Amendment to Key Executive Employment Protection Agreement

 

Exhibit 10.19

Amendment to
Key Executive Employment Protection Agreement

     This amendment (this “Amendment”) to the Key Executive Employment Protection Agreement (the“Agreement”) between Landstar System, Inc., a Delaware corporation (the “Company”), and Ronald G.Stanley (the “Executive”), dated January 30, 1998, is entered into as of August 7, 2002.

     WHEREAS, the parties to the Agreement desire to amend the Agreement in certain respects.

     NOW THEREFORE, the Agreement is hereby amended as follows:

     1. Section 2(a)(ii) of the Agreement is hereby deleted in its entirety and a new Section2(a)(ii) shall be added to read as follows:

(ii) the Shareholders of the Company approve a definitive agreement (a“Definitive Agreement”) (a) for the merger or other business combinationof the Company with or into another corporation, a majority of thedirectors of which were not directors of the Company immediately prior tothe merger and in which the shareholders of the Company immediately priorto the effective date of such merger directly or indirectly own less than50% of the voting power in such corporation or (b) for the sale or otherdisposition of all or substantially all of the assets of the Company, andthe transactions contemplated by such Definitive Agreement are, in eithercase, consummated;

     2. The first sentence of Section 3(a) of the Agreement is hereby deleted in its entirety and anew first sentence of such Section 3(a) shall be added to read as follows:

If (x) on or before the second anniversary of the Change in Control Date(i) the Company terminates the Executive’s employment for any reason otherthan for Cause or Disability or (ii) the Executive voluntarily terminateshis employment for Good Reason or (y) the Executive voluntarily terminateshis employment for any reason at any time within the 60-day periodbeginning on the 181st day following the Change in Control Dateor (z) if the Executive’s employment is terminated by the Company for anyreason other than death, Disability or Cause or by the Executive for GoodReason, after the execution of a Definitive Agreement but prior to the consummation thereof and the transaction contemplated by suchDefinitive Agreement are consummated, then the Company shall pay to theExecutive the following amounts:

     3. Section 3(a)(ii)(B) of the Agreement is hereby deleted in its entirety and a new Section3(a)(ii)(B) shall be added, to read as follows:

  (B)   the amount that would have been payable tothe Executive as a bonus for the year in which the Change of Controloccurs, determined by multiplying the Executive’s annual Base Salaryby his Participant’s Percentage Participation (“PPP”) established forsuch year under the Company’s Executive Incentive Compensation Plan(or any successor plan thereto); and

     4. Except as set forth above, the Agreement shall remain in full force and effect in allrespects.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the7th day of August, 2002.

         
  LANDSTAR SYSTEM, INC.
 
 
  By:      
    Jeffrey C. Crowe,   
    Chairman of the Board& Chief Executive Officer   
 

Agreed and Accepted:

     


Ronald G. Stanley

     


Date