EXHIBIT 10.1
Consultant Agreement
This CONSULTANT AGREEMENT ("Agreement") is made as of this 24th day of
March, 2004, by and among Xxxxxx Xxxxxxx Promotions, Inc. (the "Company"), a
Delaware corporation with an address at 1414 Avenue of the Americas, Xxxxx 0000,
Xxx Xxxx, Xxx Xxxx 00000, and Xxxxxx Xxxxxx, Xx. ("Xxxxxx"), an individual with
an address at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx X0, Xxxxx, Xxxxxxx 00000.
INTRODUCTION. Xxxxxx Xxxxxxx Promotions, Inc. (the "Company") promotes
world champion and top contender boxers through its wholly-owned subsidiary,
Xxxxxx Xxxxxxx Promotions, Ltd. In addition to its representation and promotion
efforts, the Company also produces and syndicates world championship boxing
events for distribution worldwide. A program supplier to some of the world's
leading television networks, including HBO, ESPN, and Eurosport, the Company
promotes televised events from venues all around the world. Xxxxxx, a former
heavyweight boxing contender, has numerous contacts among boxers, managers, and
promoters and will assist the Company pursuant to the terms of this Agreement.
1. CONSULTANT. As of the date hereof, the Company hereby engages Xxxxxx as a
"Consultant". As a Consultant, Xxxxxx will: (a) perform the duties of a talent
scout, searching for and introducing to the Company young amateur boxers with
professional potential; (b) attend occasional meetings, events or functions as
reasonably requested by the Company and at the sole pre-paid expense of the
Company; and (c) generally be available by telephone from time to time to advise
and discuss new concepts and projects in development by the Company.
2. COMPENSATION. In consideration for Xxxxxx acting as a Consultant to the
Company, the Company hereby agrees to pay Xxxxxx the sum of $363,000
payable as follows:
(a) $10,000 on or by 3/26;
(b) $10,000 on or by 4/6;
(c) $10,000 per month beginning on May 15, 2004, through the date on which an
aggregate of $363,000 has been paid to Xxxxxx. At the Company's sole and
exclusive option, the Company may elect to accelerate the payment schedule.
At the sole and exclusive option of the Company, in lieu of the monthly
payments set forth in subparagraph 2(c) above, the Company may tender to Xxxxxx
freely tradeable common stock of the Company registered pursuant to Form S-8
sufficient to yield $363,000 less the amounts paid to Xxxxxx pursuant to
subparagraphs 2(a), 2(b), and 2(c) above. The registered shares shall be placed
in an account in Xxxxxx'x name at a reputable brokerage firm of the Company's
choosing subject to Xxxxxx'x consent which shall not be unreasonably withheld.
3. ADDITIONAL COMPENSATION. The Company hereby agrees that if Xxxxxx shall not
have received the full compensation of $363,000 by July 15, 2004, then the
Company shall pay Xxxxxx additional compensation of $3,500 per month for each
month that the sum of $363,000 (exclusive of the additional compensation) has
not been paid.
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4. USE OF "XXXXXX XXXXXX, XX." NAME. Subject to Xxxxxx'x express written
consent, which shall not be unreasonably withheld, the Company may use Xxxxxx'x
name in connection with the promotion of its boxing and media content
operations. In addition, the Company is permitted to describe this Agreement in
documents it is required to file with the Securities and Exchange Commission and
make this Agreement as an exhibit thereto.
5. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. Any and all ideas, concepts and
projects developed by the Company and presented to Xxxxxx shall remain the
intellectual property of the Company.
6. INDEPENDENT CONTRACTOR. Under this Agreement, Xxxxxx is an independent
contractor for, not an employee of, the Company. As such, Xxxxxx may engage in
any other activities or employment outside of his relationship with the Company.
7. INCIDENTALS. The Company shall reimburse Xxxxxx for any and all reasonable
out-of-pocket expenses incurred in fulfilling his role as a Consultant. Such
expenses shall include, without limitation, travel and hotel expenses and
long-distance telephone calls. Expenses greater than $500 must be approved in
advance by Xxxxxx Xxxxx or an officer of the Company.
8. TERM OF AGREEMENT. This Agreement shall be for a term of three (3) years from
the date of this Agreement, provided however, that upon the mutual consent of
both Xxxxxx and the Company, it shall continue in effect thereafter unless
terminated by either party upon thirty (30) days written notice.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to
choice-of-law provisions. If any term or provision of this Agreement shall be
found to be unenforceable under the laws of the State of New York, then,
notwithstanding such partial invalidity, the remainder of this Agreement shall
remain in full force and effect, and such invalid term shall be deemed stricken.
10. ENTIRE AGREEMENT. This Agreement, including the Introduction, constitutes
the entire agreement between the parties hereto. All prior agreements,
understandings and representations are hereby superseded. This Agreement may
only be amended in writing signed by the parties hereto.
11. COUNTERPARTS. This Agreement may be executed in counterparts and by
facsimile, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.
12. CAPTIONS AND INTERPRETATIONS. Sections titles or captions contained herein
are inserted as a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this Agreement or any provision hereof.
No provision in this Agreement is to be interpreted for or against any party
hereto because that party or its legal representative drafted such provision.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of the date first set forth above.
Xxxxxx Xxxxxxx Promotions, Inc. Xxxxxx Xxxxxx, Xx.
By: /s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxx, Xx.
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Xxxxxx Xxxxxxx, President Xxxxxx Xxxxxx, Xx.
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