EXHIBIT
10.12-A
Loomis, Fargo &
Co.
2500 CityWest Blvd.,
Suite 900
Houston, Texas
77042
August 25,
1999
James B.
Mattly
2500 CityWest
Blvd.
Suite 900
Houston, Texas
77042
Dear Jim:
Reference is made to that certain
Employment Agreement, dated as of November 11, 1991, between James B. Mattly
and LFC Holding Corporation (formerly known as Loomis Holding Corporation) (
“LFC Holdings”), as amended by the resolutions of the board of
directors of the Company dated as of May 2, 1996, and as further amended by
that certain letter agreement between James B. Mattly (“Mattly”)
and the Company dated as of January 22, 1997 (as amended, the
“Employment Agreement”).
Loomis, Fargo & Co. (
“Loomis Fargo”), a Delaware corporation, LFC Holdings and Mattly
desire by this letter agreement to amend certain provisions of the
Employment Agreement as follows:
1. LFC Holdings hereby assigns,
transfers and conveys its rights and obligations under the Employment
Agreement to Loomis Fargo and Loomis Fargo hereby acknowledges its receipt
of the rights and assumes the obligations under the Employment Agreement and
agrees to be bound by the terms and conditions of the Employment Agreement.
The parties hereto agree that Loomis Fargo’s name shall be substituted
where LFC Holdings’ name appears in the Employment Agreement, and for
all purposes under the Employment Agreement, the “Company” shall
hereafter refer to Loomis, Fargo & Co., a Delaware
corporation.
2. Mattly hereby acknowledges and
agrees to LFC Holdings’ transfer and conveyance of its rights and
obligations under the Employment Agreement to Loomis Fargo and each party
hereto agrees that LFC Holdings’ rights and obligations under the
Employment Agreement are hereby terminated and of no further force and
effect and Mattly, on behalf of himself, his heirs, successors, and assigns,
acknowledges and agrees that he has no further rights, interests or claims
against LFC Holdings with respect to the Employment Agreement or otherwise
and hereby releases LFC Holdings, its affiliates, successors and assigns,
from any claim, demand, or cause of action, known or unknown, which he has
or may have against LFC Holdings.
3. The second paragraph of section
2(c)(iii) of the Employment Agreement is hereby amended and restated in its
entirety to read as follows:
“In addition, in the event
that at any time on or prior to December 31, 2000, the Fair Market Value (as
hereinafter defined) of Loomis Fargo Common Stock shall be equal to (U.S.)
$15.00 per share, then the Executive shall be entitled to Options to
purchase an aggregate of 49,962.69 shares of Loomis Fargo Common Stock under
the Unitholders Plan, subject to adjustment in the event of any stock split,
stock dividend, reclassification or other change in the outstanding number
of shares of Loomis Fargo Common Stock (or securities into which the Loomis
Fargo Common Stock shall hereafter be changed). For purposes of this
Agreement, the “Fair Market Value” of Loomis Fargo Common Stock
shall be determined as of any time as follows: (a) if the Loomis Fargo
Common Stock (or securities into which the Loomis Fargo Common Stock shall
hereafter be changed) is then publicly traded on any domestic or foreign
national stock exchange or quoted on an interdealer quotation system, the
closing price per share or last sales price on the date immediately prior to
such determination, or (b) in the event that, pursuant to merger,
consolidation, acquisition, recapitalization, reclassification or otherwise,
the shares of Loomis Fargo Common Stock are reclassified or exchanged for
cash
or other securities (or any combination thereof), the amount of cash or Fair
Market Value of such securities for which each share of Loomis Fargo Common
Stock is so reclassified or exchanged.”
IN WITNESS WHEREOF, the parties
hereto have executed this letter agreement to be effective as of the date
first written above.
|
/S
/ JAMES
K. JENNINGS
, JR
.
|
|
Executive Vice
President and Chief Financial Officer
|
|
/S
/ JAMES
K. JENNINGS
, JR
.
|
|
Executive Vice
President and Chief Financial Officer
|
ACCEPTED AND
AGREED:
/s/
JAMES
B. MATTLY
James B.
Mattly |
RESOLVED, that the undersigned,
being all of the directors of Loomis, Fargo & Co., a Delaware
corporation, and LFC Holding Corporation, a Delaware corporation, hereby
authorize, adopt and consent to the foregoing agreement and authorize James
K. Jennings, Jr. to execute and deliver such agreement on behalf of and in
the name of the corporations, the foregoing agreement.
/s/
JOHN
A. EDWARDSON
John A.
Edwardson |
|
/s/
JAY
I. APPLEBAUM
Jay I.
Applebaum |
|
|
/s/
JAMES
T. CALLIER
, JR
.
James T.
Callier, Jr. |
|
/s/
FREDERICK
B. HEGI
, JR
.
Frederick B.
Hegi, Jr. |
|
|
/s/
JAMES
B. MATTLY
James B.
Mattly |
|
/s/
JOHN
D. O’BRIEN
John D. O
’Brien |
|
|
/s/
TIMOTHY
M. WOOD
Timothy M.
Wood |
|
|
