EXHIBIT 10.14
December 30, 1997
Xx. Xxxxxx X. Xxxxxxxxxxx
Chief Executive Officer
Snowdance, Inc.
Xxxxx 00
Xxxxxxxxxxx, Xxxxxxx 00000
Dear Xxxxx:
This letter agreement (the 'Agreement') will confirm the understanding between
Snowdance, Inc. (the 'Company') and Tallwood Associates, Inc. ('Tallwood'),
pursuant to which the Company has retained Tallwood on a nonexclusive as its
consultant and financial advisor, on the terms and subject to the conditions set
forth herein, to assist the Company in real estate finance and development.
Tallwood's two principals are Xxxxxxx X. Xxxxx and Xxxx X. Xxxx.
In particular, with respect to the Company's real estate operations Tallwood
will, at the request of the Company, (i) review the general operations including
any business plans; (ii) evaluate personnel; (iii) analyze historical financial
statements; (iv) review projections prepared by the Company; (v) assist in
structuring, negotiating and reviewing any financing and development proposals;
and (vi) advise the Company with respect to financing and development
alternatives.
The Company hereby retains Tallwood for a one year period commencing January 1,
1998 (the 'Retention Period') to perform the above services.
In consideration of the services previously performed by Tallwood prior to the
date hereof and to be performed by Tallwood pursuant to this Agreement, the
Company will pay Tallwood:
A) Options (the 'Options') exercisable into 40,000 shares of common stock
of the Company at $5 per share price at any time during a period of four
years,
commencing one year after the closing of the Company's initial
public offering (the 'IPO'). Further, the Options cannot be transferred
or sold by the principals of Tallwood, other than to family members, or
a trust for the benefit of family members, who agree to such
restrictions of exercise, prior to the first anniversary of the closing
of the IPO. The Options are due and payable upon execution of this
agreement. The Options to acquire 40,000 shares are deemed earned upon
execution of this agreement based on work performed to date although
this agreement contemplates continuing for one year. The Options to
acquire 40,000 shares assumes 1,207,500 shares are owned by Xxxxx and
Xxxxxx Xxxxxxxxxxx immediately prior to the IPO and that standard
anti-dilution provisions would apply prior to the closing of the IPO.
The anti-dilution provisions on the Options will not apply, assuming the
capitalization prior to the closing of the IPO described above, to
shares issued pursuant to the IPO and any shares issued to Skyline
Partners, L.P. pursuant to the acquisition of Hogback Mountain. After
the closing of the IPO and the issuance of shares to Skyline Partners,
L.P. pursuant to the acquisition of Hogback Mountain, standard
anti-dilution provisions will apply with regard to any stock dividend,
stock distribution or combination or subdivision of the Company's common
stock.
In addition, after approval by the Company, the Company will reimburse Tallwood,
upon demand, for all reasonable out-of-pocket expenses (including fees and
disbursements of Tallwood's counsel, if any) incurred in connection with this
engagement which obligation shall survive the expiration of this Agreement.
The Company agrees to provide Tallwood with such financial and other information
concerning the Company that Tallwood may request from time to time in connection
with the services to be performed hereunder. The Company hereby represents and
warrants that all information provided to Tallwood by the Company hereunder and
containing facts prepared by the Company about the Company will be accurate and
complete in all material respects. In rendering its services, Tallwood will be
relying, without independent verification, on the accuracy and completeness of
all financial and other information that is and will be publicly available or
furnished to us by the Company.
The Company agrees to indemnify Tallwood in accordance with the terms contained
in the indemnification letter attached hereto. The foregoing indemnity shall
survive the expiration of this Agreement.
Tallwood acknowledges that certain of the information concerning the Company
furnished by the Company to Tallwood may contain material, non-public
information and accordingly, is confidential and Tallwood will maintain the
confidentiality of all such information and not use the information for any
purpose other than assist the Company as contemplated hereunder. Such
information shall not be deemed to be confidential to the extent it is already
known to Tallwood
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from a source other than the Company, or becomes publicly
available from a source other than Tallwood. Tallwood may disclose such
information if it is required to do so by law or required to do so by any
governmental body or agency.
This Agreement and the indemnification letter incorporate the entire
understanding of the parties with respect to the subject matter of this
Agreement and supersede all previous agreements should they exist and shall be
governed by the construed in accordance with the laws of the State of New York
without regard to principles of conflicts of law.
This Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which shall constitute the same instrument.
This Agreement has been and is made solely for the benefit of the Company and
Tallwood and of the persons, agents, employees, officers, directors and
controlling persons referred to in the indemnification letter between us, and
their respective successors and permitted assigns and heirs, and no other person
shall acquire or have any right under or by virtur of this Agreement.
Please confirm that the foregoing is in accordance with your understanding by
signing and returning to us the duplicates of this agreement and the
indemnification letter attached hereto, which shall thereupon constitute
binding agreements.
Very truly yours,
TALLWOOD ASSOCIATED, INC.
By:
.......................
Name: Xxxx X. Xxxx
Title: Managing Director
Accepted and agreed
as of the first date written above:
SNOWDANCE, INC.
By: ...............................
Name: Xxxxxx X. Xxxxxxxxxxx
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