Kxxxxxx X. Xxxx is no longer employed as Chief Financial Officer or another officer having higher authority and responsibility for the management of NexCen Brands, and a replacement acceptable to Agent (which acceptance will not be unreasonably withheld) has not been named within sixty (60) days of the effective or constructive date of the cessation of his activities as Chief Financial Officer (such 60-day period does not re-start if proposed replacement is not acceptable to the Agent);
Kxxxxxx X. Xxxxxxxxx ------------------------------------- Kxxxxxx X. Xxxxxxxxx President and Chief Executive Officer AJW PARTNERS, LLC By: SMS Group, LLC /s/ Cxxxx X. Xxxxxxxx ------------------------------------- Cxxxx X. Xxxxxxxx Manager AJW OFFSHORE, LTD. By: First Street Manager II, LLC /s/ Corety S. Xxxxxxxx ------------------------------------- Cxxxx X. Xxxxxxxx Manager AJW QUALIFIED, LLC By: AJW Manager, LLC /s/ Cxxxx X. Xxxxxxxx ------------------------------------- Cxxxx X. Xxxxxxxx Manager
Kxxxxxx X. Xxxx Retirement Agreement
Kxxxxxx X. Xxxxxxx has been Chairman of the Board and a Director of Prime since October 1989 and was recently elected a Director of Litho following Prime's acquisition of all of Lxxxx's stock. Mx. Xxxxxxx also has served in various capacities with American Physicians Service Group, Inc. ("APS") since February 1985, and is currently Chairman of the Board and Chief Executive Officer of APS.
Kxxxxxx X. A. and which will be released and paid to the Holders at the time that the Purchase Agreement is fully executed by the Agreement Parties. An additional payment of $20,000 will be made by Andrxxx xx such Holders at the time that certain United States Securities and Exchange Commission periodic and annual reports have been prepared and filed with respect to Cambridge. The balance of the Share Consideration will be paid by utilization of a promissory note which is Schedule I to the Purchase Agreement and which shall have the terms and conditions set forth in the Purchase Agreement and Schedule I thereto. One of the purposes of the acquisition of the Cambridge Shares by Andrxxx xx to obtain voting control of Cambridge by virtue of such acquisition and the delivery by the Holders of good and valid proxies constituting, when taken with the Cambridge Shares, 51% or more of voting control of Cambridge. The attainment of this position by Andrxxx xxxh respect to Cambridge is believed by Mustxxx xxx Andrxxx xx better facilitate an anticipated business combination between a Whitehall Entity or Whitehall Entities and Cambridge, thereby permitting such Whitehall Entity or Whitehall Entities to, in effect, become publicly held. In that regard, it is anticipated that subsequent to a business combination between a Whitehall Entity or Whitehall Entities and Cambridge, Cambridge will change its name to a name determined by Andrxxx xx consultation with Mustxxx, xxll become a domestic Florida corporation and will take the necessary steps to cause the outstanding common stock of Cambridge to be listed in accordance with the NASDAQ OTC Bulletin Board. Cambridge will continue the business presently conducted by the Whitehall Entity or the Whitehall Entities. Mustxxx xxx Andrxxx xxxnowledge that as of the date of this Agreement and at times subsequent to the date of this Agreement Andrxxx xxx advanced and will advance substantial sums in order to defray the various transactional costs attendant to the preparation of the Purchase Agreement, the consummation of the transactions called for by the Purchase Agreement and the intended business combination of a Whitehall Entity or Whitehall Entities with Cambridge, as well as the conduct of a limited and private offering of the equity securities of Andrxxx xxx/or Cambridge, which expenditures presently are in the amount of $5,000 but which are expected to reach the amount of approximately $25,000 through the preparation of the necessary ...
Kxxxxxx X. Xxxxxxx has been Chairman of the Board and a Director of Prime since October 1989 and was elected a Director of the General Partner following Prime's acquisition of all of the General Partner's stock. Mx. Xxxxxxx also has served in various capacities with American Physicians Service Group, Inc. ("APS") since February 1985, and is currently Chairman of the Board and Chief Executive Officer of APS. Cxxxxx Xxxxxxxx is a Vice President and Director of the General Partner and has been Chief Financial Officer, Vice President-Finance and Secretary of Prime since October 1989. Mx. Xxxxxxxx was Controller of Fxxxxxxxx Aircraft Corporation from August 1988 to October 1989. From 1985 to 1988, Mx. Xxxxxxxx served as the Chief Financial Officer of APS Systems, Inc., a wholly-owned subsidiary of APS. Sxxx Xxxxxxx is a Vice President of the General Partner and has been President of Sun Medical Technologies, Inc. ("Sun") (an affiliate of the General Partner) since November 1995. Mx. Xxxxxxx was the Chief Financial Officer of Sun from 1990 to 1995. Mx. Xxxxxxx was also recently appointed a Group Vice President of Prime. Dxxxx Xxxx, M.D. is a Vice President of the General Partner. Dx. Xxxx received his medical degree in 1984. Dx. Xxxx developed and operated various outpatient centers throughout the United States from 1986 to 1995 and was recently appointed a Group Vice President of Prime.
Kxxxxxx X. Xxxxxxx has been Chairman of the Board and a Director of Prime since October 1989 and was elected a Director of Sun Medical following Prime's acquisition of all of Sun Medical's stock. Mx. Xxxxxxx also has served in various capacities with American Physicians Service Group, Inc. ("APS") since February 1985, and is currently Chairman of the Board and Chief Executive Officer of APS. Jxxxxx Xxxxxxx, M.D. has been President and Chief Executive Officer of Prime since April 1996, and previously practiced urology in Washington, North Carolina. Dx. Xxxxxxx was recently elected to Sun Medical's Board of Directors. Dx. Xxxxxxx is a board certified urologist and is a founding member, past-president and currently a Director of the American Lithotripsy Society. Cxxxxx Xxxxxxxx is Vice President-Finance, Chief Financial Officer and Director of Sun Medical and has been Chief Financial Officer, Vice President-Finance and Secretary of Prime since October 1989. Mx. Xxxxxxxx was Controller of Fxxxxxxxx Aircraft Corporation from August 1988 to October 1989. From 1985 to 1988, Mx. Xxxxxxxx served as the Chief Financial Officer of APS Systems, Inc., a wholly-owned subsidiary of APS. Jxxxx X. Xxxxx recently became Secretary of Sun Medical after previously serving as its Assistant Treasurer. Mx. Xxxxx has served as Tax Manager of Prime since January 1998 and is a Certified Public Accountant in Texas. Prior to joining Prime, Mx. Xxxxx was Controller for ERISA Administrative Services, Inc. COMPENSATION AND REIMBURSEMENT TO THE GENERAL PARTNER AND ITS AFFILIATES The following summary describes the types and, where determinable, the estimated amounts of reimbursements, compensation and other benefits the General Partner and its Affiliates will receive in connection with the continued operation and management of the Partnership and the Lithotripsy System. None of such fees, compensation and other benefits has been determined at arm's length. Except for the items set forth below, the General Partner does not expect to receive any distribution, fee, compensation or other remuneration from the Partnership. See "Business Activities - Management" and "Plan of Distribution."
Kxxxxxx X. Xxxxx, Xx. For services as interim CEO of the Company and as CEO of APS, the Company shall pay Mx. Xxxxx a salary of $180,000 per year, which shall continue after Mx. Xxxxx is replaced as CEO of the Company. In addition, APS shall pay Mx. Xxxxx compensation equal to the lesser of $120,000 or the net annual cash provided by the operations of APS and MFR. If the Company's Exchange Act reports show $2.5 million in net income for any period of four consecutive quarters, then commencing on the first day of the fifth quarter, Mx. Xxxxx shall receive the compensation stipulated in his Executive Employment Agreement.
Kxxxxxx X. Xxxxxxx has been Chairman of the Board and a Director of Prime since October 1989 and was recently elected a Director of the Management Agent following Prime's acquisition of all of the Management Agent's stock. Mx. Xxxxxxx also has served in various capacities with American Physicians Service Group, Inc. ("APS") since February 1985, and is currently Chairman of the Board and Chief Executive Officer of APS.
Kxxxxxx X. Xxxxxxx is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mx. Xxxxxxx has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Gxxxxxx Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia. He received an undergraduate degree from Gxxxxxx College in Toronto and an MA in international relations from Sussex University in the United Kingdom. He earned an MBA at the European Institute of Business Administration and received a Doctorate with honors and high distinction from l’Institut d’etudes politiques, Paris.
