EXHIBIT 99.1
EXTENSION AGREEMENT
Agreement dated as of November 15, 2006 between Xxxxxx Xxxxxxx ("Xxxxxxx") and
Salton, Inc. ("Salton").
Whereas:
A. Salton and Xxxxxxx are parties to an agreement dated May 28, 2003
("the Service Agreement") requiring Xxxxxxx to perform services for
Salton through November 30, 2006 in order to promote certain products
of Salton as a spokesperson, a participant in private and public
meetings and conferences and to make personal appearances on TV and
act and participate in TV infomercials; and
X. Xxxxxx desires to continue to have the benefit of Xxxxxxx'x services
under the Service Agreement for an additional period of time.
Therefore, Xxxxxxx and Salton agree to continue the existing Service
Agreement with the following amendments:
1. Term. The term of the Service Agreement shall be extended continue up
to and including December 31, 2007 (the "Additional Term").
2. Fees for Services.
2.1 For all of the services described in Section 3 during the
Additional Term,, Xxxxxxx shall be paid the sum of two million dollars
($2,000,000) allocated as follows for the services rendered by
Xxxxxxx:
Promotional Appearances including news and information
talk interviews on TV programs $1,600,000
Attendance at business meetings, conferences, shows
and meetings retailer clients 300,000
Participation in Infomercials and other TV commercials 100,000
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$2,000,000
2.2 The amounts owed to Xxxxxxx shall be paid, at the option of
Salton, in either of the following ways:
a) in 12 equal monthly installments of $166,666.67 each commencing
January 1, 2007 through December 1, 2007; or
b) in four equal quarterly installments of $500,000.00 each commencing
with the calendar quarter beginning January 1, 2007.
All payments shall be made on the first day of the applicable month or
quarter, with the exception of the first payment, which shall be due
within ten business days of the execution of this Agreement by
Xxxxxxx.
3. Non Disparagement. Xxxxxxx shall refrain from commenting or taking
actions which might reasonably be determined to be derogatory to
Salton.
4. Independent Agent. Xxxxxxx agrees that he is acting as an independent
agent under this Agreement and not as an employee or agent of Salton
This Agreement does not constitute, nor shall it be construed as
constituting, a partnership or joint venture between Xxxxxxx and
Salton. Neither party shall have any right to obligate or bind the
other party in any manner whatsoever and nothing contained herein
shall, nor be construed as intending to, give any rights of any kind
to any third party.
5. Indemnification/Insurance.
5.1 Salton. Salton shall indemnify, defend and hold harmless Xxxxxxx
from and against any and all damages, claims, actions, cost,
recoveries, judgments, penalties and expenses of any kind whatsoever,
including reasonable legal fees and out of pocket expenses and court
costs and arbitration expenses (collectively "Loss") which may result
or may be incurred, imposed upon or suffered by Xxxxxxx, whether in
defending a claim, lawsuit or other proceedings, arising from or
relating to claims of product liability and/or Xxxxxxx'x services
performed in accordance with this Agreement or the products of Salton,
or arising out of any breach by Salton of its agreements, warranties
or representations under this Agreement.
5.2 Xxxxxxx. Xxxxxxx agrees to pay taxes and any other amount owed to
any third parties arising out of his receipt of payments to him under
this Agreement. Xxxxxxx agrees to indemnify and hold harmless Salton
from and against any Loss arising out of any breach by Xxxxxxx of his
agreements, warranties and representations under this Agreement.
5.3 Insurance. Salton agrees to obtain, at its own expense (i) general
liability and product liability insurance insuring Xxxxxxx as a named
insured against Loss arising out of the manufacture, advertising, sale
and use of the Product, which insurance may be a combined single-limit
policy in an amount not less than five million dollars ($5,000,000.00)
and which shall include product liability and general liability
insurance; and (ii) all other insurance, as required by applicable law
and as reasonably necessary in connection with the manufacture, sale
and use of the Product. Within 15 business days next following
Xxxxxxx'x execution and delivery of this Agreement, Salton shall cause
to be delivered to Xxxxxxx a certificate from the insurer or insurers,
or agents for such insurer or insurers evidencing the insurance
required under this Section 5.3 and, during the Term, Salton shall
cause to be delivered to Xxxxxxx additional certificates evidencing
the insurance required by this Section 5.3 at least 10 business days
prior to the expiration of any then current insurance covered by any
existing certificate naming Xxxxxxx as an insured.
6. Representation and Warranties. Each party hereto respectively
warrants, represents, and covenants and agrees with the other party
that it has the right, power, ability and authority to enter into this
Agreement and to perform its obligations hereunder and there is no
oral or written contract with any third party that prevents such party
from performing its obligations under this Agreement.
7. Miscellaneous.
7.1 Section 2.3 and Exhibit A of the Service Agreement giving Salton
the option to pay Xxxxxxx in Salton common stock instead of cash is
eliminated.
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7.2 Except as expressly amended by this Amendment, the Service
Agreement remains in full force and effect.
Salton, Inc.
By:
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Xxxx Xxxxxxxx Xxxxxx Xxxxxxx
Chief Executive Officer
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