1
EXHIBIT 10.21
EMPLOYMENT AGREEMENT
with
XXXXX X. XXXXXXXXX
Offer for Xxxxx X. Xxxxxxxxx, 0000 Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxx 00000, to
become the Chief Executive Officer of Tyler Corporation is outlined below:
1. Salary - $16,667 per month for the first thirty months and then an
automatic increase to $25,000 per month. You will also receive 125,000
shares of Tyler common stock. These shares will be returned pro rata
if you leave the Company within two and one-half years from date of
employment. In the event there is a change of control prior to April
1999, the requirement for returning these shares will be released.
2. Bonus - To be based on $300,000 salary depending on agreed upon goals.
Our standard bonus program, which you have read, calls for RONA levels
for bonus percentages, but performance to plan or other goals could be
considered. A discretionary bonus of up to 50% of $300,000 will be
considered for the first part year ending December 31, 1997.
3. Investment - You would invest $750,000 in the common stock of Tyler in
the open market, but Tyler would issue new stock to sell to you if the
price ran up so that your average price would not exceed $2.00 per
share.
4. Option - You will receive an option for 495,000 shares at the price on
the day you become an employee. Another option for the amount of
shares necessary to bring your total share market value to $1 million
would be granted subject to approval at the stockholders' meeting of
new shares for the option program. Should the stockholders not approve
the new shares, the second option would become a non-incentive option.
5. Location - There is no need for you to move to Dallas. We would
provide six to twelve months temporary living quarters in Dallas while
you decide where to locate the headquarters. During this period, the
company will support an office with one employee (your assistant) in
Houston.
2
Employment Agreement
March 28, 1997
Page two
6. Position - At the board meeting following the stockholders' meeting on
April 28, 1997, I will recommend that you be elected President and
Chief Executive Officer and also be elected to the board. I would
serve as Chairman of the Board and would agree to spend one day per
week or the equivalent with the Company.
7. Perks - Normal for job including car allowance of $700 per month,
insurance, annual physical, reasonable expenses, etc. This will
include expenses associated with Worldwide Presidents Organization.
8. Severance - If during the first three years of your employment you are
terminated by Tyler for any reason other than fraud, theft, gross
negligence, or personal malfeasance, you will receive a cash severance
payment of $300,000 in release of all your claims against the Company.
After three years, if you were to be terminated as a result of a change
in control, you would receive a cash severance of one year's base
salary at that time, also in release of all your claims against the
Company.
9. Start Date - March 28, 1997
AGREED AND ACCEPTED:
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------
Xxxxx X. Xxxxxxxxx
Date: March 28, 1997
