<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14d(d)(1) of the
Securities Exchange Act of 1934
(Amendment No. 1)
---------------
PALMER WIRELESS, INC.
(Name of Subject Company)
PRICE COMMUNICATIONS CORPORATION
(Bidder)
---------------
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
---------------
697033-10-8
(CUSIP Number of Class of Securities)
---------------
ROBERT PRICE
PRICE COMMUNICATIONS CORPORATION
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 757-5600
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of the Bidder)
---------------
Copy to
PETER G. SAMUELS, ESQ
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$76,250,000 $23,106.06
- --------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the filing fee. This
calculation assumes that 10,000,000 shares of common stock, par value $0.01
per share ("Price Common Stock"), of Price Communications Corporation will be
exchanged for up to 3,000,000 outstanding shares of Class A common stock, par
value $0.01 per share, and Class B common stock, par value $0.01 per share, of
Palmer Wireless, Inc. The filing fee was computed on the basis of the average
of high and low sales prices of Price Common Stock as reported on the American
Stock Exchange on August 18, 1997.
x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
- - identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $23,106.06 Filing Party: Price Communications Corporation
Form of Registration No.: Form S-4 Date Filed: August 20, 1997
</TABLE>
<PAGE>
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
CUSIP No. 697033-10-8 Page 2 of 3 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Price Communications Corporation
13-2991700
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [_]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
1,677,700 shares of Class A Common Stock
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,677,700 shares of Class A Common Stock
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,677,700 shares of Class A Common Stock
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of Class A Common Stock
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends Item 11 of the Tender Offer Statement on
Schedule 14D-1, dated September 5, 1997 and filed by Price Communications
Corporation, a New York corporation ("Price"), relating to the offer by Price to
exchange $18.00 in shares of common stock, par value $0.01 per share, of Price
for up to 3,000,000 outstanding shares of Class A common stock, par value $0.01
per share, and Class B common stock, par value $0.01 per share, of Palmer
Wireless, Inc., upon the terms and subject to the conditions set forth in
Price's Prospectus, dated September 5, 1997 (the "Prospectus"), and the related
Letter of Transmittal (together with the Prospectus, the "Offer").
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Prospectus of Price, dated September 5, 1997.
(a)(2) Form of Letter of Transmittal with respect to the Palmer Shares,
together with the Guidelines for Taxpayer Identification Number on
Substitute Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter, dated September 5, 1997, to brokers, dealers, commercial
banks, trust companies and nominees.
(a)(5) Form of Letter to clients for use by brokers, dealers, commercial banks,
trust companies and nominees.
(a)(6) Text of press release, dated September 5, 1997.
(a)(7) Letter to Palmer stockholders, dated September 15, 1997.
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of May 23, 1997, among Price,
Price Communications Cellular Merger Corp. and Palmer Wireless, Inc.
(incorporated by reference from Annex I to the proxy statement and
prospectus included in the Registration Statement on Form S-4 filed by
Price (File No. 333-33299)).
(c)(2) Voting Agreement, dated as of May 23, 1997, between Price and Palmer
Communications Incorporated.
(c)(3) Employment Agreement, dated July 8, 1997, between Price Communications
Wireless, Inc. and William J. Ryan.
(c)(4) Employment Agreement, dated August 15, 1997, between Price
Communications Wireless, Inc. and M. Wayne Wisehart.
(d) Opinion of Proskauer Rose LLP (incorporated by reference to Exhibit 8.1
to the Registration Statement on Form S-4 filed by Price (Registration
No. 333-34017)).
(e) See Exhibit (a)(1).
(f) Not applicable.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PRICE COMMUNICATIONS CORPORATION
By: /s/ Robert Price
-----------------------------
Name: Robert Price
Title: President
September 15, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
(a)(7) Letter to Palmer stockholders, dated September 15, 1997.
(c)(1) Agreement and Plan of Merger, dated as of May 23, 1997, among Price,
Price Communications Cellular Merger Corp. and Palmer Wireless, Inc.
(incorporated by reference from Annex I to the proxy statement and
prospectus included in the Registration Statement on Form S-4 filed by
Price (File No. 333-33299)).
(c)(2) Voting Agreement, dated as of May 23, 1997, between Price and Palmer
Communications Incorporated.
(c)(3) Employment Agreement, dated July 8, 1997, between Price Communications
Wireless, Inc. and William J. Ryan.
(c)(4) Employment Agreement, dated August 15, 1997, between Price
Communications Wireless, Inc. and M. Wayne Wisehart.
(d) Opinion of Proskauer Rose LLP (incorporated by reference to Exhibit 8.1
to the Registration Statement on Form S-4 filed by Price (Registration
No. 333-34017)).
<PAGE>
EXHIBIT (A)(7)
Price Communications Corporation
45 Rockefeller Plaza, New York, N.Y. 10020--Tel: (212) 757-5600--Fax: (212)
397-3755
September 15, 1997
Dear Palmer Wireless Shareholder,
As you know, Price Communications will soon acquire Palmer Wireless and we
were pleased to be the successful winner of this premier company. Senior
management (including Bill Ryan and Wayne Wisehart) have labored hard to
produce the best run cellular company in America.
After our announcement of the cash offer of $17.50 per share, a number of
Palmer shareholders who are interested in cellular asked if instead of cash
they could obtain a tax deferred exchange of shares in Price Communications
which effectively will be Palmer Wireless. Therefore, we have offered to
exchange at closing $18 of Price Communications stock for each share of Palmer
Wireless instead of $17.50 in cash. The choice is yours which to select. The
Price stock you obtain in an exchange will be tax deferred on any Palmer
profits. Price Communications is traded on several exchanges including the
American Stock Exchange (symbol: PR).
There are only a limited number of what I call POCS companies (Plain Old
Cellular Service). Many wireless companies are involved with PCS or other new
technologies. While we are ready to accommodate PCS in the Palmer markets and
are prepared for the new PCS technology, we as Palmer/Price remain pure
cellular players.
We have plans to grow Price Communications and I think we can construct a
larger company running smoothly and efficiently with positive results.
Some of you may have noted in the Wall Street Journal that in July I
personally purchased 91,200 Price shares at these levels. In August I purchased
another 110,250 shares. However, because I believe does not mean that you
should. You should use your judgement whether or not you would like $18 of
Price Communications stock or $17.50 in cash. We will do a combination but
cannot promise that our stock will rise or fall in the years ahead.
Please remember you can obtain Price shares, cash or split your shares in any
way you choose. This is true even if you have signed a proxy card approving the
cash merger or have previously indicated to your broker that you wish to
receive cash in the merger. However, because we believe the price of our stock
is low we have limited the exchange to 3 million out of 28 million shares of
Palmer stock. We don't want to give away our company at these levels. The
number of shares of Price Communications that you get will total $18 and will
be set by the average closing price on the five trading days ending September
17, 1997.
Thank you for supporting Palmer Wireless in its decision to join with us as
we move forward with the most viable wireless technology in the next decade.
Sincerely,
/s/ Robert Price
Robert Price
<PAGE>
EXHIBIT (c)(2)
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into as of May 23, 1997,
---------
by and between PRICE COMMUNICATIONS CORPORATION, a New York corporation
("Acquiror"), and PALMER COMMUNICATIONS INCORPORATED, a Delaware corporation
- ----------
("PCI").
- -----
WHEREAS, PCI is the record and beneficial owner of all of the issued and
outstanding shares of Class B Common Stock, par value $.01 per share, of Palmer
Wireless, Inc., a Delaware corporation (the "Company");
-------
WHEREAS, Acquiror, Price Communications Cellular Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"), and the
----------
Company have entered into an Agreement and Plan of Merger (the "Merger
------
Agreement") dated as of the date hereof, which provides, among other things, for
- ---------
the merger (the "Merger") of Merger Sub with and into the Company, with the
------
result that the surviving corporation will become a wholly-owned subsidiary of
Acquiror; and
WHEREAS, to induce Acquiror to enter into the Merger Agreement and to effect
the Merger, PCI has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DISPOSITION OF SHARES
PCI agrees that it will not sell, transfer, pledge, assign or otherwise
encumber or dispose of, or enter into any contract, option or other agreement
with respect to, the sale, transfer, pledge, assignment or other encumbrance or
disposition of, any shares of Common stock of the Company now owned or hereafter
acquired beneficially or of record by PCI, including, without limitation,
dispositions through dividends or liquidating or other distributions of such
common stock to stockholders of PCI, except for the conversion of any such
shares in accordance with the terms of the Merger. PCI agrees that it will not
convert any shares of Class B Common Stock of the Company into shares of Class A
Common Stock of the Company.
<PAGE>
SECTION 2. VOTING
PCI agrees to vote all of the shares of common stock of the Company now owned
or hereafter acquired beneficially or of record by PCI (a) in favor of the
Merger and the adoption of the Merger Agreement and the transactions
contemplated thereby (including any amendments or modifications of the terms
thereof approved by the board of directors of the Company and by Acquiror) in
connection with any meeting of, or solicitation of consents from, the
stockholders of the Company at which or in connection with which the Merger and
the Merger Agreement are submitted for the consideration and vote of the
stockholders of the Company; (b) against approval or adoption of any
extraordinary corporate transaction (other than the Merger, the Merger Agreement
or the transactions contemplated thereby) including, without limitation, any
transaction involving: (i) the sale or transfer of all or substantially all of
the common stock of the Company, whether by merger, consolidation or other
business combination; (ii) a sale or transfer of all or substantially all of the
assets of the Company and its subsidiaries; (iii) a reorganization,
recapitalization or liquidation of the Company and its subsidiaries; or (iv) any
charter or bylaw amendment creating any new class of securities of the Company
or otherwise affecting the rights of any class of security as currently in
effect; (c) against approval or adoption of resolutions which would have the
effect of preventing, materially delaying or otherwise materially frustrating
consummation of the Merger or otherwise preventing or materially delaying the
Company from performing its obligations under the Merger Agreement; and (d)
against any action which would constitute a material breach of any provision of
the Merger Agreement. To the extent inconsistent with the foregoing provisions
of this Section 2, PCI hereby revokes any and all previous proxies with respect
---------
to the shares of common stock of the Company owned beneficially or of record by
PCI. PCI hereby waives any rights of appraisal or rights to dissent from the
Merger that it may have.
SECTION 3. GRANT OF OPTION
(a) PCI hereby irrevocably grants to Acquiror an option (the "Option") to
------
purchase all (but not less than all) of the common stock now owned or
hereafter acquired beneficially or of record by PCI (the "Option Shares")
-------------
at a cash exercise price of Seventeen Dollars and Fifty Cents ($17.50) per
share (the "Exercise Price"), as adjusted upon the declaration of any stock
--------------
splits, dividends, recapitalizations or other distributions or changes
affecting the Option Shares.
(b) During the period prior to the termination of this Agreement, as long as
neither Acquiror nor Merger Sub is in material breach of any agreements or
covenants contained in the Merger Agreement or this Agreement, the Option
may be exercised by Acquiror, in whole (but not in part), at any time upon
written notice to PCI but only upon the occurrence of (and during the three
(3) month period following) the breach by PCI of its obligations under
Section 2 of this Agreement.
---------
-2-
<PAGE>
SECTION 4. REPRESENTATIONS AND WARRANTIES OF PCI
PCI represents and warrants to Acquiror as follows:
(a) PCI has the necessary corporate power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by PCI and the consummation by PCI of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action and no other corporate proceedings on the part of PCI are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered
by PCI and, assuming the due authorization, execution and delivery by
Acquiror, constitutes a legal, valid and binding obligation of PCI,
enforceable in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general applicability relating to or affecting creditors'
rights generally and by the application of general principles of equity.
(b) The execution and delivery of this Agreement and the consummation of the
transactions herein contemplated will not conflict with or violate any law,
regulation, court order, judgment or decree applicable to PCI or by which
the property of PCI is bound or affected, or conflict with or result in any
breach of or constitute a default under any contract or agreement to which
PCI is a party or by which PCI or its properties are bound or affected,
which conflict, violation, breach or default would adversely affect PCI's
ability to perform its obligations under this Agreement.
(c) Seventeen million two hundred ninety-three thousand five hundred seventy-
eight (17,293,578) shares of Class B Common Stock, par value $.01 per
share, of the Company (the "Shares") are the only shares of voting stock
------
owned beneficially or of record by PCI and PCI holds no options, warrants,
or other rights to acquire shares of any class of capital stock of the
Company. PCI has the sole power respecting voting and transfer of the
Shares. The Shares and the certificates representing such Shares are now,
and at all times during the term hereof will be, owned beneficially and of
record by PCI, free and clear of all liens, claims, security interests,
proxies, options, warrants or other rights, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever, except
for any such encumbrances or proxies arising hereunder.
SECTION 5. FURTHER ASSURANCES
PCI shall execute and deliver such additional instruments and other documents
and shall take such further actions as may be reasonably necessary to
effectuate, carry out and comply with all of its obligations under this
Agreement. Without limiting the generality of the foregoing, none of the
parties hereto shall enter into any agreement or arrangement (or alter, amend or
terminate any existing agreement or arrangement) or transaction if such action
would
-3-
<PAGE>
materially impair or materially interfere with the ability of any party to
effectuate, carry out and comply with all of the terms of this Agreement.
SECTION 6. SPECIFIC PERFORMANCE
PCI acknowledges and agrees that Acquiror would be irreparably damaged in the
event any of the provisions of this Agreement were not performed by PCI in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that Acquiror shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof and thereof in any court of
the United States or any state hereof having jurisdiction, in addition to any
other remedy to which Acquiror may be entitled at law or equity. PCI hereby
waives any objection to the imposition of such relief or to the posting of a
bond in connection therewith.
SECTION 7. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLE OF CONFLICTS OF
LAW.
SECTION 8. PARTIES IN INTEREST
This Agreement shall be binding upon PCI and its successors and assigns.
Subject to the preceding sentence hereof, this Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person or persons any rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement.
SECTION 9. AMENDMENT
This Agreement shall not be amended, altered or modified except by an
instrument in writing duly executed and delivered on behalf of each of the
parties hereto.
SECTION 10. NOTICES
All notices required to be given hereunder shall be deemed given if mailed,
first class, postage prepaid, to the respective party at its address as set out
in the following:
-4-
<PAGE>
If to PCI:
Palmer Communications Incorporated
1535 Linden Street
Suite 201
Des Moines, Iowa 50309
Attention: Gordon McCollum,
Tax Manager
Telecopy No.: (515) 246-8584
If to Acquiror:
Price Communications Corporation
45 Rockefeller Plaza
Suite 3200
New York, New York 10020
Attention: Robert Price
Telecopy No.: (212) 397-3755
With a copy (which shall not constitute notice) to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Attention: Peter G. Samuels, Esq.
Telecopy No.: (212) 969-2900
SECTION 11. ENTIRE AGREEMENT; ASSIGNMENT
This Agreement (a) constitutes the entire agreement between the parties hereby
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties and (b) shall not be assigned by operation of law or otherwise, except
that this Agreement shall be binding upon PCI and its successors and assigns.
SECTION 12. HEADINGS
Section headings are included solely for convenience and are not considered to
be part of this Agreement and are not intended to be an accurate description of
the contents thereof.
-5-
<PAGE>
SECTION 13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
SECTION 14. TERMINATION
This Agreement and the Option hereunder shall terminate on the earlier to
occur of (a) the date on which the Merger is consummated or (b) the date on
which the Merger Agreement is terminated; provided, however, that the provisions
-------- -------
of Sections 1 and 3 hereof shall survive the termination of this Agreement under
----------------
clause (b) for the three (3) month period specified in Section 3(b) hereof if
------------
Acquiror shall have the right to exercise the Option as of the date of such
termination; provided, further, however, that nothing herein shall relieve any
-------- ------- -------
party for any breach of this Agreement if this Agreement is terminated pursuant
to clause (b) above.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Voting Agreement, or have caused this Voting Agreement to be duly executed and
delivered on their behalf as of the date first above written.
PRICE COMMUNICATIONS
CORPORATION
By: /s/ Robert Price
------------------------------
Name:
----------------------------
Title:
---------------------------
PALMER COMMUNICATIONS
INCORPORATED
By: /s/ Gordon A. McCollum
------------------------------
Name:
----------------------------
Title:
---------------------------
-6-
<PAGE>
EXHIBIT (c)(3)
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 8th
day of July, 1997, by and between Price Communications Wireless, Inc. ("PCW"), a
Delaware corporation formerly known as Price Communications Cellular Merger
Corp., and William J. Ryan (the "Executive").
WHEREAS, Palmer Wireless, Inc., a Delaware corporation (the "Company"), and
the Executive are parties to an Amended Employment Agreement dated as of March
21, 1995 (the "Palmer Agreement") pursuant to which the Executive has been
employed as Chief Executive Officer and President of the Company;
WHEREAS, PCW, Price Communications Corporation ("PCC"), the parent
corporation of PCW, and the Company are parties to an Agreement and Plan of
Merger dated as of May 23, 1997 (the "Merger Agreement") pursuant to which PCW
shall merge (the "Merger") with and into the Company, and the Company, which
concurrently with or subsequent to the Merger will change its name to Price
Communications Wireless, Inc., shall be the surviving corporation;
WHEREAS, as a result of the Merger, the Company shall succeed to and become
fully benefitted and bound by all of the rights and obligations of PCW,
including without limitation this Employment Agreement;
WHEREAS, simultaneously with, and conditioned upon the occurrence of, the
Effective Time of the Merger under the Merger Agreement, the Palmer Agreement
shall be hereby automatically terminated and superseded and replaced in its
entirety by this Agreement, and the Company shall employ the Executive and the
Executive shall be employed by the Company from and after the Effective Time, on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:
1. Employment. On the terms and conditions set forth in this Agreement,
----------
the Company shall employ the Executive and the Executive shall be employed by
the Company for the term set forth in Section 2 hereof and in the position and
with the duties set forth in Section 3 hereof.
2. Term. The term of this Agreement shall commence on the Effective Time
----
of the Merger, and end on December 31, 1999 (the "Expiration Date"), unless
sooner terminated
<PAGE>
by either party as hereinafter set forth, provided, that the parties may at any
--------
time agree that the Company will continue to engage the Executive as consultant
for a period of one (1) year after December 31, 1999 during which period the
Company shall pay to the Executive an annual salary equal to 50% of the Base
Salary (as hereinafter defined) and during which period the Executive shall be
entitled to participate in such plans and to receive such fringe benefits as are
set forth in Exhibit A attached hereto and made a part hereof.
---------
3. Position and Duties. The Executive shall serve as Chief Executive
-------------------
Officer and President of the Company, with such duties and responsibilities as
the board of directors of PCC (the "Board") and/or the Chief Executive Officer
of PCC may from time to time determine and assign to the Executive. The
Executive shall devote the Executive's reasonable best efforts and substantially
full business time to the performance of the Executive's duties and the
advancement of the business and affairs of the Company.
4. Place of Performance. In connection with the Executive's employment by
--------------------
the Company, the Executive shall be based at the principal executive offices of
the Company, which the Company retains the right to change in its discretion, or
such other place as the Company and the Executive mutually agree, except for
required travel on Company business.
5. Compensation.
------------
5(a). Base Salary. The Company shall pay to the Executive an annual base
-----------
salary (the "Base Salary") at the rate of $500,000 per year. The Base Salary
shall be payable biweekly or in such other installments as shall be consistent
with the Company's payroll procedures.
5(b). Lump Sum Payment. In consideration of the termination of the
----------------
Palmer Agreement and in full discharge of all liabilities and obligations of the
Company thereunder, the Company shall pay to the Executive a single lump sum
payment of $1,403,835 at the EffectiveTime.
5(c). Stock Options. At or promptly after the Effective Time, the Company
-------------
shall cause to be granted to the Executive options to purchase one hundred
thousand (100,000) shares of Common Stock of PCC (the "Options") under the Price
Communications Corporation 1992 Long Term Incentive Plan (the "Option Plan").
The exercise price per share of the Options shall be the Fair Market Value, as
such term is defined in the Option Plan, of such share on the business day
before the Effective Time. The Options shall become exercisable one year from
the Effective Time. The agreement under which the Options are granted shall
include anti-dilution protections typical for employee stock options in the
event of any stock dividend or distribution, stock split or reverse stock split,
split-up, combination or exchange of shares, recapitalization or similar change
affecting the Common Stock of PCC.
5(d). Bonus. In the event that the Company's 1998 EBITDA (as such term is
-----
defined in Exhibit B hereto) exceeds by at least $1,000,000 its projected EBITDA
target
2
<PAGE>
for such year of $81,500,000 (the "Cash Flow Target"), provided, that the Board
--------
shall make equitable adjustments ("Adjustments") in good faith in such Cash Flow
Target in the event that the Company sells or purchases material properties
during such year, the Executive and other key employees of the Company
(collectively, the "Bonus Pool") shall be entitled to receive a bonus as
follows:
(i) First Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
-------------
subject to any Adjustments, by at least $1,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 22 1/2 % of the excess (up to an
excess amount of $1,000,000) of 1998 EBITDA above $81,500,000, 5% of which shall
be payable to the Executive and 17 1/2% of which shall be payable to such other
key employees of the Company as the Executive shall determine after consultation
with the Chief Executive Officer of PCC.
(ii) Second Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
--------------
subject to any Adjustments, by at least $2,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 27 1/2% of the excess (up to an
excess amount of $1,000,000) of 1998 EBITDA above $82,500,000, 5% of which shall
be payable to the Executive and 22 1/2% of which shall be payable to such other
key employees of the Company as the Executive shall determine after consultation
with the Chief Executive Officer of PCC.
(iii) Third Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
-------------
subject to any Adjustments, by at least $3,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 32 1/2% of the excess (up to an
excess amount of $1,000,000) of 1998 EBITDA above $83,500,000, 5% of which shall
be payable to the Executive and 27 1/2% of which shall be payable to such other
key employees of the Company as the Executive shall determine after consultation
with the Chief Executive Officer of PCC.
(iv) Fourth Tranche. If 1988 EBITDA exceeds the Cash Flow Target, subject
--------------
to any Adjustments, by at least $4,000,000, the Bonus Pool shall be entitled to
receive a total cash bonus equal to 37 1/2% of the excess of 1998 EBITDA above
$84,500,000, 5% of which shall be payable to the Executive and 32 1/2% of which
shall be payable to such other key employees of the Company as the Executive
shall determine after consultation with the Chief Executive Officer of PCC.
The Company's 1998 EBITDA shall be determined by the Company's regularly
employed independent certified public accountants, the determination of which
shall be conclusive and binding upon the Company and the Executive.
The Company and the Executive intend to agree upon an appropriate bonus
plan for 1999 prior to the end of the 1998.
5(e). Other Benefits. The Executive shall be entitled to participate in
--------------
such plans and to receive such fringe benefits as are set forth in Exhibit A
---------
attached hereto and made a part hereof.
3
<PAGE>
5(f). Vacation; Holidays. The Executive shall be entitled to all public
------------------
holidays observed by the Company and vacation days in accordance with the
applicable vacation policies for senior executives of the Company, which shall
be taken at a reasonable time or times.
5(g). Withholding Taxes and Other Deductions. To the extent required by
--------------------------------------
law, the Company shall withhold from any payments due Executive under this
Agreement any applicable federal, state or local taxes and such other deductions
as are prescribed by law or Company policy.
6. Expenses. The Company shall reimburse the Executive for all reasonable
--------
expenses incurred by the Executive (in accordance with the policies and
procedures in effect for senior executives for the Company) in connection with
the Executive's services under this Agreement. The Executive shall account to
the Company for such expenses in accordance with policies and procedures
established by the Company.
7. Confidential Information.
------------------------
7(a). The Executive covenants and agrees that the Executive will not ever,
without the prior written consent of the Board or a person authorized by the
Board, publish or disclose to any unaffiliated third party or use for the
Executive's personal benefit or advantage any confidential information with
respect to any of the Company's or any of its affiliates' products, services,
subscribers, marketing techniques, methods or future plans disclosed to the
Executive as a result of the Executive's employment with the Company, to the
extent such information has heretofore remained confidential (except for
unauthorized disclosures) and except as otherwise ordered by a court of
competent jurisdiction.
7(b). The Executive acknowledges that the restrictions contained in
Section 7(a) hereof are reasonable and necessary, in view of the nature of the
Company's business, in order to protect the legitimate interests of the Company,
and that any violation thereof would result in irreparable injury to the
Company. Therefore, the Executive agrees that in the event of a breach or
threatened breach by the Executive of the provisions of Section 7(a) hereof, the
Company shall be entitled to obtain from any court of competent jurisdiction,
preliminary or permanent injunctive relief restraining the Executive from
disclosing or using any such confidential information. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for such breach or threatened breach, including, without limitation,
recovery of damages from the Executive.
7(c). The Executive shall deliver promptly to the Company on termination
of employment, or at any other time the Company may so request, all confidential
memoranda, notes, records, reports and other documents (and all copies thereof)
relating to the Company's and its affiliates' businesses which the Executive
obtained while employed by, or otherwise serving or acting on behalf of, the
Company or which the Executive may then possess or have under his or her
control.
4
<PAGE>
8. Non-Competition.
---------------
8(a). Non-Competition. The Executive covenants and agrees that the
---------------
Executive will not, during the Executive's employment hereunder and for a period
of one (1) year thereafter (to the extent permitted by law), at any time and in
any state or other jurisdiction in which the Company or any of its affiliates is
engaged or has reasonably firm plans to engage in business, (i) compete with the
Company or any of its affiliates on behalf of the Executive or any third party;
(ii) participate as a director, agent, representative, stockholder or partner or
have any direct or indirect financial interest in any enterprise which engages
in the cellular business or any other business in which the Company or any of
its affiliates is engaged; or (iii) participate as an employee or officer in any
enterprise in which the Executive's responsibility relates to the cellular
business or any other business in which the Company or any of its affiliates is
engaged. The ownership by the Executive of less than five percent (5%) of the
outstanding stock of any corporation listed on a national securities exchange
conducting any such business shall not be deemed a violation of this Section
8(a).
8(b). Injunctive Relief. In the event the restrictions against engaging
-----------------
in a competitive activity contained in Section 8(a) hereof shall be determined
by any court of competent jurisdiction to be unenforceable by reason of their
extending for too great a period of time or over too great a geographical area
or by reason of their being too extensive in any other respect, Section 8(a)
hereof shall be interpreted to extend only over the maximum period of time for
which it may be enforceable and over the maximum geographical area as to which
it may be enforceable and to the maximum extent in all other respects as to
which it may be enforceable, all as determined by such court in such action.
8(c). Non-Solicitation. The Executive covenants and agrees that the
----------------
Executive will not, during the Executive's employment hereunder and for a period
of one (1) year thereafter induce or attempt to induce any employee of the
Company or any of the Company's affiliates to render services for any other
person, firm, or corporation.
9. Termination of Employment.
-------------------------
9(a). Death. The Executive's employment hereunder shall terminate upon
-----
the Executive's death.
9(b). By the Company. The Company may terminate the Executive's
--------------
employment hereunder under the following circumstances:
(i) If the Executive shall have been unable to perform all of the
Executive's duties hereunder by reason of illness, physical or mental disability
or other similar incapacity, which inability shall continue for more than three
(3) consecutive months, the Company may terminate the Executive's employment
hereunder.
5
<PAGE>
(ii) The Company may terminate the Executive's employment hereunder for
"Cause." For purposes of this Agreement, "Cause" shall mean (A) willful refusal
by the Executive to follow a written order of the Board of Directors, (B) the
Executive's willful engagement in conduct materially injurious to the Company or
any of its affiliates, (C) dishonesty of a material nature that relates to the
performance of the Executive's duties under this Agreement, (D) the Executive's
conviction for any felony involving moral turpitude, or (E) unreasonable neglect
or refusal on the part of the Executive to perform the Executive's reasonably
assigned duties and obligations hereunder (unless significantly changed without
Executive's consent). In addition, the Company may terminate the Executive's
employment for "Cause" if the normal business operations of the Company are
rendered commercially impractical as a consequence of an act of God, accident,
fire, labor controversy, riot or civil commotion, act of public enemy, law,
enactment, rule, order, or any act of government or governmental
instrumentality, failure of facilities, or other cause of a similar or
dissimilar nature that is not reasonably within the control of the Company or
which the Company could not, by reasonable diligence, have avoided.
9(c). By the Executive. The Executive may terminate the Executive's
----------------
employment hereunder for "Good Reason." For purposes of this Agreement, "Good
Reason" shall mean (i) the Company's failure to perform or observe any of the
material terms or provisions of this Agreement, and the continued failure of the
Company to cure such default within thirty (30) days after written demand for
performance has been given to the Company by the Executive, which demand shall
describe specifically the nature of such alleged failure to perform or observe
such material terms or provisions; (ii) a material reduction in the scope of the
Executive's responsibilities and duties; (iii) any relocation of the Executive
not consented to by the Executive so that the Executive is not based in the
State of Georgia or in (or within 50 miles of ) the licensed service areas
currently served by Palmer Wireless, Inc.; or (iv) any termination by the
Executive in the Executive's sole discretion within one (1) year after the date
of a Change in Control (as hereinafter defined) of PCC or the Company. For
purposes of this Agreement, a "Change in Control" of PCC or the Company shall be
deemed to have occurred if after the Effective Time (A) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")), other than (i) a wholly-owned subsidiary of
PCC; (ii) any person currently a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of PCC's securities; or (iii) (x) members of the Price
family who own capital stock of PCC on the date hereof, any affiliate of any
such family member that is wholly-owned directly or indirectly by any such
family member, or any "group" (as such term is used in Section 13(d) of the
Exchange Act) that includes one or more of such family members or affiliates, or
(y) PriCellular Corporation, becomes, after the date hereof, the beneficial
owner, directly or indirectly, of securities of PCC representing fifty (50%)
percent or more of the combined voting power of PCC's then outstanding
securities; (B) during any two (2) year period, individuals who at the beginning
of such period constitute the Board, including for this purpose any new director
whose election resulted from a vacancy on the Board caused by the resignation,
mandatory retirement, death, or disability of a director and was approved by a
vote of at least two-thirds (rds) of the directors then still in office who
were directors at the beginning of the period, cease for any reason to
constitute a majority thereof; (C) PCC consummates a merger or
6
<PAGE>
consolidation of PCC with or into another corporation (other than a corporation
described in clause (ii) or (iii) of clause (A) above), the result of which is
that the stockholders of PCC immediately prior to the consummation of such
merger or consolidation own less than sixty (60%) percent of the combined
voting power of the securities of the corporation surviving or resulting from
the merger or consolidation or of a corporation owning, directly or indirectly,
one hundred (100%) percent of the total equity of such surviving or resulting
corporation; (D) the sale in one or a series of transactions of all or
substantially all of the assets of PCC other than to an entity described in
clause (ii) or (iii) of clause (A) above or an entity of which the stockholders
of PCC immediately prior to the consummation of such sale own directly or
indirectly sixty (60%) percent or more of the combined voting power of the
securities thereof; or (E) any one transaction, or series of transactions, the
result of which is that the Company or substantially all of the assets of the
Company are owned by an entity or entities not owned or controlled directly or
indirectly by PCC, by any entity described in clause (ii) or (iii) of clause (A)
above, or by an entity of which the stockholders of PCC immediately prior to the
completion of such transactions own directly or indirectly sixty (60%) percent
or more of the combined voting power of the securities thereof.
9(d). Mutual Termination Right. The Executive may terminate the
------------------------
Executive's employment hereunder, or the Company may terminate the Executives's
employment hereunder, in the event of the failure of the Company to achieve the
Cash Flow Target for 1998, subject to any Adjustments.
9(e). Notice of Termination. Any termination of the Executive's
---------------------
employment by the Company or the Executive (other than pursuant to Section 9(a)
hereof) shall be communicated by written "Notice of Termination" to the other
party hereto in accordance with Section 11 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon, if any, and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated.
9(f). Date of Termination. For purposes of this Agreement, the "Date of
-------------------
Termination" shall mean (i) if the Executive's employment is terminated by the
Executive's death, the date of the Executive's death; (ii) if the Executive's
employment is terminated pursuant to Section 9(b)(i) hereof, thirty (30) days
after Notice of Termination, provided that the Executive shall not have returned
to the performance of the Executive's duties on a full-time basis during such
30-day period; (iii) if the Executive's employment is terminated pursuant to
Section 9(b)(ii), 9(c) or 9(d) hereof, the date specified in the Notice of
Termination; and (iv) if the Executive's employment is terminated for any other
reason, the date on which Notice of Termination is given.
10. Compensation Upon Termination.
-----------------------------
10(a). If the Executive's employment is terminated by the Executive's
death, the Company shall pay to the Executive's estate, or as may be directed by
the legal
7
<PAGE>
representatives of such estate, the Executive's full Base Salary through the
Date of Termination and all other accrued and unpaid amounts, if any, to which
the Executive is entitled as of the Date of Termination in connection with any
fringe benefits under any plan or program of the Company pursuant to Section
5(e) hereof, at the time such payments are due, and the Company shall have no
further obligations to the Executive under this Agreement.
10(b). If the Company terminates the Executive's employment pursuant to
Section 9(b)(i) hereof, the Company shall pay the Executive the Executive's full
Base Salary through the Date of Termination and all other accrued and unpaid
amounts, if any, to which the Executive is entitled as of the Date of
Termination in connection with any fringe benefits under any plan or program of
the Company pursuant to Section 5(e) hereof at the time such payments are due,
and the Company shall have no further obligations to the Executive under this
Agreement; provided, that payments so made to the Executive during any period
--------
that the Executive is unable to perform all of the Executive's duties hereunder
by reason of illness, physical or mental illness or other similar incapacity
shall be reduced by the sum of the amounts, if any, payable to the Executive at
or prior to the time of any such payment under disability benefit plans of the
Company and which amounts were not previously applied to reduce any such
payment.
10(c). If the Company terminates the Executive's employment for Cause as
provided in Section 9(b)(ii) hereof, or if the Company or the Executive
terminates this Agreement under Section 9(d) hereof, the Company shall pay the
Executive the Executive's full Base Salary through the Date of Termination and
all other accrued and unpaid amounts, if any, to which Executive is entitled as
of the Date of Termination in connection with any fringe benefits under any plan
or program of the Company pursuant to Section 5(e) hereof at the time such
payments are due, and the Company shall have no further obligations to the
Executive under this Agreement.
10(d). If the Executive terminates the Executive's employment other than
for Good Reason, the Company shall pay the Executive the Executive's full Base
Salary through the Date of Termination and all other accrued and unpaid amounts,
if any, to which Executive is entitled as of the Date of Termination in
connection with any fringe benefits under any plan or program of the Company
pursuant to Section 5(e) hereof at the time such payments are due, and the
Company shall have no further obligations to the Executive under this Agreement.
10(e). If the Company terminates the Executive's employment other than for
Cause, disability or death and other than pursuant to Section 9(d) hereof, or
the Executive terminates the Executive's employment for Good Reason as provided
in Section 9(c)(i), (ii), (iii) or (iv) hereof, the Company shall pay the
Executive (A) the Executive's full Base Salary through the Date of Termination
and all other accrued and unpaid amounts, if any, to which the Executive is
entitled as of the Date of Termination in connection with any fringe benefits
under any plan or program of the Company pursuant to Section 5(e) hereof at the
time such payments are due; and (B) the full Base Salary through the Expiration
Date, any other amounts that would have been payable to the Executive under
Section 5(e) hereof from the Date of Termination through the
8
<PAGE>
Expiration Date (or benefits comparable in value to the benefits provided under
Section 5(e)), and any bonus amount provided in the next sentence hereof, at the
time such payments would otherwise have been due in accordance with the
Company's normal payroll practices, and the Company shall have no further
obligations to the Executive under this Agreement. For purposes of clause (B)
of this paragraph, the Executive will be considered to be entitled pursuant to
this Section 10(e) to a bonus amount equal to the cash bonus, if any, payable to
the Executive pursuant to Section 5(d) hereof in respect of the Company's fiscal
year during which the Executive's Date of Termination occurs determined by
multiplying the amount of such bonus by a fraction of the numerator of which is
the number of days elapsed in such fiscal year prior to such Date of Termination
and the denominator of which is 365.
10(f). Mitigation. The Executive shall not be required to mitigate
----------
amounts payable pursuant to Section 10 hereof by seeking other employment
provided, however, that the Company's obligation to continue to provide the
- -------- -------
Executive with fringe benefits pursuant to Section 10(e) above shall cease if
the Executive becomes eligible to participate in fringe benefits substantially
similar to those provided for in this Agreement as a result of the Executive's
subsequent employment during the period that the Executive is entitled to such
fringe benefits.
11. Notices. All notices, demands, requests or other communications
-------
required or permitted to be given or made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follows:
(a) If to the Company:
Price Communications Wireless, Inc..
c/o Price Communications Corporation
45 Rockefeller Plaza
Suite 2300
New York, New York 10020
Telecopy: (212) 397-3755
Attention: Robert Price
(b) If to the Executive:
William J. Ryan
12800 University Drive
Ft. Myers, Florida 33907-5333
Telecopy: (813) 433-8213
or to such other address as may be designated by either party in a notice
to the other. Each notice, demand, request or other communication that shall be
given or made in the manner described above shall be deemed sufficiently given
or made for all purposes three (3) days after it is deposited in the U.S. mail,
postage prepaid, or at such time as it is delivered to the addressee
9
<PAGE>
(with the return receipt, the delivery receipt, the telecopy confirmation, the
answer back or the affidavit of messenger being deemed conclusive evidence of
such delivery) or at such time as delivery is refused by the addressee upon
presentation.
12. Severability. The invalidity or unenforceability of any one or more
------------
provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect.
13. Survival. It is the express intention and agreement of the parties
--------
hereto that the provisions of Sections 7 and 8 hereof shall survive the
termination of employment of the Executive. In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.
14. Assignment. The rights and obligations of the parties to this
----------
Agreement shall not be assignable, except that the rights and obligations of the
Company hereunder shall be assignable in connection with any subsequent merger,
consolidation, sale of all or substantially all of the assets of the Company or
similar reorganization of a successor corporation.
15. Binding Effect. The effectiveness of this Agreement shall be subject
--------------
to and conditioned upon the consummation of the Merger, and this Agreement shall
be of no force and effect if the Merger shall fail to be consummated for any
reason. Subject to any provisions hereof restricting assignment, this Agreement
shall be binding upon the parties hereto and shall inure to the benefit of the
parties and their respective heirs, devisees, executors, administrators, legal
representatives, successors and assigns. This Agreement may not be assigned by
the Executive, and shall not inure to the benefit of or be enforceable by any
person or entity other than as aforesaid, including without limitation any
employee of the Company or member of the "Bonus Pool" referred to above. The
parties recognize that PCC is currently studying a possible reorganization
whereby PCC may become a wholly-owned subsidiary of a newly organized holding
company with stockholders consisting of the stockholders of PCC immediately
prior to such reorganization together with certain stockholders of Palmer
Wireless, Inc.; references herein to PCC shall be deemed to be to any such
holding company from and after the consummation of any such reorganization.
16. Amendment; Waiver. This Agreement shall not be amended, altered or
-----------------
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder, shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.
17. Headings. Section and subsection headings contained in this Agreement
--------
are inserted for convenience of reference only, shall not be deemed to be a part
of this Agreement
10
<PAGE>
for any purpose, and shall not in any way define or affect the meaning,
construction or scope of any of the provisions hereof.
18. Governing Law. This Agreement, the rights and obligations of the
-------------
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Florida (but not
including the choice of law rules thereof).
19. Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties respecting the employment of Executive by the Company, there
being no representations, warranties or commitments except as set forth herein.
20. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
have caused this Agreement to be duly executed on their behalf, as of the day
and year first herein above written.
PRICE COMMUNICATIONS WIRELESS, INC.
By: /s/ Robert Price
---------------------------------
Name: Robert Price
Title: President
THE EXECUTIVE:
/s/ William J. Ryan
-------------------------------------
William J. Ryan
11
<PAGE>
EXHIBIT A
FRINGE BENEFITS
---------------
1. Medical, dental, vision and prescription insurance
a. Family coverage. Claim payment daily.
b. Executive expense reimbursement by Company of all deductibles and
non-insured items. Paid quarterly.
2. $50,000 Term life policy - monthly premium
3. Long-term care insurance - monthly premium
a. Coverage-$1,000 per month for three years
4. Disability insurance protection- monthly premium
a. Short-term: 60% of Gross Salary. Benefits payable weekly for
maximum of 24 weeks.
b. Long-term: 60% of Gross Salary after short-term benefits expire.
Payable monthly until return to work, reach 65 or dies.
5. 401-K
a. Defer up to 10% of Base Salary
b. Company match of 50% up to 6% of Base Salary. Paid quarterly.
c. Annual payment by Company of 7% of Base Salary as a retirement
benefit. Annual payment.
6. Auto Allowance $6,000 annually. Paid bi-weekly.
7. Reimbursement of annual tax services and financial planning services.
Annual payment.
8. Automobile registration and automobile insurance reimbursement. Semi-
annual payment.
9. Club dues. Paid quarterly.
10. Free cellular mobile and portable service (demos).
12
<PAGE>
EXHIBIT (c)(4)
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 15th day
of August, 1997, by and between Price Communications Wireless, Inc. ("PCW"), a
Delaware corporation formerly known as Price Communications Cellular Merger
Corp., and M. Wayne Wisehart (the "Executive").
WHEREAS, Palmer Wireless, Inc., a Delaware corporation (the "Company"), and
the Executive are parties to an Amended Employment Agreement dated as of March
21, 1995 (the "Palmer Agreement") pursuant to which the Executive has been
employed as Chief Financial Officer, Treasurer and Vice-President of the
Company;
WHEREAS, PCW, Price Communications Corporation ("PCC"), the parent
corporation of PCW, and the Company are parties to an Agreement and Plan of
Merger dated as of May 23, 1997 (the "Merger Agreement") pursuant to which PCW
shall merge (the "Merger") with and into the Company, and the Company, which
concurrently with or subsequent to the Merger will change its name to Price
Communications Wireless, Inc., shall be the surviving corporation;
WHEREAS, as a result of the Merger, the Company shall succeed to and become
fully benefitted and bound by all of the rights and obligations of PCW,
including without limitation this Employment Agreement;
WHEREAS, simultaneously with, and conditioned upon the occurrence of, the
Effective Time of the Merger under the Merger Agreement, the Palmer Agreement
shall be hereby automatically terminated and superseded and replaced in its
entirety by this Agreement, and the Company shall employ the Executive and the
Executive shall be employed by the Company from and after the Effective Time, on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:
1. Employment. On the terms and conditions set forth in this Agreement,
----------
the Company shall employ the Executive and the Executive shall be employed by
the Company for the term set forth in Section 2 hereof and in the position and
with the duties set forth in Section 3 hereof.
2. Term. The term of this Agreement shall commence on the Effective Time
----
of the Merger and end on December 31, 1999, provided, that the term of this
--------
Agreement shall be
<PAGE>
extended automatically for additional one (1) year periods on December 31 of
each year ("Year End") commencing on December 31, 1999 and each subsequent Year
End, unless and until either party provides written notice to the other party,
in accordance with Section 11 hereof, not less than ninety (90) days prior to
such Year End that such party is terminating this Agreement, which termination
shall be effective as of such Year End, or until sooner terminated as
hereinafter set forth.
3. Position and Duties. The Executive shall serve as Executive Vice-
-------------------
President, Treasurer and Chief Financial Officer of the Company, with such
duties and responsibilities as the board of directors of PCC (the "Board")
and/or the Chief Executive Officer of PCW or PCC may from time to time determine
and assign to the Executive. The Executive shall devote the Executive's
reasonable best efforts and substantially full business time to the performance
of the Executive's duties and the advancement of the business and affairs of the
Company.
4. Place of Performance. In connection with the Executive's employment by
--------------------
the Company, the Executive shall be based at the principal executive offices of
the Company, which the Company retains the right to change in its discretion, or
such other place as the Company and the Executive mutually agree, except for
required travel on Company business.
5. Compensation.
------------
5(a). Base Salary. The Company shall pay to the Executive an annual
-----------
base salary (the "Base Salary") at the rate of $300,000 per year. The Base
Salary shall be payable biweekly or in such other installments as shall be
consistent with the Company's payroll procedures.
5(b). Severance Payment. In consideration of the termination of the
-----------------
Palmer Agreement and in full discharge of all liabilities and obligations of the
Company thereunder, the Company shall pay to the Executive the aggregate sum of
$450,176 over two years commencing on the Effective Time of the Merger, such
payments to be made in equal installments during regular payroll periods of
Company. The obligation to make the payments in this Section 5(b) shall survive
any termination of this Agreement or expiration of the term of this Agreement.
5(c). Stock Options. At or promptly after the Effective Time, the
-------------
Company shall cause to be granted to the Executive options to purchase seventy-
five thousand (75,000) shares of Common Stock of PCC (the "Options") under the
Price Communications Corporation 1992 Long Term Incentive Plan (the "Option
Plan"). The exercise price per share of the Options shall be the Fair Market
Value, as such term is defined in the Option Plan, of such share on the business
day before the Effective Time. The Options shall become exercisable one year
from the Effective Time. The agreement under which the Options are granted shall
include anti-dilution protections typical for employee stock options in the
event of any stock dividend or
2
<PAGE>
distribution, stock split or reverse stock split, split-up, combination or
exchange of shares, recapitalization or similar change affecting the Common
Stock of PCC.
5(d). Bonus. In the event that the Company's 1998 EBITDA (as such
-----
term is defined in Exhibit B hereto) exceeds by at least $1,000,000 its
projected EBITDA target for such year of $81,500,000 (the "Cash Flow Target"),
provided, that the Board shall make equitable adjustments ("Adjustments")
- --------
in good faith in such Cash Flow Target in the event that the Company sells or
purchases material cellular properties during such year, the Executive and other
key employees of the Company (collectively, the "Bonus Pool") shall be entitled
to receive a bonus as follows:
(i) First Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
-------------
subject to any Adjustments, by at least $1,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 22 1/2 % of the excess (up to an
excess amount of $1,000,000) of 1998 EBITDA above $81,500,000, 5% of which shall
be payable to the President and 17 1/2% of which shall be payable to such other
key employees of the Company, including the Executive, as the President of the
Company shall determine after consultation with the Chief Executive Officer of
PCC.
(ii) Second Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
--------------
subject to any Adjustments, by at least $2,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 27 1/2% of the excess (up to an
excess amount of $1,000,000) of 1998 EBITDA above $82,500,000, 5% of which shall
be payable to the President and 22 1/2% of which shall be payable to such other
key employees of the Company, including the Executive, as the President of the
Company shall determine after consultation with the Chief Executive Officer of
PCC.
(iii) Third Tranche. If 1998 EBITDA exceeds the Cash Flow Target,
-------------
subject to any Adjustments, by at least $3,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 32 1/2% of the excess (up to an
excess amount of $1,000,000) of 1998 EBITDA above $83,500,000, 5% of which shall
be payable to the President and 27 1/2% of which shall be payable to such other
key employees of the Company, including the Executive, as the President of the
Company shall determine after consultation with the Chief Executive Officer of
PCC.
(iv) Fourth Tranche. If 1988 EBITDA exceeds the Cash Flow Target,
--------------
subject to any Adjustments, by at least $4,000,000, the Bonus Pool shall be
entitled to receive a total cash bonus equal to 37 1/2% of the excess of 1998
EBITDA above $84,500,000, 5% of which shall be payable to the President and 32
1/2% of which shall be payable to such other key employees of the Company,
including the Executive, as the President of the Company shall determine after
consultation with the Chief Executive Officer of PCC.
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The Company's 1998 EBITDA shall be determined by the Company's regularly
employed independent certified public accountants, the determination of which
shall be conclusive and binding upon the Company and the Executive.
The Company and the President of the Company intend to agree upon an
appropriate bonus plan for 1999 prior to the end of the 1998.
5(e). Other Benefits. The Executive shall be entitled to participate
--------------
in such plans and to receive such fringe benefits as are set forth in Exhibit A
---------
attached hereto and made a part hereof.
5(f). Vacation; Holidays. The Executive shall be entitled to all
------------------
public holidays observed by the Company and vacation days in accordance with the
applicable vacation policies for senior executives of the Company, which shall
be taken at a reasonable time or times.
5(g). Withholding Taxes and Other Deductions. To the extent required
--------------------------------------
by law, the Company shall withhold from any payments due Executive under this
Agreement any applicable federal, state or local taxes and such other deductions
as are prescribed by law or Company policy.
6. Expenses. The Company shall reimburse the Executive for all reasonable
--------
expenses incurred by the Executive (in accordance with the policies and
procedures in effect for senior executives for the Company) in connection with
the Executive's services under this Agreement. The Executive shall account to
the Company for such expenses in accordance with policies and procedures
established by the Company.
7. Confidential Information.
------------------------
7(a). The Executive covenants and agrees that the Executive will not
ever, without the prior written consent of the Board or a person authorized by
the Board, publish or disclose to any unaffiliated third party or use for the
Executive's personal benefit or advantage any confidential information with
respect to any of the Company's or any of its affiliates' products, services,
subscribers, marketing techniques, methods or future plans disclosed to the
Executive as a result of the Executive's employment with the Company, to the
extent such information has heretofore remained confidential (except for
unauthorized disclosures) and except as otherwise ordered by a court of
competent jurisdiction.
7(b). The Executive acknowledges that the restrictions contained in
Section 7(a) hereof are reasonable and necessary, in view of the nature of the
Company's business, in order to protect the legitimate interests of the Company,
and that any violation thereof would result in irreparable injury to the
Company. Therefore, the Executive agrees that in the event of a breach or
threatened breach by the Executive of the provisions of Section 7(a) hereof, the
Company shall be entitled to obtain from any court of competent jurisdiction,
preliminary or permanent injunctive relief restraining the Executive from
disclosing or using any
4
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such confidential information. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies available to it for such breach or
threatened breach, including, without limitation, recovery of damages from the
Executive.
7(c). The Executive shall deliver promptly to the Company on
termination of employment, or at any other time the Company may so request, all
confidential memoranda, notes, records, reports and other documents (and all
copies thereof) relating to the Company's and its affiliates' businesses which
the Executive obtained while employed by, or otherwise serving or acting on
behalf of, the Company or which the Executive may then possess or have under his
or her control.
8. Non-Competition.
---------------
8(a). Non-Competition. The Executive covenants and agrees that the
---------------
Executive will not, during the Executive's employment hereunder and for a period
of one (1) year thereafter (to the extent permitted by law), at any time and in
any state or other jurisdiction in which the Company or any of its affiliates is
engaged or has reasonably firm plans to engage in business, (i) compete with the
Company or any of its affiliates on behalf of the Executive or any third party;
(ii) participate as a director, agent, representative, stockholder or partner or
have any direct or indirect financial interest in any enterprise which engages
in the cellular business or any other business in which the Company or any of
its affiliates is engaged; or (iii) participate as an employee or officer in any
enterprise in which the Executive's responsibility relates to the cellular
business or any other business in which the Company or any of its affiliates is
engaged. The ownership by the Executive of less than five percent (5%) of the
outstanding stock of any corporation listed on a national securities exchange
conducting any such business shall not be deemed a violation of this Section
8(a).
8(b). Injunctive Relief. In the event the restrictions against
-----------------
engaging in a competitive activity contained in Section 8(a) hereof shall be
determined by any court of competent jurisdiction to be unenforceable by reason
of their extending for too great a period of time or over too great a
geographical area or by reason of their being too extensive in any other
respect, Section 8(a) hereof shall be interpreted to extend only over the
maximum period of time for which it may be enforceable and over the maximum
geographical area as to which it may be enforceable and to the maximum extent in
all other respects as to which it may be enforceable, all as determined by such
court in such action.
8(c). Non-Solicitation. The Executive covenants and agrees that the
----------------
Executive will not, during the Executive's employment hereunder and for a period
of one (1) year thereafter induce or attempt to induce any employee of the
Company or any of the Company's affiliates to render services for any other
person, firm, or corporation.
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9. Termination of Employment.
-------------------------
9(a). Death. The Executive's employment hereunder shall terminate upon
-----
the Executive's death.
9(b). By the Company. The Company may terminate the Executive's
--------------
employment hereunder under the following circumstances:
(i) If the Executive shall have been unable to perform all of the
Executive's duties hereunder by reason of illness, physical or mental disability
or other similar incapacity, which inability shall continue for more than three
(3) consecutive months, the Company may terminate the Executive's employment
hereunder.
(ii) The Company may terminate the Executive's employment hereunder
for "Cause." For purposes of this Agreement, "Cause" shall mean (A) willful
refusal by the Executive to follow a written order of the Board of Directors,
(B) the Executive's willful engagement in conduct materially injurious to the
Company or any of its affiliates, (C) dishonesty of a material nature that
relates to the performance of the Executive's duties under this Agreement, (D)
the Executive's conviction for any felony involving moral turpitude, or (E)
unreasonable neglect or refusal on the part of the Executive to perform the
Executive's reasonably assigned duties and obligations hereunder (unless
significantly changed without Executive's consent). In addition, the Company may
terminate the Executive's employment for "Cause" if the normal business
operations of the Company are rendered commercially impractical as a consequence
of an act of God, accident, fire, labor controversy, riot or civil commotion,
act of public enemy, law, enactment, rule, order, or any act of government or
governmental instrumentality, failure of facilities, or other cause of a similar
or dissimilar nature that is not reasonably within the control of the Company or
which the Company could not, by reasonable diligence, have avoided.
9(c). By the Executive. The Executive may terminate the Executive's
----------------
employment hereunder for "Good Reason." For purposes of this Agreement, "Good
Reason" shall mean (i) the Company's failure to perform or observe any of the
material terms or provisions of this Agreement, and the continued failure of the
Company to cure such default within thirty (30) days after written demand for
performance has been given to the Company by the Executive, which demand shall
describe specifically the nature of such alleged failure to perform or observe
such material terms or provisions; (ii) a material reduction in the scope of the
Executive's responsibilities and duties; (iii) any relocation of the Executive
not consented to by the Executive so that the Executive is not based in the
State of Georgia or in (or within 50 miles of ) the licensed service areas
currently served by Palmer Wireless, Inc.; (iv) any termination by the Executive
in the Executive's sole discretion within one (1) year after the date of a
Change in Control (as hereinafter defined) of PCC or the Company; or (v) the
Company's failure, by the earlier of the date of William Ryan's termination,
resignation or replacement as Chief Executive Officer of Company or December 31,
1999, to promote Executive to the position of Chief Executive Officer and
President of the Company with a total compensation and benefits package
6
<PAGE>
no less than that provided William Ryan for his services as Chief Executive
Officer and President of the Company. For purposes of this Agreement, a "Change
in Control" of PCC or the Company shall be deemed to have occurred if after the
Effective Time (A) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
other than (i) a wholly-owned subsidiary of PCC; (ii) any person currently a
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of PCC's
securities; or (iii) (x) members of the Price family who own capital stock of
PCC on the date hereof, any affiliate of any such family member that is wholly-
owned directly or indirectly by any such family member, or any "group" (as such
term is used in Section 13(d) of the Exchange Act) that includes one or more of
such family members or affiliates, or (y) PriCellular Corporation, becomes,
after the date hereof, the beneficial owner, directly or indirectly, of
securities of PCC representing fifty (50%) percent or more of the combined
voting power of PCC's then outstanding securities; (B) during any two (2) year
period, individuals who at the beginning of such period constitute the Board,
including for this purpose any new director whose election resulted from a
vacancy on the Board caused by the resignation, mandatory retirement, death, or
disability of a director and was approved by a vote of at least two-thirds
(2/3rds) of the directors then still in office who were directors at the
beginning of the period, cease for any reason to constitute a majority thereof;
(C) PCC consummates a merger or consolidation of PCC with or into another
corporation (other than a corporation described in clause (ii) or (iii) of
clause (A) above), the result of which is that the stockholders of PCC
immediately prior to the consummation of such merger or consolidation own less
than sixty (60%) percent of the combined voting power of the securities of the
corporation surviving or resulting from the merger or consolidation or of a
corporation owning, directly or indirectly, one hundred (100%) percent of the
total equity of such surviving or resulting corporation; (D) the sale in one or
a series of transactions of all or substantially all of the assets of PCC other
than to an entity described in clause (ii) or (iii) of clause (A) above or an
entity of which the stockholders of PCC immediately prior to the consummation of
such sale own directly or indirectly sixty (60%) percent or more of the combined
voting power of the securities thereof; or (E) any one transaction, or series of
transactions, the result of which is that the Company or substantially all of
the assets of the Company are owned by an entity or entities not owned or
controlled directly or indirectly by PCC, by any entity described in clause (ii)
or (iii) of clause (A) above, or by an entity of which the stockholders of PCC
immediately prior to the completion of such transactions own directly or
indirectly sixty (60%) percent or more of the combined voting power of the
securities thereof.
9(d). Mutual Termination Right. The Executive may terminate the
------------------------
Executive's employment hereunder, or the Company may terminate the Executives's
employment hereunder, in the event of the failure of the Company to achieve the
Cash Flow Target for 1998, subject to any Adjustments.
9(e). Notice of Termination. Any termination of the Executive's
---------------------
employment by the Company or the Executive (other than pursuant to Section 9(a)
hereof) shall be communicated by written "Notice of Termination" to the other
party hereto in accordance with Section 11 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a
7
<PAGE>
notice which shall indicate the specific termination provision in this Agreement
relied upon, if any, and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
9(f). Date of Termination. For purposes of this Agreement, the "Date
-------------------
of Termination" shall mean (i) if the Executive's employment is terminated by
the Executive's death, the date of the Executive's death; (ii) if the
Executive's employment is terminated pursuant to Section 9(b)(i) hereof, thirty
(30) days after Notice of Termination, provided that the Executive shall not
have returned to the performance of the Executive's duties on a full-time basis
during such 30-day period; (iii) if the Executive's employment is terminated
pursuant to Section 9(b)(ii), 9(c) or 9(d) hereof, the date specified in the
Notice of Termination, which shall be no later than 30 days after the giving of
such Notice of Termination or such later date as may be mutually agreed to by
the Executive and the Company; (iv) if the Executive's employment is terminated
pursuant to notice under Section 2 hereof, the Year End upon which such
termination is effective; and (v) if the Executive's employment is terminated
for any other reason, the date on which Notice of Termination is given.
10. Compensation Upon Termination.
-----------------------------
10(a). If the Executive's employment is terminated by the Executive's
death, the Company shall pay to the Executive's estate, or as may be directed by
the legal representatives of such estate, the Executive's full Base Salary
through the Date of Termination and all other accrued and unpaid amounts, if
any, to which the Executive is entitled as of the Date of Termination in
connection with any fringe benefits under any plan or program of the Company
pursuant to Section 5(e) hereof and the payments provided in Section 5(b)
hereof, at the time such payments are due, and the Company shall have no further
obligations to the Executive under this Agreement.
10(b). If the Company terminates the Executive's employment pursuant to
Section 9(b)(i) hereof, the Company shall pay the Executive the Executive's full
Base Salary through the Date of Termination and all other accrued and unpaid
amounts, if any, to which the Executive is entitled as of the Date of
Termination in connection with any fringe benefits under any plan or program of
the Company pursuant to Section 5(e) hereof and the payments provided in Section
5(b) hereof, at the time such payments are due, and the Company shall have no
further obligations to the Executive under this Agreement; provided, that
--------
payments so made to the Executive during any period that the Executive is unable
to perform all of the Executive's duties hereunder by reason of illness,
physical or mental illness or other similar incapacity shall be reduced by the
sum of the amounts, if any, payable to the Executive at or prior to the time of
any such payment under disability benefit plans of the Company and which amounts
were not previously applied to reduce any such payment.
10(c). If the Company terminates the Executive's employment for Cause
as provided in Section 9(b)(ii) hereof, or if the Company or the Executive
terminates this Agreement under Section 2 hereof or if the Executive terminates
this Agreement under Section
8
<PAGE>
9(d) hereof, the Company shall pay the Executive the Executive's full Base
Salary through the Date of Termination and all other accrued and unpaid amounts,
if any, to which Executive is entitled as of the Date of Termination in
connection with any fringe benefits under any plan or program of the Company
pursuant to Section 5(e) hereof and the payments provided in Section 5(b)
hereof, at the time such payments are due, and the Company shall have no further
obligations to the Executive under this Agreement.
10(d). If the Executive terminates the Executive's employment other
than for Good Reason, the Company shall pay the Executive the Executive's full
Base Salary through the Date of Termination and all other accrued and unpaid
amounts, if any, to which Executive is entitled as of the Date of Termination in
connection with any fringe benefits under any plan or program of the Company
pursuant to Section 5(e) hereof and the payments provided in Section 5(b)
hereof, at the time such payments are due, and the Company shall have no further
obligations to the Executive under this Agreement.
10(e). If the Company terminates the Executive's employment other than
for Cause, disability or death and other than pursuant to Section 2 or Section
9(d) hereof, or the Executive terminates the Executive's employment for Good
Reason as provided in Section 9(c)(i), (ii), (iii), (iv) or (v) hereof, the
Company shall pay the Executive (A) the Executive's full Base Salary through the
Date of Termination and all other accrued and unpaid amounts, if any, to which
the Executive is entitled as of the Date of Termination in connection with any
fringe benefits under any plan or program of the Company pursuant to Section
5(e) hereof at the time such payments are due; (B) the full Base Salary and any
other amounts that would have been payable to the Executive under Section 5(e)
hereof from the Date of Termination through the second anniversary of the Date
of Termination (or benefits comparable in value to the benefits provided under
Section 5(e)), and any bonus amount provided in the next sentence hereof, at the
time such payments would otherwise have been due in accordance with the
Company's normal payroll practices; and (C) the payments provided in Section
5(b) hereof at the time such payments would otherwise have been due, and the
Company shall have no further obligations to the Executive under this Agreement.
For purposes of clause (B) of this paragraph, the Executive will be considered
to be entitled pursuant to this Section 10(e) to a bonus amount equal to the
cash bonus, if any, payable to the Executive pursuant to Section 5(d) hereof in
respect of the Company's fiscal year during which the Executive's Date of
Termination occurs determined by multiplying the amount of such bonus by a
fraction of the numerator of which is the number of days elapsed in such fiscal
year prior to such Date of Termination and the denominator of which is 365.
10(f). If the Company terminates the Executive's employment pursuant to
Section 9(d) hereof, the Company shall pay the Executive (A) the Executive's
full Base Salary through the Date of Termination and all other accrued and
unpaid amounts, if any, to which the Executive is entitled as of the Date of
Termination in connection with any fringe benefits under any plan or program of
the Company pursuant to Section 5(e) hereof at the time such payments are due;
(B) the full Base Salary and any other amounts that would have been payable to
the Executive under Section 5(e) hereof from the Date of Termination through the
second
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anniversary of the Date of Termination (or benefits comparable in value to the
benefits provided under Section 5(e)), at the time such payments would otherwise
have been due in accordance with the Company's normal payroll practices; and (C)
the payments provided in Section 5(b) hereof at the time such payments would
otherwise have been due, and the Company shall have no further obligations to
the Executive under this Agreement.
10(g). Mitigation. The Executive shall not be required to mitigate
----------
amounts payable pursuant to Section 10 hereof by seeking other employment
provided, however, that the Company's obligation to continue to provide the
- -------- -------
Executive with fringe benefits pursuant to Section 10(e) or Section 10(f) above
shall cease if the Executive becomes eligible to participate in fringe benefits
substantially similar to those provided for in this Agreement as a result of the
Executive's subsequent employment during the period that the Executive is
entitled to such fringe benefits.
11. Notices. All notices, demands, requests or other communications
-------
required or permitted to be given or made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follows:
(a) If to the Company:
Price Communications Wireless, Inc..
c/o Price Communications Corporation
45 Rockefeller Plaza
Suite 2300
New York, New York 10020
Telecopy: (212) 397-3755
Attention: Robert Price
(b) If to the Executive:
M. Wayne Wisehart
12800 University Drive
Ft. Myers, Florida 33907-5333
Telecopy: (813) 433-8213
or to such other address as may be designated by either party in a notice
to the other. Each notice, demand, request or other communication that shall be
given or made in the manner described above shall be deemed sufficiently given
or made for all purposes three (3) days after it is deposited in the U.S. mail,
postage prepaid, or at such time as it is delivered to the addressee (with the
return receipt, the delivery receipt, the telecopy confirmation, the answer back
or the affidavit of messenger being deemed conclusive evidence of such delivery)
or at such time as delivery is refused by the addressee upon presentation.
10
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12. Severability. The invalidity or unenforceability of any one or more
------------
provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect.
13. Survival. It is the express intention and agreement of the parties
--------
hereto that the provisions of Sections 7 and 8 hereof shall survive the
termination of employment of the Executive. In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.
14. Assignment. The rights and obligations of the parties to this
----------
Agreement shall not be assignable, except that the rights and obligations of the
Company hereunder shall be assignable in connection with any subsequent merger,
consolidation, sale of all or substantially all of the assets of the Company or
similar reorganization of a successor corporation.
15. Binding Effect. The effectiveness of this Agreement shall be subject
--------------
to and conditioned upon the consummation of the Merger, and this Agreement shall
be of no force and effect if the Merger shall fail to be consummated for any
reason. Subject to any provisions hereof restricting assignment, this Agreement
shall be binding upon the parties hereto and shall inure to the benefit of the
parties and their respective heirs, devisees, executors, administrators, legal
representatives, successors and assigns. This Agreement may not be assigned by
the Executive, and shall not inure to the benefit of or be enforceable by any
person or entity other than as aforesaid, including without limitation any
employee of the Company or member of the "Bonus Pool" referred to above. The
parties recognize that PCC is currently studying a possible reorganization
whereby PCC may become a wholly-owned subsidiary of a newly organized holding
company with stockholders consisting of the stockholders of PCC immediately
prior to such reorganization together with certain stockholders of Palmer
Wireless, Inc.; references herein to PCC shall be deemed to be to any such
holding company from and after the consummation of any such reorganization.
16. Amendment; Waiver. This Agreement shall not be amended, altered or
-----------------
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder, shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.
17. Headings. Section and subsection headings contained in this Agreement
--------
are inserted for convenience of reference only, shall not be deemed to be a part
of this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
18. Governing Law. This Agreement, the rights and obligations of the
-------------
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in
11
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accordance with the laws of the State of Florida (but not including the choice
of law rules thereof).
19. Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties respecting the employment of Executive by the Company, there
being no representations, warranties or commitments except as set forth herein.
20. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
have caused this Agreement to be duly executed on their behalf, as of the day
and year first herein above written.
PRICE COMMUNICATIONS WIRELESS, INC.
By: /s/ Robert Price
--------------------------------
Name: Robert Price
Title: President
THE EXECUTIVE:
/s/ M. Wayne Wisehart
----------------------------------
M. Wayne Wisehart
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EXHIBIT A
FRINGE BENEFITS
---------------
1. Medical, dental, vision and prescription insurance
a. Family coverage. Claim payment daily.
b. Executive expense reimbursement by Company of all deductibles and
non-insured items. Paid quarterly.
2. $50,000 Term life policy - monthly premium
3. Long-term care insurance - monthly premium
a. Coverage-$1,000 per month for three years
4. Disability insurance protection- monthly premium
a. Short-term: 60% of Gross Salary. Benefits payable weekly for
maximum of 24 weeks.
b. Long-term: 60% of Gross Salary after short-term benefits expire.
Payable monthly until return to work, reach 65 or dies.
5. 401-K
a. Defer up to 10% of Base Salary
b. Company match of 50% up to 6% of Base Salary. Paid quarterly.
c. Annual payment by Company of 7% of Base Salary as a retirement
benefit. Annual payment.
6. Auto Allowance $6,000 annually. Paid bi-weekly.
7. Reimbursement of annual tax services and financial planning services.
Annual payment.
8. Automobile registration and automobile insurance reimbursement. Semi-
annual payment.
9. Club dues. Paid quarterly.
10. Free cellular mobile and portable service (demos).
13
