EXHIBIT 10.14
AMENDMENTS TO
SPECTRASITE, INC.
EXECUTIVE SEVERANCE PLAN B
1. Modifications to Section 2 of the B Severance Plan.
(a) Subsection 2(e)(iii) of the B Severance Plan is deleted in
its entirety and replaced with the following:
"(iii) the merger or consolidation of the Company with or into
another person or the merger of another person with or into the
Company, other than a transaction following which the holders of
securities that represented 100% of the aggregate voting power of
the Voting Stock of the Company immediately prior to such
transaction own, directly or indirectly, at least a majority of
the aggregate voting power of the Voting Stock of the surviving
person immediately after such transaction in substantially the
same proportion that such holders held the aggregate voting power
of the Voting Stock of the Company immediately prior to such
transaction; or".
(b) Section 2(j) of the B Severance Plan is deleted in its
entirety and replaced with the following:
"(j) 'Participant' means any employee of the Company or any of its
controlled Affiliates designated in writing by the Company as a
Participant in this Plan in accordance with authorization from the
Board".
(c) Section 2(k) of the B Severance Plan is deleted in its
entirety and replaced with the following:
"(k) 'Permitted Holders' means Apollo Management V L.P., Capital
Research and Management Company, Conseco Capital Management,
Fidelity Management & Research Co. and Oaktree Capital Management
LLC and any investment fund or account managed by any of the
foregoing.".
2. Modifications to Section 4 of the B Severance Plan.
(a) Subsections 4(a)(i) and 4(b)(i) of the B Severance Plan are
deleted in their entirety and each is replaced with the following:
"(i) the Company shall make a lump-sum payment to such Participant
equal to the sum of (x) any earned but unpaid salary due to the
Participant and (y) the excess of (A) the Bonus Amount multiplied
by a fraction, the numerator of which is the number of days
occurring in the fiscal year
during which such termination occurs prior to the date of such
termination and the denominator of which is 365, minus (B) the
aggregate amount of any quarterly bonus payments previously made
to the Participant during the then current calendar year, and such
lump-sum payment shall be made on the date on which such a payment
would have otherwise been paid to the Participant in accordance
with the Company's or, if applicable, its Affiliate's, standard
payroll schedule, unless an earlier payment is required by law;".
(b) Subsection 4(a)(iii) of the B Severance Plan is deleted in
its entirety and is replaced with the following:
"(iii) (x) the Company shall continue to provide the Participant
(and the Participant's dependents, if applicable) during the
eighteen (18) month period following such termination with the
same level of medical, dental, accidental death and dismemberment
and basic life insurance benefits upon substantially the same
terms and conditions (including contributions required by the
Participant for such benefits) as existed immediately prior to
such termination; provided, however, that, if the Participant
becomes reemployed with another employer and becomes eligible to
receive any such benefits from such employer, the applicable
benefits described herein shall be secondary to such benefits
during the period of the Participant's eligibility, but only to
the extent that the Company reimburses the Participant for any
increased cost and provides any additional benefits necessary to
provide the Participant with the benefits to which the Participant
would otherwise be entitled under this Section 4(a)(iii);
provided, further however, that, during such eighteen (18) month
period, the Company shall not be responsible for providing the
Participant with disability insurance or any coverage related to
any voluntary insurance plans, such as group voluntary life
insurance or salary income protection, which may be made available
by the Company from time to time; and
"(y) Medical and dental benefits shall be provided, and the
Company's obligation to provide such benefits satisfied, by the
Participant electing continuation coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA")
and the Company paying for the amount of the premiums associated
with such COBRA coverage either, at the election of the Company,
by direct payment or by reimbursement of premiums paid by the
Participant."
(c) Subsection 4(b)(iii) of the B Severance Plan is hereby
deleted in its entirety and is replaced with the following:
"(iii) (x) the Company shall continue to provide the Participant
(and the Participant's dependents, if applicable) during the
twenty-four (24) month period following such termination with the
same level of medical, dental, accidental death and dismemberment
and basic life insurance benefits
2
upon substantially the same terms and conditions (including
contributions required by the Participant for such benefits) as
existed immediately prior to such termination; provided, however,
that, if the Participant becomes reemployed with another employer
and becomes eligible to receive any such benefits from such
employer, the applicable benefits described herein shall be
secondary to such benefits during the period of the Participant's
eligibility, but only to the extent that the Company reimburses
the Participant for any increased cost and provides any additional
benefits necessary to provide the Participant with the benefits to
which the Participant would otherwise be entitled under this
Section 4(b)(iii); provided, further however, that, during such
twenty-four (24) month period, the Company shall not be
responsible for providing the Participant with disability
insurance or any coverage related to any voluntary insurance
plans, such as group voluntary life insurance or salary income
protection, which may be made available by the Company from time
to time.
"(y) Medical and dental benefits shall be provided, and the
Company's obligation to provide such benefits satisfied, during
the eighteen (18) month period following such termination by the
Participant electing continuation coverage pursuant to COBRA and
the Company paying for the amount of the premiums associated with
such COBRA coverage either, at the election of the Company, by
direct payment or by reimbursement of premiums paid by the
Participant."
3. Modifications to Section 6 of the B Severance Plan. Section 6 of
the B Severance Plan is deleted in its entirety and replaced with
the following:
"6. RELEASE, NON-COMPETE AND CONFIDENTIALITY; TERMINATION OF
PAYMENTS AND BENEFITS
"(a) Release. The Company's obligation to make any payments or
to provide any benefits to any Participant under the Plan is
contingent upon such Participant executing and delivering to the
Company a general release of all claims, causes of actions,
damages, liabilities and demands the Participant may have against
the Company, its Affiliates, and their respective officers,
directors, employees and shareholders, in such form as the Company
may request. Notwithstanding anything herein to the contrary, the
payment of the salary and benefits to any Participant provided for
in Subsections 4(b)(ii) and (iii) and 4(c)(ii) and (iii) shall not
commence until execution and delivery of such release by such
Participant to the Company and after the expiration of any
revocation periods required by law allowing the Participant to
revoke such release.
"(b) Non-Complete and Confidentiality. The Company's obligation
to make any payments or to provide any benefits to any Participant
under the Plan is contingent upon such Participant executing and
delivering to the
3
Company, upon being designated as a Participant under the Plan,
(i) a non-competition agreement whereby Participant agrees not to
compete with the Company or any of its Affiliates, interfere with
their operations or solicit the Company's or any of its
Affiliates' employees, in each case for a period equal to the
length of time the Participant is entitled to receive payments or
benefits under the Plan, and (ii) a confidentiality agreement
whereby the Participant agrees not to disclose or use for the
Participant's own benefit any information deemed to be
confidential and/or proprietary by the Company, such
non-competition agreement and confidentiality agreement each to be
effective upon a Qualifying Termination of Participant's
employment with the Company and to be in such form as the Company
may request. Notwithstanding anything herein to the contrary, the
payment of the salary and benefits to any Participant provided for
in Subsections 4(b)(ii) and (iii) and 4(c)(ii) and (iii) shall not
commence until execution and delivery of such non-competition
agreement and confidentiality agreement by such Participant to the
Company.
"(c) Termination of Payments and Benefits. The Company shall
have no further obligation under the Plan to make payments or
provide benefits to any Participant who materially breaches any
release or non-competition, non-solicitation, confidentiality or
similar agreement between such Participant and the Company or any
of its Affiliates."
4