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EXHIBIT 10(y)
[XXXXXXX XXXXXXXXXX]
March 20, 1997
[Address]
Dear _____:
This will confirm our agreement that in the event it becomes eminent there will
be a "Change of Control" of AMRESCO, INC. ("AMRESCO") you will be granted a
three (3) year employment agreement with the following terms:
1. Base salary equal to your then base salary.
2. Employee benefits comparable to those then being provided to other
senior management.
3. Yearly bonus determined in accordance with the formula and guidelines
then applicable to you.
4. Participation in the then existing stock option and restricted stock
plan then being provided for other senior management.
5. In the event your employment is terminated after a Change of Control
of AMRESCO, INC., you will be entitled to receive a lump-sum payment
equal to the sum of the (i) base salary payable through the remaining
term of your agreement and (ii) aggregate amount of yearly cash
bonuses payable through the remaining term of your agreement assuming
the yearly cash bonus would be equal to most recent yearly cash bonus
paid to you.
As used in such employment agreement, the term "Change of Control" will mean
any one of the following: (a) Continuing Directors (the term "Continuing
Director" means any individual who is a member of the Company's Board of
Directors on the date hereof or was nominated for election as a director by, or
whose nomination as a director was approved by, XXXXXXX's Board of Directors
with the affirmative vote of a majority of the Continuing Directors) no longer
constitute a majority of XXXXXXX's Board of Directors; (b) any person or group
of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934,
as amended {"Rule 13d-5"}) together with his or its affiliates, becomes the
beneficial owner, directly or indirectly, of 25% or more of the voting power of
XXXXXXX's then outstanding securities entitled generally to vote for the
election of XXXXXXX's directors; (c) the merger or consolidation of AMRESCO
with any other entity if AMRESCO is not the surviving entity and any person or
group of persons (as defined in Rule 13d-5),
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[AMRESCO LETTERHEAD]
together with his or its affiliates, is the beneficial owner, directly or
indirectly, of 25% or more of the surviving entity's then outstanding
securities entitled generally to vote for the election of the surviving
entity's directors; or (d) the sale of all or substantially all of the assets
of AMRESCO or the liquidation or dissolution of AMRESCO.
If you have any questions concerning the subject matter of this letter, please
call.
Sincerely,
/s/ XXXXXX X. XXXX, XX.
Xxxxxx X. Xxxx, Xx.
Xxxxxxxx and Chief Executive Officer
LKB:dac
