amounts
shall be payable in full on the seventh anniversary of the Effective
Date provided that the Employee remains in the full-time employ of
the Company as of such date.
5. Other Benefits. (a) During the Employment Term, the
Employee
shall:
(i) be eligible to participate in employee fringe benefits and
pension and/or profit sharing plans that may be provided by the Company
for its senior executive employees in accordance with the provisions of
any such plans, as the same may be in effect from time to time;
(ii) be eligible to participate in any medical and health plans
or other employee welfare benefit plans that may be provided by the
Company for its senior executive employees in accordance with the
provisions of any such plans, as the same may be in effect from time to
time;
(iii) be entitled to four weeks' annual paid vacation;
(iv) be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be applicable to
senior executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable and
necessary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder (including, without limitation, those
incurred in connection with the Employee's travelling between his home and
the Company's principal executive offices until such offices are relocated
to the San Diego area) in accordance with the Company's policies
applicable thereto.
(b) In addition to the benefit plans described in clause
(a)(ii) above, if during the Employment Term a covered dependent of the
Employee exceeds (i) the lifetime benefits for outpatient services for
mental or nervous disorder, alcoholism or drug abuse, or (ii) the annual
benefit for outpatient services for mental or nervous disorder, alcoholism
or drug abuse available under such plans, then the Company shall pay such
overage up to a maximum of $50,000 per year or, at its option, shall
purchase supplemental insurance that would provide the Employee with the
equivalent benefit.
<PAGE>
<PAGE 5>
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will
participate in the development of or be acquainted with confidential
or proprietary information and trade secrets related to the business
of the Company, Holdings, and their respective subsidiaries and
affiliates (collectively, the "Companies"), including but not limited
to (i) business plans, operating plans, marketing plans, financial
reports, operating data, budgets, wage and salary rates, pricing
strategies and information, terms of agreements with suppliers or
customers and others, customer lists, patents, devices, software
programs, reports, correspondence, tangible property and specifica-
tions owned by or used in the businesses of one or more of the
Companies, (ii) information pertaining to future developments such
as, but not limited to, research and development, future marketing,
distribution, delivery or merchandising plans or ideas, and potential
new business locations, and (iii) other tangible and intangible
property, which are used in the business and operations of the
Companies but not made publicly available. The information and trade
secrets relating to the business of the Companies described
hereinabove in this paragraph (a) are hereinafter referred to
collectively as the "Confidential Information", provided that the
term Confidential Information shall not include any information (x)
that is or becomes generally publicly available (other than as a
result of violation of this Agreement by the Employee) or (y) that
the Employee receives on a nonconfidential basis from a source (other
than the Company, its affiliates or representatives) that is not
known by him to be bound by an obligation of secrecy or
confidentiality to the Companies or any of them.
(b) The Employee hereby assigns to the Company, in
consideration of his employment, all Confidential Information
developed by or otherwise in the possession of the Employee at any
time during the Employment Term, whether or not made or conceived
during working hours, alone or with others, which relates, directly
or indirectly, to businesses or proposed businesses of any of the
Companies, and the Employee agrees that all such Confidential
Information shall be the exclusive property of the Companies. Upon
request of the Board of Directors of the Company, and at the expense
of the Company, the Employee shall execute and deliver to the
Companies any specific assignments or other documents appropriate to
vest title in such Confidential Information in the Companies or to
obtain for the Companies legal protection for such Confidential
Information.
<PAGE>
<PAGE 6>
(c) The Employee shall not disclose, use or make known for his
or another's benefit any Confidential Information or use such
Confidential Information in any way except in the best interests of
the Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by applicable law or judicial process, but only after notice
to the Company of the Employee's intention to do so and opportunity
for the Company to challenge or limit the scope of the disclosure.
(d) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this
Section 6 would be inadequate and, therefore, agrees that the
Companies shall be entitled to seek injunctive relief in addition to
any other available rights and remedies in case of any such breach or
threatened breach; PROVIDED, HOWEVER, that nothing contained herein
shall be construed as
prohibiting the Companies from pursuing any other rights and remedies
available for any such breach or threatened breach.
(e) The Employee agrees that upon termination of his employment
by the Company for any reason, the Employee shall forthwith return to
the Company all Confidential Information, documents, correspondence,
notebooks, reports, computer programs and all other materials and
copies thereof (including computer discs and other electronic media)
relating in any way to the business of the Companies in any way
developed or obtained by the Employee during the period of his
employment with the Company.
(f) The obligations of the Employee under this Section 6 shall
survive the termination of the Employment Term and the expiration or
termination of this Agreement and shall terminate three years after
the termination of the Employment Term.
(g) Without limiting the generality of Section 10 hereof, the
Employee hereby expressly agrees that the foregoing provisions of
this Section 6 shall be binding upon the Employee's heirs, successors
and legal representatives.
7. Termination. (a) The Employee's employment hereunder shall
be
terminated upon the occurrence of any of the following:
(i) death of the Employee;
(ii) termination of the Employee's employment hereunder by the
Employee at any time for "good reason" (as defined below);
<PAGE>
<PAGE 7>
(iii) termination of the Employee's employment hereunder by the
Employee at any time for any reason whatsoever (including, without
limitation, resignation or retirement), other than "good reason" as
contemplated by clause (ii) above;
(iv) termination of the Employee's employment hereunder by the
Company because of the Employee's inability to perform his duties on
account of disability or incapacity for a period of one hundred
eighty (180) or more days, whether or not consecutive, within any
period of twelve (12) consecutive months, as determined by the Board
of Directors of the Company in its reasonable discretion;
(v) termination of the Employee's employment hereunder by the
Company at any time "for cause" (as defined below), such termination
to take effect immediately upon written notice from the Company to
the Employee; and
(vi) termination of the Employee's employment hereunder by the
Company at any time, other than (x) termination by reason of
disability or incapacity as contemplated by clause (iv) above or (y)
termination by the Company "for cause" as contemplated by clause (v)
above.
(b) In the event that the Employee's employment is terminated
pursuant to clause (i), (ii), (iv) or (vi) of Section 7(a) above, the
Company shall pay to the Employee, as severance pay or liquidated damages
or both, an amount equal to two times his then current annual Salary;
PROVIDED, HOWEVER,
that no such payment shall be due in the event such termination occurs on
or after March , 2003 as a result of a notice of termination given by
the Company or by the Employee in connection with a failure to renew this
Agreement as provided in Section 2. At the election of the Company, such
payments may be made either (A) in a lump sum equal to the net present
value of such payments (at an interest rate determined by the Board of
Directors in its reasonable discretion) payable promptly after the date of
termination; or (B) in installments during the twenty-four month period
immediately following the date of termination, in accordance with the
Company's payroll practices from time to time in effect. In the event of
any termination following which payments are due under this paragraph (b),
in addition to such payments, the Company shall continue to pay for each
of the benefits to which Employee would have been entitled under Section
5(a)(ii) and 5(b) hereof but for such termination, for a period of twenty-
four months (or until Employee is entitled to receive comparable benefits
from a subsequent employer, if sooner).
(c) Notwithstanding anything to the contrary expressed or
implied herein, except as required by applicable law and except as set
forth in Section 7(b) above, the Company (and its <PAGE>
<PAGE 8>
affiliates) shall not be obligated to make any payments to the Employee or
on his behalf of whatever kind or nature by reason of the Employee's
cessation of employment (including, without limitation, by reason of
termination of the Employee's employment by the Company for "cause"),
other than (i) such amounts, if any, of his Salary as shall have accrued
and bonus as shall have been determined to be due by the Board of
Directors and, in each case, remained unpaid as of the date of said
cessation and (ii) such other amounts, if any, which may be then otherwise
payable to the Employee from the Company's benefits plans or reimbursement
policies. The termination of this Agreement shall not relieve the
Employee of any liability for any willful breach hereof.
(d) No interest shall accrue on or be paid with respect to any
portion of any payments hereunder unless not paid when due.
(e) For purposes of this Agreement, the following definitions
shall apply:
(i) The term "good reason" shall mean only the following: (1)
material default by the Company in the performance of its obligations
hereunder, (2) material diminishment of the duties, position or
responsibilities of the Employee hereunder (provided that, in either
such case, the Employee shall have provided the Board of Directors of
the Company with written notice of such default or other event and a
reasonable opportunity to discuss the matter with the Employee,
followed by a notice that the Employee adheres to his position and a
reasonable opportunity to cure), or (3) a "Change of Control" of the
Company (as defined below);
(ii) The term "cause" shall mean only the following:
(1) conviction of a felony by Employee that is materially detrimental
to the Company and/or its affiliates, (2) acts of dishonesty or moral
turpitude by the Employee that are materially detrimental to the
Company and/or its affiliates, (3) acts or omissions by the Employee
that the Employee knew were likely to materially damage the business
of the Company and/or any affiliate of the Company whose business,
operations, assets or properties are material to the Company, (4)
gross negligence by the Employee in the performance of, or willful
disregard by the Employee of, his obligations hereunder, or willful
and material breach by the Employee of the terms hereof or
(5) failure by the Employee to obey the reasonable and lawful orders
of the Board of Directors that are consistent with the provisions of
this Agreement (provided that, in the event such failure shall not
also constitute "cause" under any of clauses (1) through (4) above,
the Employee shall have received written notice of such failure and
a reasonable opportunity to discuss the matter with the Board of
Directors, followed by a notice that the Board of<PAGE>
<PAGE 9>
Directors adheres to its position and a reasonable opportunity to
comply with such orders). It is understood and agreed that the
performance of the Company, whether financial, operational or
otherwise, shall not (in the absence of "cause" as provided in
clauses (1) through (5) above) constitute "cause."
(iii) "Change of Control" shall mean the acquisition of (a)
beneficial ownership of more than 50% of the voting equity securities
of the Company or any successor to the Company (by merger or
otherwise) or (b) all or substantially all the assets of the Company,
by any person or entity (including, without limitation, any group
within the meaning of Section 13(d)(3) of the Securities Exchange
Act, as amended) other than the "Investors," as such term is defined
in the Stock Purchase Agreement dated as of November 14, 1995, among
the
Company and the Investors, or their respective affiliates.
8. Non-Assignability. (a) Neither this Agreement nor any
right
or interest hereunder shall be assignable by the Employee or his
beneficiaries or legal representatives without the Company's prior written
consent; PROVIDED, HOWEVER, that nothing in this Section 8(a) shall
preclude
the Employee from designating a beneficiary to receive any benefit payable
hereunder upon his death or incapacity.
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary,
to effect any such action shall be null, void and of no effect.
9. Competition, etc. (a) During the Employment Term and
during
the one-year period following the end of the Employment Term for any
reason whatsoever, provided that payments, if any, required pursuant to
Section 7(b) hereof are made in full and in a timely fashion:
(i) the Employee will not directly or indirectly (as a
director, officer, employee, manager, consultant, independent
contractor, advisor or otherwise) engage in competition with, or own
any interest in, perform any services for, participate in or be
connected with any business or organization which engages in primary
and direct competition with the Company or any of its affiliates in
its core metropolitan markets during the Employment Term or as of the
end of the Employment Term, as the case may be, PROVIDED, HOWEVER,
that the provisions of this
Section 9(a)(i) shall not be deemed to prohibit (A) the Employee's
ownership of not more than five percent (5%) of the total shares of
all classes of stock outstanding of any<PAGE>
<PAGE 10>
publicly held company, or ownership, whether through direct or
indirect stock holdings or otherwise, of one percent (1%) or more of
any other business or (B) non-profit public service activities, as
contemplated by Section 3 hereof; and
(ii) the Employee will not directly or indirectly induce or
attempt to induce any employee of the Company or any affiliate of the
Company to leave the employ of the Company or such affiliate, or in
any way interfere with the relationship between the Company or any
such affiliate and any employee thereof.
(b) For purposes of this Section 9, no company or entity that
may be deemed to be an affiliate of the Company solely by reason of its
being controlled by, or under common control with, any of the Investors or
their respective affiliates other than the Company, will be deemed to be
an affiliate of the Company.
(c) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 9
would be inadequate and, therefore, agrees that the Company and any of its
affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; PROVIDED, HOWEVER, that nothing contained herein shall be
construed as prohibiting the Company or any of its affiliates from
pursuing any other rights and remedies available for any such breach or
threatened breach.
10. Binding Effect. Without limiting or diminishing the effect
of
Section 8 hereof, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors,
legal representatives and assigns.
11. Notices. Any notice required or permitted to be given
under
this Agreement shall be sufficient if in writing and either delivered in
person or sent by first class certified or registered mail, postage
prepaid, if to the Company, at the Company's principal place of business,
and if to the Employee, at his home address most recently filed with the
Company, or to such other address or addresses as either party shall have
designated in writing to the other party hereto.
12. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
13. Severability. The Employee agrees that in the event that
any
court of competent jurisdiction shall finally hold that any provision of
Section 6 or 9 hereof is void or constitutes an unreasonable restriction
against the Employee, the provisions of such Section 6 or 9 shall not be
rendered void but shall apply with<PAGE>
<PAGE 11>
respect to such extent as such court may judicially determine constitutes
a reasonable restriction under the circumstances. If any part of this
Agreement other than Section 6 or 9 is held by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part by reason of any rule of law or public policy, such part
shall be deemed to be severed from the remainder of this Agreement for the
purpose only of the particular legal proceedings in question and all other
covenants and provisions of this Agreement shall in every other respect
continue in full force and effect and no covenant or provision shall be
deemed dependent upon any other covenant or provision.
14. Waiver. Failure to insist upon strict compliance with any
of
the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment
of any right or power hereunder at any one or more times be deemed a
waiver or relinquishment of such right or power at any other time or
times.
15. Entire Agreement; Modifications. This Agreement
constitutes
the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
oral and written, between the parties hereto with respect to the subject
matter hereof. This Agreement may be modified or amended only by an
instrument in writing signed by both parties hereto.
16. Counterparts. This Agreement may be executed in two or
more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.<PAGE>
<PAGE 12>
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
TELETRAC, INC.
By/s/Steven D. Scheiwe
________________________________
Name: Steven D. Scheiwe
Title: General Counsel and Secretary
/s/John F. Sarto, Jr.
__________________________________
John F. Sarto, Jr.
