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Exhibit 10.19
[Young & Rubicam Inc. Letterhead]
October 16, 1997
Xx. Xxxxxxx X. Xxxxx
00 Xxxx 00xx Xxxxxx
Apartment 00X
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxx:
Your employment agreement, dated June 28, 1996, provided that if prior to August
1, 1998, the Company were to complete a significant recapitalization, the
Company would grant to you the right to purchase a number of equity units of
the recapitalized company such that the difference between the book value per
unit of the recapitalized company as then proposed and the estimated initial
public offering price per unit used internally in connection with such
recapitalization would be $1.5 million. In furtherance of that obligation, the
Company awarded to you shares of stock ("restricted stock") and options to buy
common stock. Both the restricted stock and the options have future vesting
provisions.
The purpose of this letter is to confirm that, if you should die while in the
employ of the Company prior to the completion of an initial public offering of
the Company's common stock and the difference between the exercise price of
your vested options and their value at the time of your death is less than $1.5
million, the Company will treat as vested such additional options and/or shares
of restricted stock to the extent necessary to make such difference $1.5
million.
Very truly yours,
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Vice Chairman, Managing Director
