1
EXHIBIT 10.19
TYLER CORPORATION
2800 W. MOCKINGBIRD LANE
DALLAS, TEXAS 75235
December 9, 1998
Mr. C.A. Rundell, Jr.
4400 Belfort Place
Dallas, Texas 75205
Dear C.A.:
This letter amends and supersedes that letter agreement dated October 8, 1997
between Tyler Corporation ("Tyler") and you.
You will resign as President and Chief Executive Officer of Tyler as of
December 9, 1998. You will serve as an employee director and member of the
Executive Committee until June 30, 2000.
Primary Duties and Compensation
1. Primary Duties. Your primary duties will consist of serving as
Chairman and as an employee of FCAP and will consist of the development and
implementation of a strategy to maximize the shareholder value of Forest City
Auto Parts ("FCAP") through the sale or liquidation of all or substantially all
of FCAP (or such other means as the Tyler Board of Directors may pursue), upon
terms to be approved by the Tyler Board of Directors.
2. Salary. In consideration for your service and efforts in the sale of
FCAP, your total cash compensation will be $315,000, which will be payable at a
rate of $17,500 per month beginning January 1, 1999. Any remaining portion of
the $315,000 due to be paid to you for your service described above will be
paid to you in full upon the closing of a sale of all or substantially all of
FCAP. You will continue to be paid at your current rate through December 31,
1998.
3. Non-Accountable Expense Allowance. In addition to the salary
described above, you will be entitled to a non-accountable expense allowance of
$36,000, which will be payable at a rate of $2,000 per month. Any remaining
portion of the $36,000 due to be paid to you for your service described above
will be paid to you in full upon the closing of a sale of all or substantially
all of FCAP.
4. Stock Grant. As additional compensation for your service and efforts
in the sale of FCAP, the unvested 75,000 shares of restricted Tyler common
stock originally granted to you under the October 8, 1997 letter agreement will
vest on the following schedule:
April 8, 1999 25,000
October 8, 1999 25,000
April 8, 2000 25,000
except that all of such shares will vest immediately upon the closing of a sale
of all or substantially all of FCAP.
5. Office Location and Support. To assist you in your efforts to
maximize shareholder value of FCAP, you will use such assistants and support as
mutually agreed. You and your assistants will work out of the office located at
2121 San Jacinto Street, Suite 2900, Dallas, Texas 75201. Tyler will continue
to pay your office assistant, Pat Dugan, at her current rate through December
31, 1998.
6. Miscellaneous. Your perks will consist of a transfer to you of the
Tyler computer equipment currently used by yourself and your secretary. In
addition, Tyler will transfer the Petroleum Club Membership to you.
Additional Tyler Duties and Compensation
1. Additional Tyler Duties. In addition to your primary duties as
Chairman and an employee of FCAP, you will be available at Tyler's request on
a mutually satisfactory schedule for up to forty (40) hours per month until
January 1, 2002 at no additional compensation while being compensated by FCAP.
Any time requested by Tyler resulting in hours worked in excess of forty (40)
hours per month shall be paid at a rate of $200 per hour. Any such service will
be performed at 2800 W. Mockingbird Lane, Dallas, Texas 75235 or at such other
location as mutually agreed.
2. Additional Compensation. Should your salary be prepaid as described
upon the sale of FCAP, you will remain an employee of Tyler at a salary equal
to $1,250 per month until January 1, 2002.
Stock Options
For this additional service, your current outstanding and unvested stock
options will vest according to the original schedule modified as follows:
1. Incentive Stock Options. Of the original 132,199 Incentive Stock
Options previously granted to you, 23,727 are vested and exercisable. Of the
remaining 108,472, 27,118 will vest and be exercisable on each of January 1,
1999, January 1, 2000, January 1, 2001, and January 1, 2002.
2. Non-Qualified Stock Options. Of the original 217,801 Non-Qualified
Stock Options previously granted to you, 87,121 are vested and exercisable. Of
the remaining 130,680, 43,560 will vest and be exercisable on October 8, 1999
and 87,120 will vest and be exercisable on June 30, 2002.
If the foregoing reflects your understanding of the agreement, please sign
below where indicated.
Yours very truly,
/s/ LOUIS A. WATERS
-------------------------------
Louis A. Waters
Chairman of the Board
Mr. C.A. Rundell, Jr.
December 9, 1998
Agreed and Accepted:
-------------------------------
/s/ C. A. RUNDELL, JR.
-------------------------------
C. A. Rundell, Jr.
cc: Tyler Board of Directors
2