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EXHIBIT 10.3
January 1, 1997
Vans, Inc.
0000 Xxxxxxx
Xxxxxx, XX 00000
Re: C.C.R.L., LLC
Gentlemen:
Pursuant to the terms of an Amended and Restated Operating Agreement
(the "Agreement") for C.C.R.L., LLC (the "Company"), the undersigned, Creative
Artists Agency, Inc. ("CAA"), Codikow & Xxxxxxx, a P.C. ("C&C") and Xxxxx Xxxxx
Production Services ("KLP," and together with CAA and C&C, the "Founding
Members"), have agreed to admit Vans, Inc. ("Vans," and together with the
Founding Members, the "Members") as a member in the Company. In connection
with the admission of Vans, the following sets forth our understanding
regarding compensation currently due and payable to each of the Founding
Members and the compensation for certain services to be rendered during the
Company's fiscal year ending December 31, 1997 (the "1997 Year").
1. As of the date hereof, the Company is indebted to Xxxxx Xxxxx
("Xxxxx") for production service fees and other compensation for services
rendered and related disbursements of $_________, to C&C for legal services
rendered and related disbursements of $_________ and to Vans for marketing and
promotional fees paid in connection with performances of the Vans Warped Tour
in the United Kingdom of $10,092.39. Upon the execution and delivery of the
Agreement, the Company shall pay the amounts due and owing to Xxxxx, C&C and
Vans.
2. During the 1997 Year, unless otherwise authorized in
accordance with the Agreement, CAA shall perform all reasonably and necessary
booking and scheduling services required by the Company, C&C shall perform
legal services for the Company in accordance with its historical practices and
KLP and its principal, Xxxxx shall devote not less than ninety percent (90%) of
their respective business time in the performance of promotional services and
activities for the Company. During the 1997 Year, neither Xxxxx nor KLP shall
perform services and activities similar to those performed for the Company for
(i) any tour or event which competes with the Vans Warped Tour, and (ii)
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Vans, Inc.
January 1, 1997
Page 2
for any competitor of Vans. The Members agree that, during the 1997 Year,
agency, legal and promotional services, as the case may be, rendered in
connection with the portion of the Vans Warped Tour scheduled for the summer of
1997 shall be rendered to the Company for a fixed fee of $60,000 ($180,000 in
the aggregate), exclusive of reasonable and necessary disbursements.
3. In the case of KLP or Xxxxx, the Company shall pay the
promotional fees to KLP or Xxxxx in equal monthly or bi-monthly installments
(as requested by Xxxxx or KLP) commencing on January 1, 1997. In the case of
CAA and C&C, the Company shall pay all fees within five (5) business days after
the final performance of The Vans Warped Tour scheduled for the summer of 1997.
4. Prior to the end of the portion of the Vans Warped Tour
scheduled for the summer of 1997, the parties shall negotiate in good faith
with respect to compensation for services rendered subsequent to the summer of
1997 based upon, among other factors, the financial results of the Company
during such summer performances, the efforts of the Members on behalf of the
Company and other market standards.
5. The Company intends to reacquire the merchandising rights to
the Vans Warped Tour from Sony Merchandising. The parties agree that
subsequent to the reacquisition of such rights, notwithstanding anything in the
Agreement to the contrary, net income received by the Company from
merchandising activities shall be shared 50% by the Founding Members and 50% by
Vans.
This letter agreement and the Agreement constitute the complete and
exclusive agreement among the Members with respect to the subject matter hereof
and thereof. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. The Agreement shall be binding on
the Members and their respective successors and assigns. This Agreement may be
executed in counterparts.
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Vans, Inc.
January 1, 1997
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Please acknowledge your acceptance of the foregoing by signing where
indicated below.
Sincerely,
CREATIVE ARTISTS AGENCY, LLC
By: /s/ XXX XXXX
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Xxx Xxxx
CODIKOW & XXXXXXX, a PC
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
XXXXX XXXXX PRODUCTION
SERVICES
By: /s/ XXXXX XXXXX
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Xxxxx Xxxxx
ACCEPTED AND AGREED TO:
VANS, INC.
By: /s/ XXXX XXXXXXXXXX
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Xxxx X. Xxxxxxxxxx
President and Chief Operating
Officer
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
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