Exhibit 10.36
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Agreement") is made
and entered into as of the 13th day of April, 2000, by and between Urban Cool
Network, Inc., a Delaware corporation (the "Corporation") having an address at
0000 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000 and Xxxxxx Xxxxxx (the "Executive"), an
individual residing at 0 Xxxx Xxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000.
BACKGROUND
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WHEREAS, the Corporation and the Executive are parties to that certain
Employment Agreement dated as of the 17th day of December, 1999 (the "Employment
Agreement"); and
WHEREAS, the Corporation and the Executive each desire to amend and
supplement the Employment Agreement by way of this Agreement.
AGREEMENT
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NOW THEREFORE, in consideration of the premises and agreements contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows;
1. Amendment to Existing Terms of Employment Agreement
1.1. Amendment to Section 3(a). Section 3(a) of the Employment Agreement
is hereby amended so that the phrase "Seventy Five Thousand Dollars ($75,000)
per year" is hereby stricken and in its place the following phrase inserted:
"One Hundred Twenty-Five Thousand Dollars ($125,000.00) per year."
2. Additional Terms to Employment Agreement
2.1. Compensation for Services Performed Prior to Term. The parties hereby
acknowledge that during the period from January 1, 2000, until the consummation
of an initial public offering of the Corporation's securities (the "Pre-Term
Period"), the Executive has been performing and will continue to perform
services for the Corporation. Accordingly, in order to compensate Executive for
the performance of such services, the Corporation hereby agrees to pay to
Executive, upon the consummation of an initial public offering of the
Corporation's securities, an amount equal to the amount the Executive would have
received as base salary during the Pre-Term Period if the Corporation had
consummated an initial public offering of the Corporation's securities on
January 1, 2000, assuming the Executive's base annual salary at the time of such
consummation was One Hundred Twenty-Five Thousand Dollars ($125,000.00).
2.2. Compensation for Work Previously Performed. Upon the consummation of
an initial public offering of the Corporation's securities, the Corporation
shall pay Executive an amount equal to Twenty-Five Thousand Dollars ($25,000.00)
as consideration for services performed by Executive during the fourth quarter
of the calendar year ended December 31, 1999.
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2.3. Signing Bonus. Upon the consummation of an initial public offering of
the Corporation's securities, the Corporation shall pay Executive an amount
equal to Thirty-Five Thousand Dollars ($35,000.00) as a signing bonus.
2.4. Advisory Board. In addition to other incentive compensation provided
for in the Employment Agreement, the Corporation hereby agrees to compensate the
Executive, as follows
(a) Fifteen thousand (15,000) shares of common stock of Urban Cool payable
upon the later of: (1) the consummation of an initial public offering of
the Corporation's securities; and (2) the agreement by Xxxxx Xxxxxx to be
on an advisory board of Urban Cool;
(b) Ten thousand (10,000) shares of common stock of Urban Cool, payable
upon the later of: (1) the consummation of an initial public offering of
the Corporation's securities; and (2) the agreement by Xxxxx Xxxxx to be
an advisory board of Urban Cool; and
(c) Ten Thousand (10,000) shares of common stock of Urban Cool, payable
upon the later of: (1) the consummation of an initial public offering of
the Corporation's securities; and (2) the agreement by Xxxxx Xxxxxx to be
on an advisory board of Urban Cool.
The parties hereby acknowledge that all shares payable pursuant to this Section
2.4 are payable to Executive as compensation for Executive's services and that
Xx. Xxxxxx, Ms. Cruze and Xx. Xxxxxx, respectively, will be separately
compensated for agreeing to join the advisory board.
2.5. Lock-Up Agreement. Simultaneous with the execution of this Agreement,
the Executive shall execute the Lock-Up Agreement attached hereto as "Annex I".
3. Miscellaneous.
3.1. Consent to Jurisdiction. The parties hereby submit to the
jurisdiction and venue of the Courts of the State of New York.
3.2. Headings. The Section and Subsection headings have been included for
convenience only, are not a part of this Agreement and shall not be taken as an
interpretation of any provision thereof.
3.3. Integration. This Agreement and the Employment Agreement represents
the parties' final understanding as to all matters included herein, and
supersedes all prior written or oral agreements of the parties concerning
matters covered herein.
3.4. Further Actions. The parties shall take such actions and execute and
deliver such instruments and documents as may reasonably be required from time
to time to effect and complete the transactions set forth in this Agreement.
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3.5. Amendments and Modifications. This Agreement may be amended, waived,
changed, modified or discharged only by an Agreement in writing signed by all of
the parties.
3.6. Governing Law. The laws of the State of New York shall govern the
validity and construction of this Agreement, without regard to the principles of
conflicts of laws.
3.7. Binding Effect. This Agreement shall inure to the benefit of, and
shall be binding upon the parties hereto and their respective successors,
permitted assigns and personal representatives.
3.8. Background. The Background is a part of this Agreement.
3.9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute a single agreement. In proving this Agreement against
any party hereto it shall only be necessary to produce or account for the
counterpart signed by the party against whom the proof is being presented.
3.10. Effectiveness. This Agreement shall become effective and binding
when one or more counterparts hereof, individually or taken together, shall bear
the signatures of all the parties reflected hereon as the signatories.
[Remainder Of Page Intentionally Blank]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the day and year first above written.
Urban Cool Network, Inc.
By:
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Name: Xxxxx X. Xxxxx, III
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Title: CEO
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Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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