TRANSITION AGREEMENT
Exhibit
10.8
THIS TRANSITION AGREEMENT (as
the same may be amended, modified or supplemented from time to time, the “Agreement”)
is made and entered into as of May 28, 2009 (the “Effective Date”), by and
between Maven Media Holdings, Inc., a Delaware corporation (including its
successors, the “Corporation”),
Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”),
Waste2Energy Group Holdings PLC, an Isle of Man company, (“Waste2Energy
Group Holdings”),
Xxxxxxxxxxx x’Xxxxxx-Xxxxxx (“Xxxxxx ”) and Xxxxx Xxxxx.
WHEREAS, Xxxxxx is currently
the Chief Executive Officer of the Corporation and Waste2Energy;
WHEREAS, Xxxxxx is currently
Chairman of the Boards of the Corporation and Waste2Energy;
WHEREAS, pursuant to a
Confidential Private Offering Memorandum, dated May 7, 2009, as amended by
Amendment No. 1 dated as of May 26, 2008, the Corporation is offering a minimum
of 250,000 units and a maximum of 4,000,000 Units (with an over-subscription
option of up to an additional 1,000,000 Units) at a purchase price of $2.00 per
Unit (the “Offering”);
WHEREAS, in order to enable
Xxxxxx to focus on helping Waste2Energy develop its business in the European and
other international markets, upon the final closing of the Offering,
Xxxxxx will resign as Chief Executive Officer of the Corporation and
of Waste2Energy and shall be a consultant to Waste2Energy Group
Holdings;
WHEREAS, Xxxxx Xxxxx, who is
serving as the President and Chief Operating Officer of the Corporation and
Waste2Energy will, as of the final closing of the Offering, become President and
Chief Executive Officer of the Corporation and Waste2Energy.
NOW, THEREFORE, in
consideration of the premises and mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:
1. Resignation. The
parties hereby agree that immediately upon the final closing of the Offering,
Xxxxxx will resign from his employment arrangement with the Corporation and
Waste2Energy including his position as Chief Executive Officer of Waste2Energy
and of the Corporation. Xxxxxx will continue to serve on the boards
of Waste2Energy and the Corporation until his resignation or his
successor is duly elected or appointed and qualified. In addition,
the parties agree that upon his resignation from his employment with the
Corporaiton and Waste2Energy, Xx. x’Xxxxxx-Xxxxxx will not in the future have
any other executive position with either the Corporation or
Waste2Energy.
2. Termination of Employment
Agreement. As of the final Closing of the Offering, the
Employment Agreement between Waste2Energy and Xxxxxx, dated April 1, 2008 (the
“Employment Agreement”) shall be null and void and no further effect, except
with respect to the obligation of Waste2Energy to make those payments which are
due and owing, to Xxxxxx, pursuant to the Employment Agreement as of the final
closing of the Offering.
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3. Consulting
Agreement. As of the date hereof, Waste2Energy Group Holdings,
the Corporation, and Waste2Energy and Xxxxxx shall execute the
Consulting Agreement attached to this Agreement as Exhibit “A”, which Consulting
Agreement shall be effective on the date of the final closing of the
Offering. The Corporation and Waste2Energy shall guarantee all
payments to be made to Xxxxxx pursuant to the Consulting Agreement.
4. Chairman of Waste2Energy
Group Holdings. On the final closing of the Offering, Xxxxxx shall become
Chairman of Waste2Energy Group Holdings.
5. Appointment of Xxxxx
Xxxxx Immediately after the final closing of the
Offering, Xxxxx Xxxxx shall be appointed as the President and Chief Executive
Officer of the Corporation and Waste2Energy.
6. Piggy Back
Registrations. If at any time the Corporation shall determine to file
with the SEC a registration statement relating to an offering for its own
account or the account of others under the Securities Act of 1933 Act of any of
its equity securities (other than on Form S-4 or Form S-8 or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other bona fide, employee
benefit plans), the Corporation shall send to each of Xxxxxx, Xxxxx Xxxxxxxxx
and Anglo Suez LLC (collectively “Holders”) written notice of such
determination and, if within fifteen (15) days after the effective date of such
notice, such Holders shall so request in writing, the Corporation shall include,
subject to applicable rules and regulations of the Securities and Exchange
Commission, in such registration statement all or any part of the shares of
Common Stock of the Corporation beneficially owned by such Holder which such
Holder requests to be registered (the “Registration Shares”), except
that if, in connection with any underwritten public offering for the account of
the Corporation the managing underwriter(s) thereof shall impose a limitation on
the number of shares of common stock, which may be included in the registration
statement because, in such underwriter(s)’ judgment, marketing or other factors
dictate such limitation is necessary to facilitate public distribution, then the
Corporation shall be obligated to include in such registration statement only
such limited portion of the Registration Shares with respect to which
such Holder has requested inclusion hereunder as the underwriter shall permit.
Any exclusion of Registration Shares shall be made pro rata among the Holders
seeking to include Registration Shares in proportion to the number of Shares
Securities sought to be included by such Holder.
7. Notices. All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is to be given; (ii) on
the day of transmission if sent via facsimile transmission to the facsimile
number given below, and telephonic confirmation of receipt is obtained promptly
after completion of transmission; (iii) on the day after delivery to Federal
Express or similar overnight courier or the Express Mail service maintained by
the United States Postal Service; or (iv) on the fifth (5th) day
after mailing, if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid and properly addressed, to
the party as follows:
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If to the
Corporation to:
c/o Waste2Energy, Inc.
1185 Avenue of the Americas. 00xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx
Xxxxx
Fax No.
(000) 000-0000
With a
copy to:
Xxxx
Xxxx, Esq.
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
If
to Waste2Energy, Inc. to:
Waste2Energy,
Inc.
1185
Avenue of the Xxxxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention: Xxxxx
Xxxxx
Fax No.
(000) 000-0000
With
a copy to:
With a
copy to:
Xxxx
Xxxx, Esq.
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
If
to Waste2Energy Group Holdings PLC to:
c/o Waste2Energy, Inc.
1185 Avenue of the
Xxxxxxxx
00xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx
Xxxxx
Fax No.
(000) 000-0000
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If to Xxxxxxxxxxx d” Xxxxxx-Xxxxxx
to:
Xxxxxxxxxxx
x’Xxxxxx-Xxxxxx
000 Xxxx 00xx Xxxxxx,
Xxxxx 00X
Xxx Xxxx,
XX 00000
Fax No.
(000) 000 0000
If to Xxxxx Xxxxx to:
Xxxxx Xxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx
XX 00000
Fax No. (000) 000-0000
If
to Xxxxx Xxxxxxxxx to:
c/o Xxxxxxxxxxx x’Xxxxxx-Xxxxxx
000 Xxxx 00xx Xxxxxx,
Xxxxx 00X
Xxx Xxxx, XX 00000
Fax No. (000) 000 0000
If to Anglo Suez to:
Xxxxxxxxxxx x’Xxxxxx-Xxxxxx
000 Xxxx 00xx Xxxxxx,
Xxxxx 00X
Xxx Xxxx, XX 00000
Fax No. (000) 000 0000
8. Further
Assurances. Each of the parties hereto shall execute and
deliver any and all additional papers, documents, and other assurances, and
shall do any and all acts and things reasonably necessary in connection with the
performance of their obligations hereunder and to carry out the intent of the
parties hereto.
9. Headings. The section
headings contained herein are for convenience only and shall not be deemed to
control or affect the meaning or construction of any provision of this
Agreement.
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10. Counterparts. This
Agreement may be executed in counterparts, it being understood that such
counterparts, taken together, shall constitute but one and the same
agreement. A facsimile signature shall constitute an original
signature.
11. Governing Law, Venue, Waiver
of Jury Trial. This Agreement shall be governed by and
construed solely and exclusively under and pursuant to the laws of the State of
New York as applied to agreements among New York residents entered
into and to be performed entirely within New York. Each of the parties
hereto expressly and irrevocably (1) agrees that any legal suit, action or
proceeding arising out of or relating to this Agreement will be instituted
exclusively in the New York State Supreme Court, County of New York,
or in the United States District Court for the Southern District of
New York, (2) waives any objection they may have now or hereafter to
the venue of any such suit, action or proceeding, and (3) consents to the
jurisdiction of either the New York State Supreme Court, County of
New York, or the United States District Court for the Southern District of
New York in any such suit, action or proceeding. Each of the
parties hereto further agrees to accept and acknowledge service of any and all
process which may be served in any such suit, action or proceeding in the
New York State Supreme Court, County of New York, or in the United
States District Court for the Southern District of New York and agree that
service of process upon it mailed by certified mail to its address will be
deemed in every respect effective service of process upon it, in any such suit,
action or proceeding.
12. Entire
Agreement. This Agreement sets forth the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements or understandings among the parties pertaining
to the subject matter hereof, whether oral, implied or written. There
are no warranties, representations or other agreements between the parties in
connection with the subject matter hereof except as specifically set forth or
incorporated herein.
13. Interpretation. The
division of this Agreement into Sections, and subsections and the insertion of
headings are for convenience of reference only and will not affect its
construction or interpretation. Terms of gender will be deemed interchangeable,
as will singular and plural terms, in each case, unless the context otherwise
requires.
14. No
Amendment/Waiver. This Agreement may not be amended or
modified in any manner nor may any of its provisions be waived except by written
amendment executed by the parties expressly indicating the parties’ intention to
so amend or modify this Agreement. Any such amendment, modification
or waiver shall be effective only in the specific instance and for the purpose
for which it was given.
15. Non-Assignability. The
obligations of Xxxxxx, the Corporation, Waste2Energy, Waste2Energy
Group Holdings and Xxxxx Xxxxx hereunder are personal and may not be assigned or
transferred in any manner whatsoever, nor are such obligations subject to
involuntary alienation, assignment or transfer.
16. Severability. The
various Sections of this Agreement are severable, and if any Sections or an
identifiable part thereof is held to be invalid or unenforceable by any court of
competent jurisdiction, then such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining Sections or identifiable
parts thereof in this Agreement, and the parties hereto agree that the portion
so held invalid, unenforceable or void shall, if possible, be deemed amended or
reduced in scope, or otherwise be stricken from this Agreement, to the extent
required for the purposes of the validity and enforcement hereof.
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17. No Strict
Construction. The parties hereto have participated jointly in
the negotiation and drafting of this Agreement. In the event any
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by all parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provision of this Agreement.
18. Third Party
Beneficiaries. Xxxxxx’x estate and heirs are intended third party
beneficiaries of Xxxxxx’x rights and the obligations of the Corporation,
Waste2Energy, and Waste2Energy Group Holdings.
[SIGNATURE
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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on and as of the day and year first
above written.
By:__________________________
Name: Xxxxx
Xxxxx
Title: President
WASTE2ENERGY,
INC.
By:__________________________
Name: Xxxxx
Xxxxx
Title: President
WASTE2ENERGY
GROUP HOLDINGS PLC
By:____________________________________
Name:
Xxxxx Xxxxx
Title: Director
_________________________________________
Xxxxxxxxxxx
x’Xxxxxx-Xxxxxx
__________________________________________
Xxxxx
Xxxxx
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