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EXHIBIT 10.19
January 28, 1999
PERSONAL AND CONFIDENTIAL
Xx. Xxx X. Xxxxxxx
0000 Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxx 00000
Dear Xxx:
I believe we reached agreement on the following points:
1. LAI Worldwide ("the Company") will guarantee your annual compensation at
the rate of $500,000 per year for the next year payable ratably each
month.
2. If you leave the firm (but not before April 30, 1999), we will pay you
three months' severance pay.
3. During your employment, the firm will of course keep you and your
dependants on our group insurance plan covering medical and dental. If you
leave the firm (but not before April 30, 1999), we will continue to keep
you on our group insurance plan (at our cost) for the remainder of the
one-year term of your compensation guarantee.
4. In connection with any change of control of the Company (i.e., merger,
consolidation, sale of stock, sale of assets, change of more than one-half
of the Board of Directors), you will not be required to sign any contract
or agreement related to employment, non-competition, stock ownership or
otherwise, including, without limitation, with respect to any obligation
that you continue employment with any purchaser of the company.
5. If a change of control of the Company or a change in management of the
Company (i.e., change in who holds the title of Chairman, Chief Executive
Officer, President, or Chief Operating Officer of the Company) occurs
prior to April 30, 1999, you shall have the immediate right to terminate
your employment with the
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Xx. Xxx X. Xxxxxxx
January 28, 1998
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Company prior to April 30, 1999 by delivery of notice to the Company, upon
which early termination, we will honor items 2. and 3. of this letter,
even though termination took place prior to April 30, 1999.
6. The other terms you suggested (primarily the right to sell your stock and
the vesting of your options) in your letter to me are solely in the
purview of the Compensation Committee. However, as I said by phone,
everyone's options vest in the event of change of control. We have also
asked Richie to look into an early payout of the deferred compensation
plan for everyone.
I hope this is satisfactory and we can get back to business. If you need a
lawyer to go over and redraft this letter, that is fine as well. Let me know.
See you Monday.
Best regards,
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
RLP/ds
