Exhibit 10.19
LETTER AGREEMENT
April 30, 1996
Mr. C. Xxxxx Xxxxxxxx
Peoples Telephone Company, Inc.
0000 X.X. 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxx:
This is to confirm our agreement as further set forth herein that:
1. Peoples Telephone Company, Inc. (the "Company") relies upon you and your
expertise and wishes to continue to take advantage of and benefit from such
experience and, therefore, wishes to enter into this Letter Agreement and you
wish to enter into this Letter Agreement.
2. The Company and you agree that in case of a "Change in Control" (as
defined in Exhibit A attached hereto), if you are (a) terminated without cause
by the Company or any successor thereof, for a period beginning three (3) months
before and ending twelve (12) months after the Change of Control, (b) are asked
to assume lesser duties and/or title or duties inconsistent with your current
position without your consent or (c) the Company's corporate headquarters is
moved or you are required to be based at any office or location other than that
of the Company's present corporate headquarters which change of location would
require you to commute more than fifty (50) miles in excess of your commute
prior to such change ("Termination Date"), in addition to any other benefits due
you from the Company and without affecting any such other compensation or
benefits owed to you, the Company shall pay you within five (5) days of such
Termination Date as severance pay (i) a lump sum amount equal to fifty percent
(50%) of your annual base salary at the highest rate in effect during the twelve
(12) months immediately preceding the Termination Date plus (ii) any bonus you
may be eligible for under any Company bonus plan (such amount to be paid as if
any and all goals and conditions to such bonus payment had been met) plus (iii)
all options granted to you by the Company shall vest if not already vested (and
shall not be subject to any thirty (30) day exercise rule unless exemption from
such rule shall be prohibited by the plan under which such options were
granted).
Mr. C. Xxxxx Xxxxxxxx
Peoples Telephone Company, Inc.
April 30, 1996
Page 2
3. This Letter Agreement shall be binding upon the Company and any
successors and assigns thereof.
If you agree, please sign in the space provided below and return this form
to me.
Very truly yours,
PEOPLES TELEPHONE COMPANY, INC.
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
President/Chief Executive Officer
Agreed and Accepted
this 30th day of April, 1996:
/s/ C. Xxxxx Xxxxxxxx
C. Xxxxx Xxxxxxxx
Vice President/MIS
EXHIBIT A
For purposes of this Agreement, a "Change in Control" means:
(1) the acquisition of beneficial ownership, direct or indirect, of equity
securities of the Company by any person (as that term is defined in Sections
13(d) and 14(d) of the Securities Exchange Act of l934, as amended (the
"Exchange Act") which, when combined with all other securities of the Company
beneficially owned, directly or indirectly by that person, equals or exceeds 50%
of (i) either the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not constitute a Change
of Control: (i) any acquisition by the Company or any of its subsidiaries, (ii)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (iii) any acquisition by
any corporation with respect to which, following such acquisition, more than 75%
of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Comon Stock and Outstanding
Company Voting Securities immediately prior to such acquisition in substantially
the same proportions as their ownership, immediately prior to such acquisition,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be;
(2) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding for this purpose
any such individual whose initial assumption of office occurs as a result of
either an actual or threatened solicitation to which Rule 14a-11 of Regulation
14A promulgated under the Exchange Act applies or other actual or threatened
solicitation of proxies or consents;
(3) approval by the shareholders of the Company of a reorganization, merger
or consolidation, in each case, with respect to which all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation do not,
following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 75% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such reorganization, merger
or consolidation in substantially the same
proportions as their ownership, immediately prior to such reorganization, merger
or consolidation of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or
(4) approval by the shareholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other disposition
of all or substantially all of the assets of the Company, other than to a
corporation, with respect to which following such sale or other disposition,
more than 75% of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.
The term "the sale or disposition by the Company of all or substantially
all of the assets of the Company" shall mean a sale or other disposition
transaction or series of related transactions involving assets of the Company or
of any direct or indirect subsidiary of the Company (including the stock of any
direct or indirect subsidiary of the Company) in which the value of the assets
or stock being sold or otherwise disposed of (as measured by the purchase price
being paid therefor or by such other method as the Board determines is
appropriate in a case where there is no readily ascertainable purchase price)
constitutes more than two-thirds of the fair market value of the Company (as
hereinafter defined). The "fair market value of the Company" shall be the
aggregate market value of the then outstanding Company Common Stock (on a fully
diluted basis) plus the aggregated market value of Company's other outstanding
equity securities. The aggregate market value of the shares of Outstanding
Company Common Stock shall be determined by multiplying the number of shares of
Outstanding Company Common Stock (on a fully diluted basis) outstanding on the
date of the execution and delivery of a definitive agreement with respect to the
transaction or series of related transactions (the "Transaction Date") by the
average closing price of the shares of Outstanding Company Common Stock for the
ten trading days immediately preceding the Transaction Date. The aggregate
market value of any other equity securities of the Company shall be determined
in a manner similar to that prescribed in the immediately preceding sentence for
determining the aggregate market value of the shares of Outstanding Company
Common Stock or by such other method as the Board shall determine is
appropriate.
