EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement is entered into as of September 18, 1998, between CELLULAR
TECHNICAL SERVICES COMPANY, INC., a Delaware corporation (the "Company"), and
JOYCE S. JONES (the "Executive"). In consideration of the mutual promises,
covenants and obligations contained herein, the parties agree as follows:
1. Employment and Term. Company hereby employs Executive as the Chief
Operating Officer of Company on the terms and conditions set forth in this
Agreement, and Executive hereby accepts and agrees to such employment with
Company, for an initial term beginning on September 18, 1998, and ending on the
first (1st) anniversary of this Agreement, subject to renewal as set forth below
and the other terms of this Agreement. This Agreement shall be renewed
automatically for successive one-year terms, commencing on the first anniversary
of this Agreement and continuing on each anniversary thereafter, provided that
either party shall have the right to terminate this Agreement: (i) as of the end
of the initial term and any given one-year renewal term if such party provides
written notice of same to the other party at least thirty (30) days before the
end of such initial or renewal term; or (ii) as otherwise permitted under this
Agreement or as the parties otherwise agree to in writing.
2. Duties. Executive is employed to perform the duties of the Chief
Operating Officer of Company and shall have such authority and perform such
duties consistent with such position as may be assigned to Executive by the
Chief Executive Officer and/or the Board of Directors of Company from time to
time. The Executive shall perform such duties faithfully, diligently, to the
best of Executive's ability, and in a manner consistent with the best interests
of Company. Executive shall devote Executive's full time, skills, and efforts to
the performance of such duties and to the furtherance of the best interests of
Company. All of the foregoing duties and responsibilities will be subject to the
terms of this Agreement, the supervision of the Chief Executive Officer and the
Board of Directors of Company, and the then-current plans, practices, policies,
and procedures established by Company and generally applicable to comparable
executives of Company.
3. Compensation, Benefits, Vacation, and Expenses. In consideration for
Executive's services under this Agreement, Executive shall receive the following
compensation and benefits during the term of this Agreement:
3.1 Base Salary; Transportation Allowance. Executive shall receive an
initial annual base salary at the rate of $135,000.00 per year, which shall be
paid in accordance with Company's usual payroll policies for comparable
executives of Company. Company shall consider increases to such base salary at
least annually. Such base salary shall not be subject to reduction except for
Cause (as defined in Section 6, below). Any change in such base salary: (i)
shall not serve to cancel this Agreement or otherwise limit or reduce any other
right or obligation to Executive under this Agreement; and (ii) shall merely
serve to amend this Subsection with respect to such change in base salary, and
all of the other terms of this Agreement shall continue in full force and
effect. In addition, Executive shall receive an initial transportation allowance
at the rate of $7,200.00 per year to defray Executive's transportation expenses.
Such allowance shall be paid in accordance with Company's usual payroll policies
of Company.
3.2 Incentive Compensation and Bonuses. Executive shall receive annual
incentive compensation and bonuses in accordance with the terms of an annual
Executive Incentive Compensation Plan prepared by Company for each calendar
year, subject to Company's then-current plans, practices, policies, and
procedures with respect to incentive compensation established by the
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Board of Directors of Company (or a committee thereof) and generally applicable
to comparable executives of Company.
3.3 Stock Options. Company will grant to Executive 200,000 options to
purchase shares of voting common stock of Company, pursuant to the terms of that
certain Stock Option Contract dated as of September 18, 1998 between Executive
and Company. Such options shall be in such amounts, exercisable at such
per-share exercise price, and vested under such vesting schedule as set forth in
such Stock Option Contract. Such Stock Option Contract shall be subject to all
of the terms and conditions of Company's 1996 Stock Option Plan.
3.4 Benefits. Executive and Executive's family shall be entitled to
participate in and shall receive all benefits under all welfare benefit plans,
practices, policies, and programs generally provided by Company (including
without limitation all health, medical, dental, prescription, disability, salary
continuance, life insurance, 401(k) retirement savings, and other benefit plans
and programs) to comparable executives of Company.
3.5 Consolidated Annual Leave. Executive shall be entitled to accrue
Consolidated Annual Leave at the rate of 13.33 hours per month (equivalent to 20
days per year) during the term of this Agreement, pursuant to the Consolidated
Annual Leave Policy or like policies, practices, and procedures established by
Company. Such leave may be scheduled in Executive's reasonable discretion,
subject to reasonable oversight by the Chief Executive Officer and/or the Board
of Directors of Company. Annual leave increases, accruals, and the like will be
provided pursuant to the Consolidated Annual Leave Policy or like policies,
practices, and procedures established by Company and generally applicable to
comparable executives of Company.
3.6 Expenses. Executive shall be entitled to reimbursement for reasonable
business expenses incurred by Executive for the benefit of Company. Executive
shall present from time to time itemized accounts or receipts for such expenses
in accordance with the plans, practices, policies, and procedures established by
Company and generally applicable to comparable executives of Company.
4. Proprietary Rights. Executive and Company are parties to that certain
Nondisclosure and Property Rights Agreement dated as of February 2, 1998.
Executive shall fully comply with the provisions of such agreement.
5. Restrictive Covenants.
5.1 Nonsolicitation. During the term of Executive's employment with
Company and for a period of twelve (12) months after the termination thereof,
however caused, Executive shall not directly or indirectly do any of the
following without Company's prior written approval: (i) communicate with or
solicit any person or entity which was a customer of Company or which Company
was actively soliciting to be a customer during the twelve (12) month period
preceding termination of Executive's employment with Company (each being a
"Customer") for the purpose of marketing services or products in competition
with any services or products of Company, whether or not communication is
initiated by the Customer, Executive, or any other party; (ii) in any manner
interfere with Company's business relationship with any Customer or potential
customer or otherwise urge any Customer or potential customer to discontinue
business or not to do business with Company; or (iii) hire, offer to hire,
solicit, or endeavor to entice away any employee, agent, or consultant of
Company or any of its affiliates, or otherwise urge any such person to
discontinue his or her relationship with Company, whether or not communication
is initiated by such person, Executive, or any other party.
5.2 Noncompetition. During the term of Executive's employment with
Company and for a period of twelve (12) months after the termination thereof,
however caused (except
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by Executive with Good Reason or by either party following a Change of Control,
in which case the terms of this Subsection shall not apply), Executive shall not
directly or indirectly do any of the following without Company's prior written
approval: (i) engage as owner, employee, consultant, or otherwise, within the
United States, in any facet of the business activities of Company or any of its
affiliates, except as required in the ordinary course of Executive's employment
with Company, or (ii) otherwise compete, within the United States, with the
business activities of Company or any of its affiliates; provided, that
Executive shall have the right to make passive investments in any entity so long
as Executive does not participate in the business of such entity in violation of
this Subsection.
5.3 Nondisparagement. During the term of Executive's employment with
Company and for a period of twelve (12) months after the termination thereof,
however caused, Executive shall not make any disparaging remarks about Company
or its products or services to any person or entity, provided that the terms of
this Subsection will not limit Executive's right to give truthful testimony in
the event that Executive is required to testify pursuant to a court order or
applicable law.
5.4 Injunctive Relief. Executive agrees that if he violates the
provisions of this Section 5 or otherwise threatens to do so, Company, in
addition to any other rights and remedies available under this Agreement or
otherwise, shall be entitled to obtain an injunction issued (without the
necessity of a bond) by any court of competent jurisdiction restricting
Executive from committing or continuing any such violation.
6. Termination of Employment.
6.1 Definitions. For purposes of this Agreement, the following terms
shall have the following definitions:
6.1.1 "Cause" shall mean and be deemed to exist if any of the following
events occur: (i) a material breach by Executive of Executive's obligations
under this Agreement (other than as a result of incapacity due to Disability or
death) caused either by Executive's willful misconduct committed in bad faith
without reasonable belief that the conduct causing such breach is in the best
interests of Company, or by Executive's gross negligence; (ii) actual fraud or
embezzlement on the part of Executive; or (iii) the conviction of Executive of,
or a plea of guilty or no contest by Executive to, a felony involving moral
turpitude.
6.1.2 "Disability" shall mean the definition of the term "Disability" in
Company's disability benefit plan covering executives of Company as in effect
from time to time, or, if no such disability benefit plan exists, then such term
shall mean the inability, by reason of any medically-determined physical or
mental impairment, of Executive to satisfactorily perform Executive's duties
hereunder for a period of more than ninety (90) consecutive days or an aggregate
of more than ninety (90) days in any rolling twelve-month period.
6.1.3 "Good Reason" shall mean and be deemed to exist if any of the
following events occur without the written approval of Executive (and regardless
of whether the event occurs before or after a Change of Control of Company): (i)
Company reduces, in any material respect, Executive's position, title,
responsibilities, or then-current base salary contemplated by this Agreement
without Cause or assigns Executive duties which are inconsistent, in any
material respect, with such position, title, or responsibilities without Cause;
(ii) Company fails to pay any amount when due to Executive hereunder or
materially breaches any other obligation hereunder which is not remedied within
thirty (30) days after receipt of written notice from Executive specifying such
breach; or (iii) any failure by Company or any of its successors or assigns to
comply with and satisfy their respective obligations under Subsection 9.2,
below.
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6.1.4 "Change of Control" shall mean and be deemed to exist if any of
the following events occur:
(i) the occurrence of a change of "control" of Company (as such quoted term is
defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as
amended from time to time (the "Act")) or any change in the "ownership or
effective control" or in the "ownership of a substantial portion of the assets"
of Company (as such quoted phrases are used in Section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code")); or
(ii) any "person" (as such quoted term is used in Sections 3(a)(9), 13(d),
and/or 14(d)(2) of the Act) other than the Company, any entity controlled by the
Company, or any employee benefit plan (or trust) sponsored or maintained by the
Company, becomes the "beneficial owner" (as such quoted term is used in Rule
13d-3 promulgated under the Act), directly or indirectly, of 25% or more of
either: (A) Company's then-outstanding shares of voting common stock
("Outstanding Company Common Stock"), or (B) the combined voting power of the
then-outstanding voting securities of Company entitled to vote generally in the
election of directors ("Outstanding Company Voting Securities"); or
(iii) the following persons (collectively, the "Incumbent Board") cease for any
reason to constitute a majority of the Board of Directors of Company: (A)
individuals who, as of the date hereof, constitute the Board of Directors, and
(B) individuals who become members of the Board of Directors after the date
hereof whose election, or nomination for election by Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Board of Directors, but excluding, for this purpose, any director designated by
a person who has entered into an agreement with Company to effect a transaction
described in this definition of Change of Control or whose initial election or
appointment to the Board of Directors occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 promulgated
under the Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the directors then comprising the
incumbent Board of Directors; or
(iv) the approval by Company's shareholders of any merger, consolidation, or
other business combination involving Company, other than a merger,
consolidation, or other business combination with respect to which, immediately
following such business combination: (A) all or substantially all of the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities outstanding immediately prior thereto, are
the beneficial owners of at least 60% of, respectively, the shares of voting
common stock of the surviving entity, and the combined voting power of the
voting securities of the surviving entity entitled to vote generally in the
election of directors, outstanding immediately after such business combination
in substantially the same proportion as their ownership in the Company
immediately prior to such business combination, (B) no "person" (as such quoted
term is used in Sections 3(a)(9), 13(d), and/or 14(d)(2) of the Act) other than
the Company, any entity controlled by the Company, or any employee benefit plan
(or trust) sponsored or maintained by the Company or the surviving entity, is
the "beneficial owner" (as such quoted term is used in Rule 13d-3 promulgated
under the Act), directly or indirectly, of 25% or more of either the
then-outstanding shares of voting common stock of the surviving entity or the
combined voting power of the then-outstanding voting securities of the surviving
entity entitled to vote generally in the election of directors, and (C) at least
a majority of the members of the board of directors of the surviving entity were
members of the Incumbent Board at the time of the execution of the initial
agreement providing for such business combination; or
(v) the approval by Company's shareholders of any sale, exchange, or other
disposition (in one transaction or a series of related transactions) of all or
substantially all of the assets of Company, other than to a corporation with
respect to which, immediately following such disposition: (A) all or
substantially all of the beneficial owners, respectively, of the Outstanding
Company Common Stock and
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Outstanding Company Voting Securities outstanding immediately prior thereto, are
the beneficial owners of at least 60% of, respectively, the shares of voting
common stock of such corporation, and the combined voting power of the voting
securities of such corporation entitled to vote generally in the election of
directors, outstanding immediately after such disposition in substantially the
same proportion as their ownership in the Company immediately prior to such
disposition, (B) no "person" (as such quoted term is used in Sections 3(a)(9),
13(d), and/or 14(d)(2) of the Act) other than the Company, any entity controlled
by the Company, or any employee benefit plan (or trust) sponsored or maintained
by the Company or such corporation, is the "beneficial owner" (as such quoted
term is used in Rule 13d-3 promulgated under the Act), directly or indirectly,
of 25% or more of either the then-outstanding shares of voting common stock of
such corporation or the combined voting power of the then-outstanding voting
securities of such corporation entitled to vote generally in the election of
directors, and (C) at least a majority of the members of the board of directors
of such corporation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such disposition; or
(vi) the approval by the shareholders of Company of any plan or proposal for
liquidation or dissolution of Company.
Notwithstanding anything to the contrary, if a Change of Control occurs and if
this Agreement or Executive's employment with Company is terminated prior to the
date on which the Change of Control occurs, then a "Change of Control" shall be
deemed to have occurred on the date immediately prior to the date of such
termination, so long as Executive can reasonably demonstrate that such
termination: (A) was at the request of a third party who had taken steps
reasonably calculated to effect the Change of Control, or (B) otherwise arose in
connection with or anticipation of the Change of Control.
6.2 Termination Upon Death of Executive. In the event of the death of
Executive during the term of this Agreement, Executive's employment shall
automatically terminate without further obligation to Executive's estate under
this Agreement, except that Executive's estate shall be entitled to receive all
monies and other rights to which Executive otherwise would have been entitled
hereunder through the end of the calendar month after the month in which death
occurred, plus all accrued and unpaid monies owing through such date under this
Agreement, all of which shall be paid to Executive's estate or beneficiary, as
applicable, in a lump sum in cash within thirty (30) days after the month in
which death occurred.
6.3 Termination Upon Disability of Executive. If Company determines in
good faith that the Disability of Executive has occurred during the term of this
Agreement, Company may provide to Executive written notice in accordance with
Subsection 9.1, below, of its intention to terminate Executive's employment. In
such event, Executive's employment with Company shall terminate effective at the
end of six (6) months after Executive's receipt of such notice, provided that
within the six (6) month period after such receipt the Executive shall not have
returned to full-time performance of Executive's duties hereunder. Until the
termination of employment at the expiration of the six (6) month period,
Executive shall receive Executive's regular compensation and benefits as
specified in Section 3, above. If Executive's employment is so terminated,
Company shall have no further obligation to Executive under this Agreement,
except that Executive shall be entitled to receive upon the effective date of
such termination all such monies and rights to which Executive is entitled
hereunder through the effective date of such termination, plus all accrued and
unpaid monies owing hereunder through such date, all of which shall be paid to
Executive in cash within thirty (30) days after such date.
6.4 Termination For Cause, Etc. Notwithstanding anything to the
contrary, Company may terminate Executive's employment with Company for Cause by
providing Executive with prior written notice of termination in accordance with
Subsection 9.1, below. If Company terminates Executive's employment for Cause in
accordance with this Subsection or terminates Executive's
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employment in the manner specified in Section 1, above, or if Executive
terminates Executive's employment other than as provided under Subsection 6.5,
below, Company shall have no further obligation to Executive under this
Agreement, except that Executive shall be entitled to receive upon the effective
date of such termination only such monies and rights to which Executive is
entitled hereunder through the effective date of such termination, plus all
accrued and unpaid monies owing hereunder through such date, all of which shall
be paid to Executive in cash within thirty (30) days after such date.
6.5 Termination For Good Reason, Etc. Executive may terminate
Executive's employment with Company for Good Reason by providing Company with
prior written notice of termination in accordance with Subsection 9.1, below. In
addition, if during the term of this Agreement (and regardless of whether before
or after a Change of Control of Company): (i) Executive terminates this
Agreement or Executive's employment with Company for Good Reason, or (ii)
Company terminates this Agreement or Executive's employment with Company in any
manner other than as expressly permitted under Subsections 1, 6.2, 6.3, or 6.4,
above, then: (A) Company shall make a lump sum payment equal to a multiple of
one (1) times the highest annual compensation (as reportable on Executive's IRS
W-2 form) received by Executive from Company during any of the most recent two
(2) years ending on or prior to the date on which the termination occurs; (B)
all stock options granted to Executive shall become fully vested and immediately
exercisable at Executive's election, regardless of whether Executive exercises
any other rights afforded Executive under this Agreement; (C) all welfare
benefit plans, practices, policies, and programs applicable to Executive
hereunder and in existence during the ninety (90) day period prior to the
effective date of termination, or if more favorable to Executive those in effect
generally at any time thereafter with respect to other comparable executives of
Company, shall continue as to Executive for an additional one (1) year after the
effective date of termination, provided, however, that if Executive becomes
re-employed with another employer and is eligible to receive medical and other
welfare benefits under another employer provided plan, the medical and other
welfare benefits described herein shall not apply to the extent duplicative to
those provided under such other plan during such applicable period of
eligibility; and (D) Executive shall be entitled to receive upon the effective
date of such termination all such monies and rights to which Executive is
entitled hereunder through the effective date of such termination, plus all
accrued and unpaid monies owing hereunder through such date. The payments
described in clauses (A) and (D) above shall be paid to Executive in cash within
sixty (60) days after the effective date of termination.
6.6 Effect of Termination. Upon the termination of this Agreement or
Executive's employment with Company, all obligations of the parties hereunder
shall cease, except the terms of Sections 4 through 9 hereof shall survive such
termination for any reason.
7. Change of Control.
7.1 Acceleration of Vesting of Options. Upon the occurrence of a Change
of Control of Company, all stock options granted to Executive shall become fully
vested and immediately exercisable at Executive's election, regardless of
whether Executive exercises any other rights afforded Executive under this
Agreement.
7.2 Compensation Reduction. Notwithstanding any other provision of this
Agreement to the contrary, if any payments or benefits made by Company to
Executive hereunder or otherwise would be subject to the excise tax or taxes
imposed by Section 4999 of the Code (collectively, the "Affected Amount"), such
Affected Amount shall be reduced so that Executive shall be entitled to receive
an Affected Amount with a "present value" (as determined for purposes of Section
280G of the Code) of not more in the aggregate than 2.99 times the Executive's
applicable "base amount" under Section 280G of the Code (collectively, the
"Limited Amount"); provided, however, that if the entire Affected Amount, when
reduced by such excise tax or taxes, is greater than the Limited Amount, then no
reduction shall be made under this Subsection. Unless the parties otherwise
agree to in writing, any
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reduction under this Subsection shall be conclusively determined by the
independent certified public accounting firm regularly employed by Company
during the ninety (90) day period prior to the effective date of the event
triggering the payment of the Affected Amount to Executive, and the
determination of such independent certified public accounting firm shall be
final and binding on all parties.
8. Indemnification. Company shall indemnify and hold harmless Executive and
Executive's family, heirs, estate, and legal representatives from and against
any and all claims, damages, losses, liabilities, and expenses (including
without limitation all reasonable attorneys' fees) arising out of or in
connection with Executive's performance of Executive's duties and
responsibilities hereunder in Executive's capacity as an officer or employee of
Company or any of its affiliates to the maximum extent permitted by law.
Executive shall notify Company of any indemnifiable claim coming to Executive's
attention which may result in any indemnification obligation on Company's part
hereunder. Company shall have the right to conduct the defense against any such
claim brought by a third party with counsel of its selection. The obligations of
Company under this Section shall continue following the termination of this
Agreement and/or the termination of Executive's employment with Company. After a
Change of Control of Company, Company shall pay promptly as incurred all
reasonable attorneys' fees and related expenses which Executive may incur as a
result of any dispute or contest (regardless of the outcome thereof) by Company,
Executive, or others with respect to the validity or enforceability of, or the
rights and/or obligations under, any provision of this Agreement.
9. Miscellaneous.
9.1 Notices.
9.1.1 All notices hereunder by either party shall be given by
personal delivery, by sending such notice by U.S. certified mail, postage
prepaid, or by a reputable courier service, fees prepaid, to the other party at
its address set forth on the signature page below. Any notice given in
accordance with this Subsection shall be effective as of the date of receipt or
attempted delivery (if receipt is refused), as the case may be. Each party may
change its address for notice purposes upon written notification thereof to the
other party in accordance with this Subsection.
9.1.2 All notices of termination described in Sections 1, 6.3,
6.4, and 6.5 shall be provided in writing in accordance with Subsection 9.1.1
and shall: (i) indicate the specific termination provision in this Agreement
relied upon; (ii) to the extend applicable, provide in reasonable detail the
facts and circumstances claimed to provide a basis for termination under the
provision so indicated; and (iii) indicate the applicable effective date of
termination. The failure by either party to set forth in the notice of
termination any fact or circumstance which contributes to a showing of
justification for termination shall not waive any right of such party hereunder
or preclude such party from subsequently asserting such fact or circumstance in
enforcing such party's rights hereunder.
9.2 Assignment; Binding Effect. This Agreement is personal to Executive
and, therefore neither this Agreement nor any of Executive's rights, powers,
duties or obligations hereunder may be assigned by Executive without Company's
prior written approval. This Agreement shall be binding upon and inure to the
benefit of Executive and Executive's heirs, estate, and legal representatives,
and shall be binding upon and inure to the benefit of Company and its successors
and assigns. Company shall require its successors and assigns to expressly
assume and agree to perform under this Agreement in the same manner and to the
same extent that Company would be required to perform if no such succession or
assignment had take place, and Company's successors and assigns shall so
expressly assume and agree to perform under this Agreement. For purposes of this
Agreement, successors and assigns of Company shall include without limitation
all persons acquiring, directly or indirectly, any voting securities or assets
of Company which results in a Change of Control of Company,
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whether by merger, consolidation, stock or asset purchase, or otherwise, and
such successors and assigns shall thereafter be deemed "Company" for the
purposes hereof.
9.3 Taxes. Company may withhold from any amounts payable under this
Agreement such federal, state, or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
9.4 Headings. The headings in this Agreement are included for the
convenience of reference and will be given no effect in the construction of this
Agreement.
9.5 Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement. In the event that any provision of this Agreement
is deemed invalid or unenforceable by any court of competent jurisdiction, such
provision shall be deemed to be modified to the extent necessary for the
provision to be legally enforceable to the fullest extent permitted by
applicable law. Any court of competent jurisdiction may enforce or modify any
provision of this Agreement in order that the provision will be enforced by the
court to the fullest extent permitted by applicable law.
9.6 Waiver. Any waivers hereunder must be in writing. No consent or
waiver, express or implied, by any party to or of any breach or default by the
other in the performance by the other of its obligations hereunder shall be
deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such other party of the same or any other
obligations of such party hereunder.
9.7 Governing Law. This Agreement and the obligations of the parties
hereunder shall be interpreted, construed, and enforced in accordance with the
laws of the state of Washington applicable to contracts made and to be performed
in the state of Washington, without regard to conflict of laws principles.
9.8 Entire Agreement; Amendments; Conflicts. This Agreement, together
with the agreements referred to in this Agreement and Company's plans,
practices, policies, and procedures in effect from time to time (which are
incorporated herein by this reference): (i) contain the entire agreement and
understanding between the parties with respect to the subject matter hereof; and
(ii) supersede all prior agreements, negotiations, representations, and
proposals, written and oral, relating to the subject matter hereof, including
without limitation that certain Employment Agreement dated January 22, 1998
between Executive and Company and that certain Terms Sheet regarding Executive's
employment dated September 18, 1998 as presented to the Board of Directors of
Company. This Agreement may be modified, supplemented, and/or amended only by a
writing signed by both Executive and an authorized representative of Company. In
the event of any conflict between this Agreement and any other agreement between
Executive and Company, the terms of this Agreement shall control.
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EXECUTED as of the date set forth above.
EXECUTIVE: COMPANY:
- ---------- --------
CELLULAR TECHNICAL SERVICES COMPANY,
INC.
By /s/ Stephen Katz
-----------------------
/s/ Joyce S. Jones Stephen Katz
- ------------------------- -------------------------
Signature Print Name
JOYCE S. JONES Chairman of the Board and Chief Executive Officer
- ------------------------- -------------------------------------------------
Print Name Title
Executive's Address for Notices: Company's Address for Notices:
- -------------------------------- ------------------------------
13707 Rocky Ridge Road NW 2401 Fourth Avenue, Suite 400
Silverdale, Washington 98383 Seattle, Washington 98121
Attention: Legal Department
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