Form of Agreement with Mr. Page AGREEMENT
Exhibit
10.10
Form
of Agreement with Mr. Page
AGREEMENT
This Agreement is entered into as of
the 29th day of September, 2009 by and between Digital Lifestyles Group, Inc., a
Delaware corporation (the "Corporation"), and Mr. Xxx Xxxx, an executive
officer, director and employee of the Corporation.
WHEREAS, pursuant to the terms
of that certain Employment Agreement dated as of September 27, 2007 by and
between the Corporation and Mr. Page, Mr. Page is owed $141,000 in accrued and
unpaid compensation through the date hereof.
WHEREAS, Mr. Page has agreed
to forgive a portion of such accrued but unpaid compensation and to accept five
year non-qualified options as full and complete payment for the balance of the
accrued but unpaid compensation owed him.
NOW, THEREFORE, in
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Recitals. The
foregoing recitals are true and correct.
2. Forgiveness of Accrued
Compensation. Mr. Page hereby irrevocably forgives an
aggregate of $44,000 of accrued but unpaid compensation due him.
3. Issuance of Options in
Settlement of Accrued Compensation. Mr. Page hereby accepts
five year non-qualified options to purchase an aggregate of 388,000 shares of
the Corporation’s common stock to be granted under the Corporation’s 2009 Stock
Compensation Plan as full and complete payment for the balance of $97,000 in
accrued but unpaid compensation due him. Mr. Page acknowledges his
understanding that such options and the shares issuable upon the exercise
thereof shall be “restricted securities” as that term is defined under the
Securities Act of 1933 and that these shares may not be sold, transferred,
pledged or otherwise disposed of or encumbered by me except pursuant to the
applicable rules and regulations under the Securities Act of 1933 or applicable
state securities laws.
4. Amendment or
Assignment. No modification, waiver, amendment, discharge or
change of this Agreement shall be valid unless the same is evidenced by a
written instrument, executed by the party against which such modification,
waiver, amendment, discharge, or change is sought.
5. Notices. All
notices, demands or other communications given hereunder shall be in writing and
shall be deemed to have been duly given on the day when delivered in person or
transmitted by confirmed facsimile transmission or on the third calendar day
after being mailed by United States registered or certified mail, return receipt
requested, postage prepaid, to the 000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx,
XX 00000 or to such other address as any party hereto shall designate
to the other for such purpose in the manner herein set forth.
6. Entire Agreement.
This Agreement contains all of the understandings and agreements of the
parties with respect to the subject matter discussed herein. All
prior agreements, whether written or oral, are merged herein and shall be of no
force or effect.
7. Severability. The
invalidity, illegality or unenforceability of any provision or provisions of
this Agreement will not affect any other provision of this Agreement, which will
remain in full force and effect, nor will the invalidity, illegality or
unenforceability of a portion of any provision of this Agreement affect the
balance of such provision. In the event that any one or more of the
provisions contained in this Agreement or any portion thereof shall for any
reason be held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be reformed, construed and enforced as if such invalid, illegal
or unenforceable provision had never been contained herein.
8. Construction and
Enforcement. This Agreement shall be construed in accordance
with the laws of the State of Delaware, without and application of the
principles of conflicts of laws. If it becomes necessary for any
party to institute legal action to enforce the terms and conditions of this
Agreement, and such legal action results in a final judgment in favor of such
party ("Prevailing Party"), then the party or parties against whom said final
judgment is obtained shall reimburse the Prevailing Party for all direct,
indirect or incidental expenses incurred, including, but not limited to, all
attorney's fees, court costs and other expenses incurred throughout all
negotiations, trials or appeals undertaken in order to enforce the Prevailing
Party's rights hereunder. Any suit, action or proceeding with respect
to this Agreement shall be brought in the state or federal courts located in
Cumberland County in the State of Tennessee. The parties hereto
hereby accept the exclusive jurisdiction and venue of those courts for the
purpose of any such suit, action or proceeding. The parties hereto
hereby irrevocably waive, to the fullest extent permitted by law, any objection
that any of them may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any
judgment entered by any court in respect thereof brought in Cumberland County,
Tennessee, and hereby further irrevocably waive any claim that any suit, action
or proceeding brought in Cumberland County, Tennessee, has been brought in an
inconvenient forum.
9. Access to Independent
Advisors. Mr. Page acknowledges that, in executing this
agreement, he has had the opportunity to seek the advice of such independent
legal counsel and/or tax professionals as he deemed necessary and appropriate to
the full understanding of the terms of this agreement, and he has read and
understood all of the terms and provisions of this agreement.
10. Binding Nature, No Third
Party Beneficiary. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties, and their respective
successors and assigns, and is made solely and specifically for their
benefit. No other person shall have any rights, interest or claims
hereunder or be entitled to any benefits under or on account of this Agreement
as a third-party beneficiary or otherwise.
11. Counterparts. This
Agreement may be executed in any number of counterparts, including facsimile
signatures which shall be deemed as original signatures. All executed
counterparts shall constitute one Agreement, notwithstanding that all
signatories are not signatories to the original or the same
counterpart.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.
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DIGITAL
LIFESTYLES GROUP, INC.
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By:
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| Xxxx XxXxxx, Director | |||
| Xxx Xxxx | |||
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