EXHIBIT 10.19
Xxxxx Dead, Inc.
0000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Agreement Regarding Board of Directorship
Between Xxxxx Dead, Inc. and Xxxxx Xxxx
As of October 15, 2003
Mr. Xxxxx Xxxx
0000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Dear Mr. Read:
In consideration for your agreement to serve as a member of the Board of
Directors of Xxxxx Dead, Inc. (the "Company") and as a member of the Audit
Committee and the Compensation Committee, we have consented to the transfer to
you by Xx. Xxxxxxx X. Xxxx III of 6,000 shares and by Xxxxx Xxxx of 30,000 (the
"Shares") of the Company's Common Stock, par value $0.001 per share, previously
issued to him by the Company and subject to the terms of an agreement dated as
of December 1, 2002 in form substantially similar to this Agreement.
We have agreed that if you cease to be a director of the Company, for any
reason, prior to the successful completion of the Company's initial public
offering and the sale of the securities registered in connection with such
offering (the "IPO"), the Company will have the right to repurchase all of the
Shares for firm market value, to be determined by the Company's Board of
Directors and ratified by a majority of outside directors ("FMV"). If you cease
to be a director of the Company, for any reason, within one year following the
successful completion of the IPO, the Company will have the right to repurchase
75% of the Shares, at FMV. If you cease to be a director of the Company, for any
reason, after the first anniversary of the completion of the IPO but before the
second anniversary, the Company will have the right to repurchase 50% of the
Shares, at FMV. After the second anniversary of the successful completion of the
IPO, the Company will no longer have any right to repurchase any of the Shares.
Any certificates representing the Shares may have a restrictive legend to
such effect reflecting the rights of the Company to repurchase the Shares.
If the following accurately reflects our agreement, please sign below
where indicated and return a copy to us at your earliest convenience.
Very truly yours,
Xxxxx Dead, INC.
By: /S/ XXXXX X. XXXXXXX
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(Xxxxx X. Xxxxxxx)
President and Chief Executive Officer
ACCEPTED AND AGREED:
/S/ XXXXX XXXX
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(Xxxxx Xxxx)
II-41
