DEFERRED COMPENSATION AGREEMENT
AGREEMENT made and entered into as of this 22nd day of November, 1999,
between Urban Cool Network, Inc., a Delaware corporation (the "Corporation")
having an address at 0000 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000 and Xxxxx X. Xxxxx,
III (the "Executive"), residing at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx
00000.
W I T N E S S E T H:
WHEREAS, Executive is presently employed by the Corporation; and
WHEREAS, the Corporation has accrued the Executive's salary for the period
commencing January 1, 1999 through September 30, 1999.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:
1. Term of Employment. The Corporation agrees to pay to Executive the
Executive's accrued salary from January 1, 1999 through September 30, 1999
in the amount of $131,250 upon the consummation of an initial public
offering of the Corporation's securities which results in gross proceeds
of at least $10,000,000.
2. Effect of Waiver. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.
3. Notices. Any notice permitted, required, or given hereunder shall be in
writing and shall be personally delivered; or delivered by any prepaid
overnight courier delivery service then in
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general use; or mailed, registered or certified mail, return receipt
requested, to the addresses designated herein or at such other address as
may be designated by notice given hereunder:
If to: Xxxxx X. Xxxxx, III
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
If to: Urban Cool Network, Inc.
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
With a copy to: Xxxxxx X. Xxxxx, Esq.
Xxxxxxxxx, Xxxxxxx & Xxxxxxx, P.C.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Delivery shall be deemed made when actually delivered, or if mailed, three
days after delivery to a United States Post Office.
4. Assignment. Executive shall not be entitled to assign his rights, duties
or obligations under this Agreement.
5. Amendments. The terms and provisions of this Agreement may be amended or
modified only by a written instrument executed by the party to be charged
by such amendment or modification.
6. Governing Law. The terms and provisions herein contained and all the
disputes or claims relating to this Agreement shall be governed by,
interpreted and construed in accordance with the internal laws of the
State of Texas, without reference to its conflict of laws principles.
7. Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this
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Agreement.
8. Merger and Severability. This Agreement shall constitute the entire
Agreement between the Corporation and Executive with respect to the
subject matter hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.
9. Counterparts; Facsimile. This Agreement may be executed by facsimile and
in two (2) or more counterparts, each of which shall be deemed an original
and all of which together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures the
day and year first above written.
URBAN COOL NETWORK, INC.
By:
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Name:
Title:
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Xxxxx X. Xxxxx, III
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