EXHIBIT 10.9(a)
XXXXXXX XXXXXX & ASSOCIATES, INC
000 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
Xx. Xxx X. X. Xxxxxx
October 9, 1997
Page 1
October 9, 1997
Xx. Xxx X. X. Xxxxxx
000 Xxxx 00xx Xxxxxx
Apartment 15D
Xxx Xxxx, Xxx Xxxx 00000
Dear Ian:
As you know, VS&A Communications Partners II, L.P. ("VS&A") has
acquired an indirect controlling interest (through VS&A-T/SF, L.L.C., a Delaware
limited liability company ("Parent LLC")) in T/SF Communications Corporation
("T/SF"), as provided for in the stock purchase agreement dated August 15, 1997
(the "Stock Purchase Agreement") among T/SF, VS&A-T/SF, Inc. and VS&A.
This will confirm our agreement that you shall continue to be employed
by Veronis, Suhler & Associates Inc. ("Veronis, Suhler") on the terms provided
for in the form of employment agreement attached as Exhibit A, but that those
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services shall be considered to be performed on behalf of Veronis, Suhler and
you shall continue to be an employee of Veronis, Suhler until your obtaining an
appropriate visa that permits you to be employed by T/SF, at which point, you
shall execute and deliver an employment agreement with T/SF in substantially the
form attached as Exhibit A, and your employment by Veronis, Suhler shall then
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terminate.
This will also confirm that, within ninety days after the closing of
the tender offer, you will personally contribute (or arrange for one or more
trusts or other entities controlled by you to contribute) an aggregate of
$750,000 to the capital of Parent LLC and shall receive for that contribution
equity interests in that entity that bear the same relation to the equity
interests held by VS&A as the capital contributions by VS&A bear to the
aggregate contributions by you (or those trusts or other entities) and VS&A.
If VS&A shall contribute additional amounts to the capital of Parent LLC or T/SF
or its subsidiaries following the closing of the tender offer, you shall have
the right to maintain your proportionate interest in the entities by
contributing additional amounts on a
Xx. Xxx X. X. Xxxxxx
October 9, 1997
Page 2
pro rata basis but you shall have no obligation to do so. Upon making your
contribution to Parent LLC you shall execute and deliver a counterpart of the
limited liability company agreement then in effect among the members of the LLC.
Copies of all relevant agreements will be sent to you.
This agreement shall terminate upon the termination of the Stock
Purchase Agreement in accordance with its terms.
If the foregoing accurately reflects our agreement, please so indicate
by signing and returning to us a copy of this agreement.
Very truly yours,
XXXXXXX XXXXXX & ASSOCIATES, INC.
By:_________________________________
VS&A COMMUNICATIONS PARTNERS
II, L.P.
By: VS&A Equities II, L.P.,
its general partner
By:_________________________________
ACCEPTED AND AGREED:
_________________________________
Ian X. X. Xxxxxx
