EXHIBIT 10.34
EXECUTION COPY
SENIOR MANAGEMENT AGREEMENT
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THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of June
3, 2002, by and among TSI Telecommunication Holdings, LLC, a Delaware limited
liability company (the "Company"), TSI Telecommuincation Services, Inc., a
Delaware corporation ("Employer"), and Charles Drexler ("Executive").
The Company and Executive desire to enter into an agreement pursuant to
which Executive will purchase from the Company, and the Company will sell
270,270.27 of the Company's Common Units (the "Common Units"). The Common Units
acquired by Executive pursuant to Section 1(a) of this Agreement are referred to
herein as "Carried Units". Certain definitions are set forth in Section 9 of
this Agreement.
Certain provisions of this Agreement are intended for the benefit of,
and will be enforceable by GTCR Fund VII, L.P., a Delaware limited partnership
("GTCR Fund VII"), GTCR Fund VII/A, L.P., a Delaware limited partnership ("GTCR
Fund VII/A"), GTCR Co-Invest, L.P., a Delaware limited partnership ("GTCR
Co-Invest", together with GTCR Fund VII, GTCR Fund VII/A and any other
investment fund managed by GTCR Golder Rauner, L.L.C., each an "Investor" and
collectively, the "Investors").
Employer desires to employ Executive on the terms and conditions set
forth herein, and Executive is willing to accept such employment on such terms
and conditions.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
PROVISIONS RELATING TO CARRIED UNITS
1. Purchase and Sale of Carried Units.
(a) Upon execution of this Agreement, Executive will purchase, and the
Company will sell, 270,270.27 Common Units at a price of $0.0333 per unit. The
Company will deliver to Executive copies of the certificates representing such
Common Units, and Executive will deliver to the Company a cashier's or certified
check or wire transfer of immediately available funds in an aggregate amount of
$9,000.00 as payment for such Common Units.
(b) Within 30 days after the purchase of the Carried Units hereunder,
Executive will make an effective election with the Internal Revenue Service
under Section 83(b) of the Internal Revenue Code and the regulations promulgated
thereunder in the form of Exhibit A attached hereto.
(c) Until the occurrence of a Sale of the Company, any certificates
evidencing Carried Units shall be held by the Company for the benefit of
Executive and the other holder(s) of Carried Units. Upon the occurrence of a
Sale of the Company, the Company will return any such certificates for the
Carried Units to the record holders thereof. Upon the occurrence of a
Public Offering, the Company will return to the record holders thereof any
certificates representing Vested Units.
(d) In connection with the purchase and sale of the Carried Units,
Executive represents and warrants to the Company that:
(i) The Carried Units to be acquired by Executive pursuant to
this Agreement will be acquired for Executive's own account and not
with a view to, or intention of, distribution thereof in violation of
the Securities Act, or any applicable state securities laws, and the
Carried Units will not be disposed of in contravention of the
Securities Act or any applicable state securities laws.
(ii) Executive is an executive officer of the Employer or a
Subsidiary, is sophisticated in financial matters and is able to
evaluate the risks and benefits of the investment in the Carried Units.
(iii) Executive is able to bear the economic risk of his
investment in the Carried Units for an indefinite period of time
because the Carried Units have not been registered under the Securities
Act and, therefore, cannot be sold unless subsequently registered under
the Securities Act or an exemption from such registration is available.
(iv) Executive has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Carried Units and has had full access to such other information
concerning the Company as he has requested.
(v) This Agreement constitutes the legal, valid and binding
obligation of Executive, enforceable in accordance with its terms, and
the execution, delivery and performance of this Agreement by Executive
does not and will not conflict with, violate or cause a breach of any
agreement, contract or instrument to which Executive is a party or any
judgment, order or decree to which Executive is subject.
(vi) Executive is a resident of the State of [Florida].
(e) As an inducement to the Company to issue the Carried Units to
Executive, and as a condition thereto, Executive acknowledges and agrees that
neither the issuance of the Carried Units to Executive nor any provision
contained herein shall entitle Executive to remain in the employment of the
Company, Employer or their respective Subsidiaries or affect the right of the
Company, Employer or their respective Subsidiaries to terminate Executive's
employment at any time for any reason.
(f) Concurrently with the execution of this Agreement, Executive shall
execute in blank ten security transfer powers in the form of Exhibit B attached
hereto (the "Security Powers") with respect to the Carried Units and shall
deliver such Security Powers to the Company. The Security Powers shall authorize
the Company to assign, transfer and deliver the Carried Units to the appropriate
acquiror thereof pursuant to Section 3 below and Section 6 of the
Securityholders Agreement and under no other circumstances.
(g) Executive is neither a party to, nor bound by, any other employment
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agreement, consulting agreement, noncompete agreement, nonsolicitation agreement
or confidentiality agreement.
2. Vesting of Carried Units.
(a) The Carried Units shall be subject to vesting in the manner
specified in this Section 2. Except as otherwise provided in Section 2(b) below,
5% of the Carried Units will become vested on each Quarter Date such that on
June 3, 2007 the Carried Units will be 100% vested, in each case, however, if
and only if as of each such Quarter Date Executive has been continuously
employed by the Company, Employer or any of their respective Subsidiaries from
the date of this Agreement through and including such Quarter Date.
(b) Upon the occurrence of a Sale of the Company, all Carried Units
that have not yet become vested shall become vested at the time of such event,
if as of the date of such event Executive is still employed by the Company,
Employer or any of their respective Subsidiaries. Carried Units that have become
vested are referred to herein as "Vested Units." All Carried Units that have not
vested are referred to herein as "Unvested Units."
3. Repurchase Option.
(a) In the event Executive ceases to be employed by the Company,
Employer or their respective Subsidiaries for any reason (the "Separation"), the
Carried Units (whether held by Executive or one or more of Executive's
transferees, other than the Company and the Investors) will be subject to
repurchase, in each case by the Company and the Investors pursuant to the terms
and conditions set forth in this Section 3 (the "Repurchase Option"). The
Company may assign its repurchase rights set forth in this Section 3 to any
Person; provided that the Company may not assign to any Person its right to pay
any portion of the Repurchase Price for Carried Units repurchased hereunder in
the form of Class A Preferred, as set forth in Section 3(e).
(b) In the event of a Separation: (i) the purchase price for each
Unvested Unit will be the lesser of (A) Executive's Original Cost for such Unit
and (B) the Fair Market Value of such Unit as of the date of Separation; and
(ii) the purchase price for each Vested Unit will be the Fair Market Value of
such unit as of the date of the Separation.
(c) The Board may elect to purchase all or any portion of the Unvested
Units or the Vested Units by delivering written notice (the "Repurchase Notice")
to the holder or holders of the Carried Units within one year after the
Separation. The Repurchase Notice will set forth the number of Unvested Units
and Vested Units to be acquired from each holder, the aggregate consideration to
be paid for such units and the time and place for the closing of the
transaction. The number of Carried Units to be repurchased by the Company shall
first be satisfied to the extent possible from the Carried Units held by
Executive at the time of delivery of the Repurchase Notice. If the number of
Carried Units then held by Executive is less than the total number of Carried
Units which the Company has elected to purchase, the Company shall purchase the
remaining Carried Units elected to be purchased from the other holder(s) of
Carried Units under this Agreement, pro rata according to the number of Carried
Units held by such other holder(s) at the time of delivery of such Repurchase
Notice (determined as nearly as
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practicable to the nearest unit). The number of Unvested Units and Vested Units
to be repurchased hereunder will be allocated among Executive and the other
holders of Carried Units (if any) pro rata according to the number of Carried
Units to be purchased from such Person.
(d) If for any reason the Company does not elect to purchase all of the
Carried Units pursuant to the Repurchase Option, the Investors shall be entitled
to exercise the Repurchase Option for all or any portion of the Carried Units
the Company has not elected to purchase (the "Available Units"). As soon as
practicable after the Company has determined that there will be Available Units,
but in any event within ten months after the Separation, the Company shall give
written notice (the "Option Notice") to the Investors setting forth the number
of Available Units and the purchase price for the Available Units. The Investors
may elect to purchase any or all of the Available Units by giving written notice
to the Company within one month after the Option Notice has been given by the
Company. If the Investors elect to purchase an aggregate number greater than the
number of Available Units, the Available Units shall be allocated among the
Investors based upon the number of Common Units owned by each Investor. As soon
as practicable, and in any event within ten days after the expiration of the
one-month period set forth above, the Company shall notify each holder of
Carried Units as to the number of units being purchased from such holder by the
Investors (the "Supplemental Repurchase Notice"). At the time the Company
delivers the Supplemental Repurchase Notice to the holder(s) of Carried Units,
the Company shall also deliver written notice to each Investor setting forth the
number of units such Investor is entitled to purchase, the aggregate purchase
price and the time and place of the closing of the transaction. The number of
Unvested Units and Vested Units to be repurchased hereunder shall be allocated
among the Company and the Investors pro rata according to the number of Carried
Units to be purchased by each of them.
(e) The closing of the purchase of the Carried Units pursuant to the
Repurchase Option shall take place on the date designated by the Company in the
Repurchase Notice or Supplemental Repurchase Notice, which date shall not be
more than one month nor less than five days after the delivery of the later of
either such notice to be delivered. The Company will pay for the Carried Units
to be purchased by it pursuant to the Repurchase Option by first offsetting
amounts outstanding under any bona fide debts owed by Executive to the Company
and will pay the remainder of the purchase price by, at its option, (A) a check
or wire transfer of funds, (B) issuing in exchange for such securities a number
of the Company's Class A Preferred (having the rights and preferences set forth
in the LLC Agreement) equal to (x) the aggregate portion of the repurchase price
for such Carried Units to be paid by the issuance of Class A Preferred divided
by (y) 1,000, and for purposes of the LLC Agreement each such Class A Preferred
unit shall as of its issuance be deemed to have Capital Contributions (as
defined in the LLC Agreement) made with respect to such Class A Preferred unit
equal to $1,000, or (C) any combination of (A) and (B) as the Board may elect in
its discretion. Each Investor will pay for the Carried Units purchased by it by
a check or wire transfer of funds. The Company and the Investors will be
entitled to receive customary representations and warranties from the sellers
regarding such sale and to require that all sellers' signatures be guaranteed.
By way of example only for the purpose of clarifying the mechanics of
Section 3(e)(B), if the Company intends to repurchase 45,045 Carried Units by
issuance of Class A Preferred and the aggregate repurchase price determined in
accordance with this Section 3 is $1,500, then the Company would issue to
Executive 1.5 units of Class A Preferred and for
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purposes of the LLC Agreement the whole unit of Class A Preferred issued to
Executive would as of its issuance be deemed to have Capital Contributions made
for such Class A Preferred of $1,000 and the Capital Contributions made for the
one-half unit of Class A Preferred would be $500.
(f) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Carried Units by the Company pursuant to the
Repurchase Option shall be subject to applicable restrictions contained in the
Delaware Limited Liability Company Act, the Delaware General Corporation Law or
such other governing corporate law, and in the Company's and its Subsidiaries'
debt and equity financing agreements. If any such restrictions prohibit (i) the
repurchase of Carried Units hereunder which the Company is otherwise entitled to
make or (ii) dividends or other transfers of funds from one or more Subsidiaries
to the Company to enable such repurchases, then the Company may make such
repurchases as soon as it is permitted to make repurchases or receive funds from
Subsidiaries under such restrictions.
(g) Notwithstanding anything to the contrary contained in this
Agreement, if the Fair Market Value of the Carried Units is finally determined
to be an amount at least 10% greater than the per unit repurchase price for such
Carried Units in the Repurchase Notice or in the Supplemental Repurchase Notice,
each of the Company and the Investors shall have the right to revoke its
exercise of the Repurchase Option for all or any portion of the Carried Units
elected to be repurchased by it by delivering notice of such revocation in
writing to the holders of Carried Units during the thirty-day period beginning
on the date that the Company and/or the Investors are given written notice that
the Fair Market Value of Carried Units was finally determined to be an amount at
least 10% greater than the per unit repurchase price for Carried Units set forth
in the Repurchase Notice or in the Supplemental Repurchase Notice.
(h) The provisions of this Section 3 shall terminate with respect to
Vested Units upon the first to occur of the consummation of a Public Offering
and the consummation of a Sale of the Company.
4. Restrictions on Transfer of Carried Units.
(a) Transfer of Carried Units. The holders of Carried Units shall not
Transfer any interest in any Carried Units, except pursuant to (i) the
provisions of Section 3 hereof, (ii) the provisions of Section 3 of the
Securityholders Agreement (a "Participating Sale"), (iii) an "Approved Sale" (as
defined in Section 6 of the Securityholders Agreement), or (iv) the provisions
of Section 4(b) below.
(b) Certain Permitted Transfers. The restrictions in this Section 4
will not apply with respect to any Transfer of Carried Units made (i) pursuant
to applicable laws of descent and distribution or to such Person's legal
guardian in the case of any mental incapacity or among such Person's Family
Group, or (ii) at such time as the Investors sell Common Units in a Public Sale,
but in the case of this clause (ii) only an amount of units (the "Transfer
Amount") equal to the lesser of (A) the number of Vested Units owned by
Executive and (B) the number of Common Units owned by Executive multiplied by a
fraction (the "Transfer Fraction"), the numerator of which is the number of
Common Units sold by the Investors in such Public Sale and the denominator of
which is the total number of Common Units held by the Investors prior
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to the Public Sale; provided that, if at the time of a Public Sale of units by
the Investors, Executive chooses not to Transfer the Transfer Amount, Executive
shall retain the right to Transfer an amount of Common Units at a future date
equal to the lesser of (x) the number of Vested Units owned by Executive at such
future date and (y) the number of Common Units owned by Executive at such future
date multiplied by the Transfer Fraction; provided further that the restrictions
contained in this Section 4 will continue to be applicable to the Carried Units
after any Transfer of the type referred to in clause (i) above and the
transferees of such Carried Units must agree in writing to be bound by the
provisions of this Agreement. Any transferee of Carried Units pursuant to a
Transfer in accordance with the provisions of this Section 4(b)(i) is herein
referred to as a "Permitted Transferee." Upon the Transfer of Carried Units
pursuant to this Section 4(b), the transferring holder of Carried Units will
deliver a written notice (a "Transfer Notice") to the Company. In the case of a
Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in
reasonable detail the identity of the Permitted Transferee(s).
(c) Termination of Restrictions. The restrictions set forth in this
Section 4 will continue with respect to each unit of Carried Units until the
earlier of (i) the date on which such Carried Units have been transferred in a
Public Sale permitted by this Section 4, or (ii) the consummation of an Approved
Sale.
5. Additional Restrictions on Transfer of Carried Units.
(a) Legend. The certificates representing the Carried Units will bear a
legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF JUNE 3, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET
FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN
EXECUTIVE OF THE COMPANY DATED AS OF JUNE 3, 2002. A COPY OF SUCH
AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) Opinion of Counsel. No holder of Carried Units may Transfer any
Carried Units (except pursuant to an effective registration statement under the
Securities Act) without first delivering to the Company a written notice
describing in reasonable detail the proposed Transfer, together with an opinion
of counsel (reasonably acceptable in form and substance to the Company) that
neither registration nor qualification under the Securities Act and applicable
state securities laws is required in connection with such transfer. In addition,
if the holder of the Carried Units delivers to the Company an opinion of counsel
that no subsequent Transfer of such Carried Units shall require registration
under the Securities Act, the Company shall promptly
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upon such contemplated Transfer deliver new certificates for such Carried Units
which do not bear the Securities Act portion of the legend set forth in Section
5(a). If the Company is not required to deliver new certificates for such
Carried Units not bearing such legend, the holder thereof shall not Transfer the
same until the prospective transferee has confirmed to the Company in writing
its agreement to be bound by the conditions contained in this Section 5.
PROVISIONS RELATING TO EMPLOYMENT
6. Employment. Employer agrees to employ Executive and Executive
accepts such employment for the period beginning as of the date hereof and
ending upon his separation pursuant to Section 6(c) hereof (the "Employment
Period").
(a) Position and Duties.
(i) During the Employment Period, Executive shall serve as the
Vice President - Sales of Employer and its Subsidiaries and shall have
the normal duties, responsibilities and authority implied by such
position, subject to the power of the Chief Executive Officer and the
Board to expand or limit such duties, responsibilities and authority
and to override actions of Executive.
(ii) Executive shall report to the Chief Executive Officer
and/or President of Employer and Executive shall devote his best
efforts and his full business time and attention to the business and
affairs of the Company, Employer and their Subsidiaries.
(b) Salary, Bonus and Benefits. During the Employment Period, Employer
will pay Executive a base salary (the "Annual Base Salary") of $130,000 per
annum, subject to any increases as determined by the Board based upon the
Company's achievements of budgetary and other objectives set by the Board. For
any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of
the Executive's then applicable Annual Base Salary based upon the achievement by
the Company, Employer and their Subsidiaries of budgetary and other objectives
set by the Board; provided that with respect to the first year for which
Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis
based upon that portion of the year that remained after the date of this
Agreement. In addition, during the Employment Period, Executive will be entitled
to such other benefits approved by the Board and made available to the senior
management of the Company, Employer and their Subsidiaries.
(c) Separation. The Employment Period will continue until Executive's
resignation, disability (as determined by the Board in its good faith judgment)
or death or until the Employer decides to terminate Executive's employment with
or without Cause. If Executive's employment is terminated by Employer without
Cause, during the six-month period commencing on the date of termination (the
"Initial Severance Period"), Employer shall pay to Executive each month during
the Initial Severance Period an aggregate amount equal to 1/12th of his Annual
Base Salary in effect as of the end of the Employment Period, payable in equal
installments on the Employer's regular salary payment dates. Employer may (in
its sole discretion) elect to extend the Initial Severance Period for up to
three additional six-month periods (each an "Additional Severance Period") by
providing Executive written notice of such
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extension no less than 60 days prior to the last day of the Initial Severance
Period or the then effective Additional Severance Period and paying Executive
during each month of any such Additional Severance Period an additional amount
equal to 1/12th of his Annual Base Salary, payable in equal installments on the
Employer's regular salary payment dates. (The Initial Severance Period and all
applicable Additional Severance Periods are collectively referred to herein as
the "Severance Period"). The amounts payable pursuant to this Section 6(c) shall
be reduced by the amount of any compensation Executive earns or receives with
respect to any other employment during the period in which he is receiving
severance. Upon request from time to time, Executive shall furnish Employer with
a true and complete certificate specifying any such compensation earned or
received by him while receiving any severance payments from Employer.
7. Confidential Information.
(a) Obligation to Maintain Confidentiality. Executive acknowledges that
the information, observations and data obtained by him during the course of his
performance under this Agreement concerning the business and affairs of the
Company, Employer and their respective Subsidiaries and Affiliates are the
property of the Company, Employer or such Subsidiaries and Affiliates, including
information concerning acquisition opportunities in or reasonably related to the
Company's and Employer's and their respective Subsidiaries' business or industry
of which Executive becomes aware during the Employment Period. Therefore,
Executive agrees that he will not disclose to any unauthorized Person or use for
his own account any of such information, observations or data without the
Board's prior written consent, unless and to the extent that the aforementioned
matters become generally known to and available for use by the public other than
as a result of Executive's acts or omissions to act. Executive agrees to deliver
to the Company at Separation, or at any other time the Company may request in
writing, all memoranda, notes, plans, records, reports and other documents (and
copies thereof) relating to the business of the Company, Employer and their
respective Subsidiaries and Affiliates (including, without limitation, all
acquisition prospects, lists and contact information) which he may then possess
or have under his control.
(b) Ownership of Property. Executive acknowledges that all inventions,
innovations, improvements, developments, methods, processes, programs, designs,
analyses, drawings, reports, and all similar or related information (whether or
not patentable) that relate to the Company's, Employer's or any of their
respective Subsidiaries' or Affiliates' actual or anticipated business, research
and development, or existing or future products or services and that are
conceived, developed, contributed to, made, or reduced to practice by Executive
(either solely or jointly with others) while employed by the Company, Employer
or any of their respective Subsidiaries or Affiliates (including any of the
foregoing that constitutes any proprietary information or records) ("Work
Product") belong to the Company, Employer or such Subsidiary or Affiliate and
Executive hereby assigns, and agrees to assign, all of the above Work Product to
the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work
prepared in whole or in part by Executive in the course of his work for any of
the foregoing entities shall be deemed a "work made for hire" under the
copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall
own all rights therein. To the extent that any such copyrightable work is not a
"work made for hire," Executive hereby assigns and agrees to assign to the
Company, Employer or such Subsidiary or Affiliate all right, title, and
interest, including
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without limitation, copyright in and to such copyrightable work. Executive shall
promptly disclose such Work Product and copyrightable work to the Board and
perform all actions reasonably requested by the Board (whether during or after
the Employment Period) to establish and confirm the Company's, Employer's or
such Subsidiary's or Affiliate's ownership (including, without limitation,
assignments, consents, powers of attorney, and other instruments).
(c) Third Party Information. Executive understands that the Company,
Employer and their respective Subsidiaries and Affiliates will receive from
third parties confidential or proprietary information ("Third Party
Information") subject to a duty on the Company's, Employer's and their
respective Subsidiaries' and Affiliates' part to maintain the confidentiality of
such information and to use it only for certain limited purposes. During the
Employment Period and thereafter, and without in any way limiting the provisions
of Section 7(a) above, Executive will hold Third Party Information in the
strictest confidence and will not disclose to anyone (other than personnel of
the Company, Employer or their respective Subsidiaries or Affiliates who need to
know such information in connection with their work for the Company, Employer or
their respective Subsidiaries or Affiliates) or use, except in connection with
his work for the Company, Employer or their respective Subsidiaries or
Affiliates, Third Party Information unless expressly authorized by a member of
the Board in writing.
(d) Use of Information of Prior Employers. During the Employment
Period, Executive will not improperly use or disclose any confidential
information or trade secrets, if any, of any former employers or any other
Person to whom Executive has an obligation of confidentiality, and will not
bring onto the premises of the Company, Employer or any of their respective
Subsidiaries or Affiliates any unpublished documents or any property belonging
to any former employer or any other Person to whom Executive has an obligation
of confidentiality unless consented to in writing by the former employer or
Person. Executive will use in the performance of his duties only information
which is (i) generally known and used by Persons with training and experience
comparable to Executive's and that is (x) common knowledge in the industry or
(y) is otherwise legally in the public domain, (ii) is otherwise provided or
developed by the Company, Employer or any of their respective Subsidiaries or
Affiliates or (iii) in the case of materials, property or information belonging
to any former employer or other Person to whom Executive has an obligation of
confidentiality, approved for such use in writing by such former employer or
Person.
8. Noncompetition and Nonsolicitation. Executive acknowledges
that in the course of his employment with Employer he will become familiar with
the Company's, Employer's and their respective Subsidiaries' trade secrets and
with other confidential information concerning the Company, Employer and such
Subsidiaries and that his services will be of special, unique and extraordinary
value to the Company and Employer and such Subsidiaries. Therefore, Executive
agrees that:
(a) Noncompetition. During the Employment Period and (i) in the event
of a termination of Executive's employment by Employer without Cause, the
Severance Period or (ii) in the event of a termination of Executive's employment
for any other reason, for a period of two years thereafter (collectively, the
"Noncompete Period"), he shall not, anywhere in the world, directly or
indirectly own, manage, control, participate in, consult with, render services
for, or in
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any manner engage in any business relating to the provision of interoperability
solutions, clearing and settlement services, software and network services and
related services to telecommunications companies and other third parties that
compete with the businesses of the Company, Employer or their respective
Subsidiaries or any business in which the Company, Employer or any of their
respective Subsidiaries has entertained discussions or has requested and
received information relating to the acquisition of such business by the
Company, Employer or their respective Subsidiaries prior to the Separation;
provided, however, that the Executive may own up to 1% of any class of an
issuer's publicly traded securities.
(b) Nonsolicitation. During the Noncompete Period, Executive shall not
directly or indirectly through another entity (i) induce or attempt to induce
any employee of the Company, Employer or their respective Subsidiaries to leave
the employ of the Company, Employer or such Subsidiary, or in any way interfere
with the relationship between the Company, Employer and any of their respective
Subsidiaries and any employee thereof, (ii) hire any person who was an employee
of the Company, Employer or any of their respective Subsidiaries within one year
prior to the time such employee was hired by Executive, (iii) induce or attempt
to induce any customer, supplier, licensee or other business relation of the
Company, Employer or any of their respective Subsidiaries to cease doing
business with the Company, Employer or such Subsidiary or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company and any Subsidiary or (iv) directly or indirectly
acquire or attempt to acquire an interest in any business relating to the
business of the Company, Employer or any of their respective Subsidiaries and
with which the Company, Employer and any of their respective Subsidiaries has
entertained discussions or has requested and received information relating to
the acquisition of such business by the Company, Employer or any of their
respective Subsidiaries in the two-year period immediately preceding a
Separation.
(c) Enforcement. If, at the time of enforcement of Section 7 or this
Section 8, a court holds that the restrictions stated herein are unreasonable
under circumstances then existing, the parties hereto agree that the maximum
duration, scope or geographical area reasonable under such circumstances shall
be substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
duration, scope and area permitted by law. Because Executive's services are
unique and because Executive has access to confidential information, the parties
hereto agree that money damages would be an inadequate remedy for any breach of
this Agreement. Therefore, in the event a breach or threatened breach of this
Agreement, the Company, Employer, their respective Subsidiaries or Affiliates or
their successors or assigns may, in addition to other rights and remedies
existing in their favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce, or
prevent any violations of, the provisions hereof (without posting a bond or
other security).
(d) Additional Acknowledgments. Executive acknowledges that the
provisions of this Section 8 are in consideration of: (i) employment with the
Employer, (ii) the issuance of the Carried Units by the Company and (iii)
additional good and valuable consideration as set forth in this Agreement. In
addition, Executive agrees and acknowledges that the restrictions contained in
Section 7 and this Section 8 do not preclude Executive from earning a
livelihood, nor do they unreasonably impose limitations on Executive's ability
to earn a
10
living. In addition, Executive acknowledges (i) that the business of the
Company, Employer and their respective Subsidiaries will be international in
scope and without geographical limitation, (ii) notwithstanding the state of
incorporation or principal office of the Company, Employer or any of their
respective Subsidiaries, or any of their respective executives or employees
(including the Executive), it is expected that the Company and Employer will
have business activities and have valuable business relationships within its
industry throughout the world, and (iii) as part of his responsibilities,
Executive will be traveling in furtherance of Employer's business and its
relationships. Executive agrees and acknowledges that the potential harm to the
Company and Employer and their respective Subsidiaries of the non-enforcement of
Section 7 and this Section 8 outweighs any potential harm to Executive of its
enforcement by injunction or otherwise. Executive acknowledges that he has
carefully read this Agreement and has given careful consideration to the
restraints imposed upon Executive by this Agreement, and is in full accord as to
their necessity for the reasonable and proper protection of confidential and
proprietary information of the Company and Employer now existing or to be
developed in the future. Executive expressly acknowledges and agrees that each
and every restraint imposed by this Agreement is reasonable with respect to
subject matter, time period and geographical area.
GENERAL PROVISIONS
9. Definitions.
"Affiliate" means, (i) with respect to any Person, any Person that
controls, is controlled by or is under common control with such Person or an
Affiliate of such Person, and (ii) with respect to any Investor, any general or
limited partner of such Investor, any employee or owner of any such partner, or
any other Person controlling, controlled by or under common control with such
Investor.
"Board" means the Board of Managers of the Company.
"Class A Preferred" means the Class A Preferred Units as defined in the
LLC Agreement.
"Carried Units" will continue to be Carried Units in the hands of any
holder other than Executive (except for the Company and the Investors and except
for transferees in a Public Sale), and except as otherwise provided herein, each
such other holder of Carried Units will succeed to all rights and obligations
attributable to Executive as a holder of Carried Units hereunder. Carried Units
will also include equity of the Company (or a corporate successor to the
Company) issued with respect to Carried Units (i) by way of a unit split, unit
dividend, conversion, or other recapitalization (excluding any Class A Preferred
issued herein) or (ii) by way of reorganization or recapitalization of the
Company in connection with the incorporation of a corporate successor prior to a
Public Offering. Notwithstanding the foregoing, all Unvested Units shall remain
Unvested Units after any Transfer thereof.
"Cause" means (i) the commission of a felony or a crime involving moral
turpitude or the commission of any other act or omission involving dishonesty or
fraud with respect to the Company, Employer or any of their respective
Subsidiaries or any of their customers or suppliers, (ii) conduct tending to
bring the Company, Employer or any of their
11
respective Subsidiaries into substantial public disgrace or disrepute, (iii)
substantial and repeated failure to perform duties of the office held by
Executive as reasonably directed by the Board, (iv) gross negligence or willful
misconduct with respect to the Company, Employer or any of their respective
Subsidiaries or (v) any breach of Sections 6(a)(ii), 7 or 8 of this Agreement.
"Fair Market Value" of Carried Units means the average of the closing
prices of the sales of such Carried Units on all securities exchanges on which
such Carried Units may at the time be listed, or, if there have been no sales on
any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day such
Carried Units is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any
day such Carried Units are not quoted in the NASDAQ System, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market Value is being determined and
the 20 consecutive business days prior to such day. If at any time such Carried
Units are not listed on any securities exchange or quoted in the NASDAQ System
or the over-the-counter market, the Fair Market Value will be the fair value of
such Carried Units as determined in good faith by the Board. If Executive
reasonably disagrees with such determination, Executive shall deliver to the
Board a written notice of objection within ten days after delivery of the
Repurchase Notice (or if no Repurchase Notice is delivered, then within ten days
after delivery of the Supplemental Repurchase Notice). Upon receipt of
Executive's written notice of objection, the Board and Executive will negotiate
in good faith to agree on such Fair Market Value. If such agreement is not
reached within 30 days after the delivery of the Repurchase Notice (or if no
Repurchase Notice is delivered, then within 30 days after the delivery of the
Supplemental Repurchase Notice), Fair Market Value shall be determined by an
appraiser jointly selected by the Board and Executive, which appraiser shall
submit to the Board and Executive a report within 30 days of its engagement
setting forth such determination. If the parties are unable to agree on an
appraiser within 45 days after delivery of the Repurchase Notice or the
Supplemental Repurchase Notice, within seven days, each party shall submit the
names of four nationally recognized firms that are engaged in the business of
valuing non-public securities, and each party shall be entitled to strike two
names from the other party's list of firms, and the appraiser shall be selected
by lot from the remaining four firms. The expenses of such appraiser shall be
borne by Executive unless the appraiser's valuation is more than 10% greater
than the amount determined by the Board, in which case, the expenses of the
appraiser shall be borne by the Company. The determination of such appraiser as
to Fair Market Value shall be final and binding upon all parties.
"Family Group" means, with respect to a Person who is an individual,
such Person's spouse and descendants (whether natural or adopted), and any
trust, family limited partnership, limited liability company or other entity
wholly owned, directly or indirectly, by such Person or such Person's spouse
and/or descendants that is and remains solely for the benefit of such Person
and/or such Person's spouse and/or descendants and any retirement plan for such
Person.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.
12
"LLC Agreement" means the Limited Liability Company Agreement of the
Company, as amended from time to time pursuant to its terms.
"Original Cost" means, with respect to each Common Unit purchased
hereunder, $0.0333 (as proportionately adjusted for all subsequent unit splits,
unit dividends and other recapitalizations).
"Person" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, investment fund, any other business
entity and a governmental entity or any department, agency or political
subdivision thereof.
"Public Offering" means the sale in an underwritten public offering
registered under the Securities Act of equity securities of the Company or a
corporate successor to the Company.
"Public Sale" means (i) any sale pursuant to a registered public
offering under the Securities Act or (ii) any sale to the public pursuant to
Rule 144 promulgated under the Securities Act effected through a broker, dealer
or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).
"Purchase Agreement" means that certain Unit Purchase Agreement dated
as of February 14, 2002 by and between the Company and the Investors, as amended
from time to time pursuant to its terms.
"Quarter Date" means June, September, December and March of each year
beginning on September 3, 2002 and ending on June 3, 2007.
"Sale of the Company" means any transaction or series of transactions
pursuant to which any Person or group of related Persons other than the
Investors or their Affiliates in the aggregate acquire(s) (i) equity securities
of the Company possessing the voting power (other than voting rights accruing
only in the event of a default, breach or event of noncompliance) to elect a
majority of the Company's board of managers (whether by merger, consolidation,
reorganization, combination, sale or transfer of the Company's equity,
securityholder or voting agreement, proxy, power of attorney or otherwise) or
(ii) all or substantially all of the Company's assets determined on a
consolidated basis; provided that a Public Offering shall not constitute a Sale
of the Company.
"Securities Act" means the Securities Act of 1933, as amended from time
to time.
"Securityholders Agreement" means the Securityholders Agreement of even
date herewith among the Company and certain of its securityholders, as amended
from time to time pursuant to its terms.
"Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association, or business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers, or trustees thereof is at the time
13
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person or a combination thereof, or (ii) if a
limited liability company, partnership, association, or other business entity
(other than a corporation), a majority of partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
that Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association, or
other business entity (other than a corporation) if such Person or Persons shall
be allocated a majority of limited liability company, partnership, association,
or other business entity gains or losses or shall be or control any managing
director or general partner of such limited liability company, partnership,
association, or other business entity. For purposes hereof, references to a
"Subsidiary" of any Person shall be given effect only at such times that such
Person has one or more Subsidiaries, and, unless otherwise indicated, the term
"Subsidiary" refers to a Subsidiary of the Company.
"Transfer" means to sell, transfer, assign, pledge or otherwise dispose
of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).
10. Notices. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:
If to Employer:
---------------
TSI Telecommunication Services Inc.
201 North Franklin Street
Tampa, Florida 33602
Attention: Robert Garcia, Jr.
with copies to:
---------------
GTCR Fund VII, L.P.
GTCR Fund VII/A, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: David A. Donnini
Collin E. Roche
and
---
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
14
Attention: Stephen L. Ritchie
If to the Company:
------------------
TSI Telecommunication
Holdings, LLC
201 North Franklin Street
Tampa, Florida 33602
Attention: Robert Garcia, Jr.
with copies to:
---------------
GTCR Fund VII, L.P.
GTCR Fund VII/A, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: David A. Donnini
Collin E. Roche
and
---
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Stephen L. Ritchie
If to Executive:
----------------
Charles Drexler
4460 Longfellow Drive
Plano, Texas 75093
If to the Investors:
--------------------
GTCR Fund VII, L.P.
GTCR Fund VII/A, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Golder Rauner, L.L.C.
15
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: David A. Donnini
Collin E. Roche
with a copy to:
---------------
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Stephen L. Ritchie
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
11. General Provisions.
(a) Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Carried Units in violation of any provision of this Agreement
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Carried Units as the owner of such equity
for any purpose.
(b) Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
(d) Counterparts. This Agreement may be executed in separate
counterparts (including by means of facsimile), each of which is deemed to be an
original and all of which taken together constitute one and the same agreement.
(e) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, the Employer, the Investors and their respective
successors and assigns (including subsequent holders of Carried Units); provided
that the rights and obligations of Executive under this Agreement shall not be
assignable except in connection with a permitted transfer of Carried
16
Units hereunder.
(f) Choice of Law. The limited liability company law of the State of
Delaware will govern all questions concerning the relative rights of the Company
and its securityholders. All other questions concerning the construction,
validity and interpretation of this Agreement and the exhibits hereto will be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
(g) Remedies. Each of the parties to this Agreement (including the
Investors as third-party beneficiaries) will be entitled to enforce its rights
under this Agreement specifically, to recover damages and costs (including
attorney's fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or deposit) for specific performance and/or other injunctive relief in
order to enforce or prevent any violations of the provisions of this Agreement.
(h) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company, Employer,
Executive and the Majority Holders (as defined in the Purchase Agreement).
(i) Insurance. The Company or Employer, at its discretion, may apply
for and procure in its own name and for its own benefit life and/or disability
insurance on Executive in any amount or amounts considered available. Executive
agrees to cooperate in any medical or other examination, supply any information,
and to execute and deliver any applications or other instruments in writing as
may be reasonably necessary to obtain and constitute such insurance. Executive
hereby represents that he has no reason to believe that his life is not
insurable at rates now prevailing for healthy men of his age.
(j) Business Days. If any time period for giving notice or taking
action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the Company's chief executive office is located, the time period
shall be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.
(k) Indemnification and Reimbursement of Payments on Behalf of
Executive. The Company, Employer and their respective Subsidiaries shall be
entitled to deduct or withhold from any amounts owing from the Company or any of
its Subsidiaries to Executive any federal, state, local or foreign withholding
taxes, excise taxes, or employment taxes ("Taxes") imposed with respect to
Executive's compensation or other payments from the Company or any of its
Subsidiaries or Executive's ownership interest in the Company, including,
without limitation, wages, bonuses, dividends, the receipt or exercise of equity
options and/or the receipt or vesting of restricted equity. In the event the
Company or its Subsidiaries does not make such deductions or withholdings,
Executive shall indemnify the Company and its Subsidiaries for any amounts paid
with respect to any such Taxes, together with any interest, penalties and
related expenses thereto.
17
(l) Reasonable Expenses. The Company agrees to pay the reasonable fees
and expenses of Executive's counsel arising in connection with the negotiation
and execution of this Agreement and the consummation of the transactions
contemplated by this Agreement.
(m) Termination. This Agreement (except for the provisions of Sections
6(a) and (b)) shall survive a Separation and shall remain in full force and
effect after such Separation.
(n) Adjustments of Numbers. All numbers set forth herein that refer to
unit prices or amounts will be appropriately adjusted to reflect unit splits,
unit dividends, combinations of units and other recapitalizations affecting the
subject class of equity.
(o) Deemed Transfer of Carried Units. If the Company (and/or the
Investors and/or any other Person acquiring securities) shall make available, at
the time and place and in the amount and form provided in this Agreement, the
consideration for the Carried Units to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the Person from
whom such units are to be repurchased shall no longer have any rights as a
holder of such units (other than the right to receive payment of such
consideration in accordance with this Agreement), and such units shall be deemed
purchased in accordance with the applicable provisions hereof and the Company
(and/or the Investors and/or any other Person acquiring securities) shall be
deemed the owner and holder of such units, whether or not the certificates
therefor have been delivered as required by this Agreement.
(p) No Pledge or Security Interest. The purpose of the Company's
retention of Executive's certificates and executed security powers is solely to
facilitate the repurchase provisions set forth in Section 3 herein and Section 6
of the Securityholders Agreement and does not constitute a pledge by Executive
of, or the granting of a security interest in, the underlying equity.
(q) Rights Granted to GTCR Fund VII and its Affiliates. Any rights
granted to GTCR Fund VII, GTCR Fund VII/A, GTCR Co-Invest and their Affiliates
hereunder may also be exercised (in whole or in part) by their respective
designees (which designees may be Affiliates of GTCR Fund VII, GTCR Fund VII/A
and/or GTCR Co-Invest).
* * * * *
18
IN WITNESS WHEREOF, the parties hereto have executed this Senior
Management Agreement on the date first written above.
TSI TELECOMMUNICATION HOLDINGS, LLC
By:
--------------------------------------
Its: Chief Executive Officer
TSI TELECOMMUNICATION SERVICES, INC.
By:
--------------------------------------
Its: Chief Executive Officer
--------------------------------------
Charles Drexler
19
Agreed and Accepted:
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By:
--------------------------------------
Name:
--------------------------------------
Its: Principal
GTCR FUND VII/A, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By:
--------------------------------------
Name:
--------------------------------------
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By:
--------------------------------------
Name:
--------------------------------------
Its: Principal
20
EXHIBIT A
---------
June 3, 2002
PROTECTIVE ELECTION TO INCLUDE MEMBERSHIP
INTEREST IN GROSS INCOME PURSUANT TO
SECTION 83(b) OF THE INTERNAL REVENUE CODE
On June 3, 2002 (the "Employment Date"), the undersigned acquired a
limited liability company membership interest in the form of 270,270.27 Common
Units (the "Common Units") in TSI Telecommunication Holdings, LLC, a Delaware
limited liability company (the "Company"), for an aggregate purchase price of
$9,000.00. Pursuant to the Limited Liability Company Agreement of the Company,
the undersigned is entitled to an interest in Company capital exactly equal to
the amount paid therefore and an interest in Company profits.
Based on current Treasury Regulation ss.1.721-1(b), Proposed Treasury
Regulation ss.1.721-1(b)(1), and Revenue Procedures 93-27 and 2001-43, the
undersigned does not believe that issuance of the Common Units to the
undersigned is subject to the provisions of ss.83 of the Internal Revenue Code
(the "Code"). In the event that the sale is so treated, however, the undersigned
desires to make an election to have the receipt of the Common Units taxed under
the provisions of Code ss.83(b) at the time the undersigned acquired the Common
Units.
Therefore, pursuant to Code ss.83(b) and Treasury Regulation ss.1.83-2
promulgated thereunder, the undersigned hereby makes an election, with respect
to the Common Units, to report as taxable income for the calendar year 2002 the
excess (if any) of the value of the Common Units on the Employment Date over the
purchase price thereof.
The following information is supplied in accordance with Treasury
Regulation ss. 1.83-2(e):
1. The name, address and social security number of the undersigned:
Charles Drexler
4460 Longfellow Drive
Plano, Texas 75093
SSN: ###-##-####
2. A description of the property with respect to which the election is
being made: The Common Units entitling the undersigned to an interest
in the Company's capital exactly equal to the amount paid and an
interest in the Company's profits.
3. The date on which the Common Units were transferred: June 3, 2002. The
taxable year for which such election is made: calendar year 2002.
4. The restrictions to which the property is subject: If during the first
five years after the Employment Date, the undersigned ceases to be
employed by the Company or any of its subsidiaries, the unvested
portion of the Common Units will be subject to repurchase by the
Company at cost. 5% of the Common Units become vested units on the last
day of each three-month period after the Employment Date.
5. The fair market value on June 3, 2002 of the property with respect to
which the election is being made, determined without regard to any
lapse restrictions and in accordance with Revenue Procedure 93-27:
$9,000.00.
6. The amount paid or to be paid for such property: $9,000.00.
* * * * *
22
A copy of this election is being furnished to the Company pursuant to
Treasury Regulation ss. 1.83-2(e)(7). A copy of this election will be submitted
with the 2002 federal income tax return of the undersigned pursuant to Treasury
Regulation ss. 1.83-2(c).
Dated: June ____, 2002
----------------------------------------
Charles Drexler
EXHIBIT B
---------
ASSIGNMENT SEPARATE FROM CERTIFICATE
------------------------------------
FOR VALUE RECEIVED, ___________ does hereby sell, assign and transfer
unto _______________, a _________________, ________ ____________ of TSI
Telecommunication Holdings, LLC, a Delaware limited liability company (the
"Company"), standing in the undersigned's name on the books of the Company
represented by Certificate Nos. _________________ herewith and does hereby
irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C.
(acting alone or with one or more other such principals) as attorney to transfer
the said securities on the books of the Company with full power of substitution
in the premises.
Dated:
------------------ ----------------------------------------
Charles Drexler