Extension Letter to Executive Employment Agreement between Spok Holdings, Inc. and Vincent D. Kelly

Summary

This letter agreement between Spok Holdings, Inc. and Vincent D. Kelly extends Mr. Kelly's employment term through December 31, 2026. It sets his base salary at $500,000, target annual bonus at $400,000, and target annual long-term equity incentive at $1,000,000 for 2024, 2025, and 2026, subject to board approval. Mr. Kelly waives the right to claim "Good Reason" for resignation due to any reduction in compensation for these years. All other terms of the original employment agreement remain unchanged.

EX-10.1 2 tm2328128d1_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

October 10, 2023

 

Vincent D. Kelly 

c/o Spok Holdings, Inc. 

5911 Kingstown Village Parkway, Suite 600 

Alexandria, VA 22315

 

Re:Extension of Employment Agreement Term

 

Dear Vince:

 

Reference is made to that certain Executive Employment Agreement dated as of January 3, 2019 by and between you and Spok Holdings, Inc. (the “Employment Agreement"). Capitalized terms used herein have the meanings set forth in the Employment Agreement.

 

This letter confirms our agreement to extend the Agreement Term of the Employment Agreement as set forth in Section 3 thereof to December 31, 2026.

 

For 2024, 2025 and 2026, (i) your Base Salary will be $500,000, (ii) your target Annual Bonus award level will be $400,000 and (iii) the target amount of your annual long-term Equity Incentive award will be valued at $1,000,000. All grants under the Company’s long-term incentive plans are subject to approval by the Board or Compensation Committee at the time of grant and will be granted pursuant to one or more award agreements that will control over the provisions of this letter.

 

You continue to agree that your compensation for 2024, 2025 and 2026, to the extent the amount of such compensation is reduced from any previously agreed upon amount, shall not constitute Good Reason for any purpose under the Employment Agreement and expressly waive your right to resign for Good Reason on account thereof.

 

In accordance with Section 4 of the Employment Agreement, the Board shall review the appropriateness of executive compensation and may, in its discretion, modify compensation terms.

 

spok.com

 

 

 

 

 

 

Except as expressly set forth herein, all of the terms of the Employment Agreement remain unchanged and in full force and effect. Thank you for your continued service with the Company.

 

Very truly yours,

 

/s/ Renee Hall   
Renee Hall   
Vice President Human Resources & Administration  
Chief Compliance Officer  

 

Acknowledged, agreed and accepted as of October 10, 2023:

 

/s/ Sharon Woods Keisling   
Sharon Woods Keisling, Corporate Secretary & Treasurer  

 

Acknowledged, agreed and accepted as of October 10, 2023:

 

/s/ Vincent D. Kelly   
Vincent D. Kelly  

 

spok.com