EXHIBIT 10.17
Xxxxx Dead, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
As of October 15, 2003
Xx. Xxxxxxx X. Xxxx III
0000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Mr. Xxxxx Xxxx
0000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Gentlemen:
This letter confirms our agreement regarding Xxxxx Xxxx'x joining the
Board of Directors of Xxxxx Dead, Inc. (the "Company"), and in connection
therewith, the transfer by Xxxxxxx X. Xxxx III to Mr. Read of 6,000 shares of
Common Stock of the Company in consideration of the amount of $6.00 and the
transfer by Xxxxx Xxxx to Mr. Read of 30,000 shares of Common Stock of the
Company in consideration of the amount of $30.00.
We have agreed as follows:
3. Effective as of the date hereof, Mr. Read has become a director of
the Company and a member of the Compensation Committee of the Board
of Directors of the Company (the "Board"), pursuant to the actions
of the Board by Unanimous Written Consent dated as of the date
hereof.
4. Xx. Xxxx has agreed to sell to Mr. Read 6,000 shares of Common Stock
for the aggregate consideration of $6.00, the same price Xx. Xxxx
paid the Company for the original issuance of such shares to him in
December 2002 (prior to a stock split and recapitalization in
February 2003). The Company hereby consents to his transfer of the
shares to Mr. Read. Xx. Xxxx will promptly deliver to the Company
his original stock certificate No. 4 representing the 114,000 shares
of Common Stock initially issued to him, together with a stock power
or an endorsement of the reverse side of such stock certificate
authorizing the transfer of 6,000 shares to Mr. Read. The Company
will promptly issue replacement certificates for Mr. Read and Xx.
Xxxx for 6,000 shares and 108,000 shares, respectively, containing
the appropriate restrictive legends previously appearing on
Certificate No. 4.
5. Xx. Xxxx has agreed to sell to Mr. Read 30,000 shares of Common
Stock for the aggregate consideration of $30.00, the same price Xx.
Xxxx paid the Company for the original issuance of such shares to
her in December 2002 (prior to a stock split and recapitalization in
February 2003). The Company hereby consents to her transfer of the
shares to Mr. Read. Xx. Xxxx will promptly deliver to the Company
her original stock certificate No. 5 representing the 30,000 shares
of Common Stock initially issued to her, together with a stock power
or an endorsement of the reverse side of such stock certificate
authorizing the transfer of 30,000 shares to Mr. Read. The Company
will promptly issue a replacement certificate for Mr. Read for
30,000 shares and containing the appropriate restrictive legends
previously appearing on Certificate No. 5.
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6. Mr. Read agrees that his ownership of the shares purchased from Xx.
Xxxx and Xx. Xxxx, and the Company's ability to repurchase such
shares, will be subject to the Agreement regarding Board
Directorship dated as of the date hereof between the Company and Mr.
Read.
7. The Company and Xx. Xxxx agree that the Agreement regarding Board
Directorship dated as of December 1, 2002 between the Company and
Xx. Xxxx is hereby amended to provide that the "Shares" referred to
therein now means the 108,000 shares of Common Stock currently owned
by Xx. Xxxx, rather than the 114,000 shares originally issued to him
by the Company. Except as otherwise provided herein, such Agreement
remains in full force and effect.
8. The Company and Xx. Xxxx agree that the Agreement regarding Board
Directorship dated as of December 1, 2002 between the Company and
Xx. Xxxx is hereby terminated, and that her rights and obligations
relating to shares of Common Stock of the Company still owned by her
continue to be governed by the Production Services Producers
Agreement dated December 1, 2002 between the Company and Xx. Xxxx.
If the following accurately reflects our agreement, please sign below
where indicated and return a copy to us at your earliest convenience.
Very truly yours,
Xxxxx Dead, INC.
/S/ XXXXX X. XXXXXXX
--------------------
(Xxxxx X. Xxxxxxx)
President and Chief Executive Officer
ACCEPTED AND AGREED:
/S/ XXXXXXX X. XXXX III
-----------------------
(Xxxxxxx X. Xxxx III)
/S/ XXXXX XXXX
--------------
(Xxxxx Xxxx)
/S/ XXXXX XXXX
--------------
(Xxxxx Xxxx)
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