October 26, 1998
Xx. Xxxx Xxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Dear Xxxx,
This letter serves to confirm in writing the Agreement entered into between
The Orlando Predators Entertainment, Inc. ("Predators") and yourself pursuant to
which you have agreed to act as the Company's Executive Vice President for
business development. In such capacity, we anticipate that you may (i) represent
the Predators at the Arena Football League ("League") level including,
reviewing, on behalf of the Company, League proposals and, ultimately, using
your judgment to vote the Predators interst on League matters for which a vote
is required (ii) advise the Company's Chairman and its senior management on a
host of other League related matters, including such economic considerations as
sponsorship sales, ticket sales, media contracts and the like.
We assume that these and relatd matters will require a significant amount
of your time at your discretion. In that regard, we invite you to join the
Predator's 1997 Employee Stock Option Plan pursuant to which we have agreed to
grant you options to purchase 250,000 shares of Common Stock at $2.50 per share.
150,000 of such options will vest after one year of service to the Company, an
additional 50,000 will vest after two years of service to the Company and the
remaining 50,000 will vest after three years of service to the Company. Any
options not vested at the time you terminate your service to the Company will
not be exercisable. The Company will, however, register the shares underlying
your options so that they will be freely tradable upon exercise.
We have also agreed to sell to you an aggregate of 50,000 shares of
Predators' Preferred Stock at $2.00 per share until November 6, 1998. Each share
of Preferred Stock is directly convertible into one share of Predators' Common
Stock, which share of Common Stock will not be transferable to a third party nor
carry voting rights for a period of one year from the date of issuance.
Finally, we have invited you to join the Predators' Board of Directors and
you have indicatd your willingness to serve on the Board. We, in turn, have
agreed to provide you with Director and Officer liability insurance covering
your acivities as a director.
If the above and foregoing correctly recite our understanding, kindly so
indicate on the line provided below.
Very truly yours,
THE ORLANDO PREDATORS
ENTERTAINMENT, INC.
By:/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx, Chairman
Tthe above and foregoing correctly recite our understanding and is accepted
this ...... day of October, 1998.
/s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx
