EXHIBIT 10.12
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AGREEMENT
Agreement made and entered into as of the tenth day of July, 2003,
between and among CCC GlobalCom Corporation (the "Company"), a Nevada
corporation, Z. A. Hakim ("Hakim"), an individual, AMT Trading, Inc., a foreign
corporation ("AMT"), and CCC Communications LTD., a foreign ("CCCC"). Hakim, AMT
and CCC are sometimes collectively referred to as the "Hakim Group". The
Company, Hakim, AMT and CCCC shall sometimes hereinafter be referred to
collectively as the "Parties" and individually as a "Party".
RECITALS
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As of the date of this Agreement, the Company has 100,000,000
authorized shares of common stock, of which __________ are issued and
outstanding. Hakim was a formerly and officer and a director of the Company. AMT
and CCCC are affiliates of Hakim. Together, Hakim, AMT and CCCC own 8,939,482
shares (the "Hakim Group Shares") of the current, total issued and outstanding
shares of common stock in the Company. The number of shares owned by each of
Hakim, AMT and CCCC is set forth on Exhibit "A" attached hereto.
The Company desires to redeem 6,939,428 of the Hakim Group Shares (the
"Redeemed Shares") and Hakim, AMT and CCCC have agreed to transfer, assign and
convey to the Company the Redeemed Shares pursuant to the terms and conditions
set forth in this Agreement. Exhibit "A" sets forth the number of Redeemed
Shares to be redeemed from each of Hakim, AMT and CCCC. The Hakim Group believes
that as a result of the redemption of the Redeemed Shares, the Company may have
increased opportunities to obtain additional financing.
After the redemption of the Redeemed Shares, the Hakim Group shall
collectively own a total of 2,000,000 shares of the Company's common stock (the
"Retained Shares"). Each of the Retained Shares shall be subject to transfer and
resale restrictions as set forth in this Agreement (the "Lockup Provisions").
The Company and Hakim are also parties to that certain Employment
Agreement dated effective February 16, 2001, a copy of which is attached hereto
and incorporated herein as Exhibit "B". The Company and Hakim have agreed that
it is in their best interests to terminate Hakim's employment with the Company.
The Parties further desire to settle certain other issues and disputes
upon the terms and conditions set forth in this Agreement.
AGREEMENT
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NOW, THEREFORE, in consideration of this Agreement and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Recitals. The foregoing Recitals are incorporated herein by this
reference and shall be deemed contractual and not mere recitals.
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2. Termination of Employment. The Parties acknowledge and agree that
Hakim's employment with the Company shall be deemed terminated effective as of
June 11, 2003. Hakim shall be entitled to compensation ("Severance
Compensation") for a period of four months from the date June 11, 2003. The
total Severance Compensation shall be $0.00, from which the Company shall deduct
required taxes. The Severance Compensation shall be payable as follows: (i) a
gross payment of $0.00 payable on __------__, 2003, (ii) a gross payment of
$0.00 payable on __------__, 2003, (iii) a gross payment of $0.00 payable on
__------__, 2003, and (iv) a gross payment of $0.00 payable on __------__, 2003.
The checks delivered to Hakim shall be net payments representing the net amount
remaining after all required taxes and other government deductions are deducting
from the gross amount of Severance Compensation.
3. Redemption of Redeemed Shares. Hakim, AMT and CCCC each transfers,
assigns and conveys to the Company, and the Company hereby redeems from each of
Hakim, AMT and CCCC, all of the Redeemed Shares for $100 (the "Redemption
Price") to be paid to each of Hakim, AMT and CCCC. Simultaneously with the
Company's payment of the Redemption Price, each of Hakim, AMT and CCCC shall
deliver to the Company, properly endorsed, all of the stock certificates that
evidence the Redeemed Shares. The Redemption shall be deemed to have occurred
upon the execution of this Agreement. The Company intends to cancel the Redeemed
Shares. Each of Hakim, AMT and CCCC believes that the redemption of their shares
by the Company upon the terms and conditions of this agreement is in each of
their best interests.
4. Resignation as Officer and Director. Effective June 11, 2003, Hakim
resigned as an officer and director of the Company. Simultaneously with the
execution of this Agreement, Hakim shall give the Company any and all
information and documentation of any kind in his possession or control relating
in any manner to the business activities and operations of the Company.
5. Mutual Releases. Except as expressly reserved in this Agreement, the
Company and Hakim hereby mutually waive, discharge, acquit and release any and
all claims, demands, damages, losses, expenses, reimbursements, debts, payments,
liabilities, costs and causes of action of every kind, nature and character,
that they now have or may have in the future, whether now known or unknown,
contingent or liquidated, against each other and all of their respective
employees, officers, shareholders, directors, agents, representatives,
attorneys, and all other related individuals and entities, in any way resulting
from any fact, circumstance, event, happening, omission, or occurrence connected
with, related directly or indirectly to, or arising from the Employment
Agreement, the Company's business and Hakim's service as an employee, officer,
Chief Executive Officer, Chairman of the Board and director of the Company.
6. Lockup. Each of Hakim, AMT and CCCC agree, that upon the execution
of this agreement, to enter into a Lockup Agreement in the Form of Exhibit C-1,
C-2 and C-3 respectively, attached hereto and by this reference made a part
hereof.
7. Representations and Warranties of Hakim, AMT and CCCC. Each of
Hakim, AMT and CCCC hereby represents and warrants to the Company, as of the
date of this Agreement as follows:
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7.1 Each of Hakim, AMT and CCCC is the legal and beneficial owner
of the Redeemed Shares free and clear of all liens, encumbrances,
equities, and claims whatsoever.
7.2 Each of Hakim, AMT and CCCC has the full legal right and
power, and all approvals required by law to transfer, convey and
deliver their respective shares in the manner provided herein, and such
transfer, conveyance and delivery will not constitute a violation of,
or a default under, any contract, law, instrument, or obligation to
which he or it is a party or by which he or it is bound including,
without limitation, any rights of first refusal, rights to purchase,
first rights to purchase, options to purchase, or the like, otherwise
applicable to the Redeemed Shares.
7.3 None of Hakim, AMT and CCCC has relied on any representations
or warranties of the Company, or any Company employee, officer,
shareholder, director, agent or representative as to the value of the
Redeemed Shares, the value, operations, finances or prospects of the
Company, or their businesses, or otherwise.
8. Survival of Representations and Warranties. All representations and
warranties made by the Parties in this Agreement shall survive the execution and
delivery hereof and the completion of the transactions contemplated hereby.
9. Indemnification. Each Party agrees to indemnify, defend, and hold
harmless the other Parties from and against any and all loss, liability, or
damage, of any nature, arising out of or due to a breach of any representation,
warranty, obligation or undertaking of such Party contained in this Agreement.
10. Default; Remedies. In the event of a breach or default by any Party
of any of its representations, warranties, duties, obligations, or covenants
hereunder, any affected non-breaching Party shall send written notice of such
breach or default to the breaching Party, who shall then have thirty (30) days
in which to cure such breach or default. In the event that the breaching Party
fails to cure the applicable breach or default within such thirty (30) day
period, the affected non-breaching Party shall be entitled to exercise all
remedies available to it, whether by agreement, at law, or in equity.
11. Arbitration. Any controversy or dispute arising out of or in
connection with this Agreement, which the Parties are unable to resolve within
the time periods provided herein, may be submitted to arbitration by any Party.
If a controversy or dispute is submitted to arbitration, such arbitration shall
be conducted in accordance with and pursuant to the commercial arbitration rules
of the American Arbitration Association. The decisions arising out of such
arbitration shall be fully and finally binding upon all of the Parties. Any such
arbitration shall take place in Houston, Texas. Judgment upon any award granted
in such arbitration may be entered in any court where the arbitration takes
place and any court having proper jurisdiction.
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12. General Provisions.
12.1 Notices. All notices consents, waivers, and other
communications under this Agreement must be in writing and will be
deemed to have been duly given when: (i) delivered by hand (with
written confirmation of receipt), (ii) sent by telecopier (with written
confirmation of receipt), provided that a copy is mailed by registered
or certified mail, return receipt requested, or (iii) when received by
the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested) to such other address or addresses or
telecopier numbers as any Party may from time to time designate by
notice to the other Parties.
12.2 Waiver. The rights and remedies of the Parties to this
Agreement are cumulative and not alternative. Neither the failure nor
any delay by any Party in exercising any right, power, or privilege
under this Agreement or the documents referred to in this Agreement
will operate as a waiver of such right, power, or privilege, and no
single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege.
12.3 Entire Agreement. This Agreement supersedes all prior
agreements between the Parties with respect to its specific subject
matter set forth herein and constitutes (along with the documents
referred to in this Agreement) a complete and exclusive statement of
the terms of the agreement between the Parties with respect to such
subject matter. This Agreement may not be amended except by a written
agreement executed by the Party to be charged with the amendment.
12.4 Further Assurances. The Parties agree (i) to furnish upon
reasonable request to each other such further information; (ii) to
execute and deliver to each other such other documents; and (iii) to do
such other acts and things, all as any other Party may reasonably
request for the purpose of carrying out the purposes and intent of this
Agreement and the documents referred to in this Agreement.
12.5 Governing Law; Jurisdiction and Venue. The Laws of the State
of Texas shall govern this Agreement, including, without limitation,
the interpretation, construction and validity hereof. The Parties
hereby irrevocably submit to the exclusive jurisdiction of any court,
state or federal, in Xxxxxx County, Texas and further irrevocably
waives, to the fullest extent permitted by applicable law, any and all
rights to a trial by jury in any action or proceeding arising out of or
in connection with this Agreement or the subject matter hereof.
12.6 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and
effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
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12.7 Execution in Counterparts. This Agreement may be executed in
one or more counterparts, each of which will be deemed an original copy
of the Agreement and all of which, when taken together, will be deemed
to constitute one and the same agreement.
12.8 Assignments, Successors and No Third-Party Rights. No Party
may assign any of its rights under this Agreement without the prior,
written consent of the other Parties, which consent may be withheld for
any reason. Subject to the preceding sentence, this Agreement will
apply to, be binding in all respects upon, and inure to the benefit of
the successors and permitted assigns of the Parties. Notwithstanding
anything contained in this Section 18.H. or elsewhere in this Agreement
to the contrary, the Company shall be permitted to assign this
Agreement in connection with the sale of all or substantially all of
the assets or stock of the Company without the consent of any other
Party.
12.9 Interpretation. No provision of this Agreement will be
interpreted in favor of, or against, any of the Parties hereto by
reason of the extent to which any such Party or its counsel
participated in the drafting thereof or by reason of the extent to
which any such provision is inconsistent with any prior draft hereof or
thereof.
12.10 Attorney Fees and Expenses in the Event of Breach. In the
event of a breach or default by one of the Parties hereunder (the
Breaching Party"), such Breaching Party shall pay to the other Party or
Parties (collectively, the "Non-breaching Party") enforcement and
collection costs, including reasonable attorneys' fees and legal
expenses, regardless of whether breach is ultimately cured, and
regardless of whether formal legal proceedings are commenced.
12.11 Captions. The captions used in this Agreement are for
convenience only, and shall not be construed to limit or amplify the
terms, conditions and provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date above first written.
CCC GlobalCom Corporation
By:
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Xxxx Xxxxxx, CEO and President
Z.A. HAKIM
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AMT TRADING.
By:
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Its: __________
CCC COMMUNICATIONS
By:
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Its: __________
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EXHIBIT "A"
Stock Ownership of Hakim Group
Shares Owned
Shareholder Shares Owned Shares Redeemed After Redemption
Z.A. Hakim ------------ --------------- -----------------
AMT Trading ------------ --------------- -----------------
CCC Communications ------------ --------------- -----------------
Total 8,939,428 6,939,428 2,000,000
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EXHIBIT "B"
Employment Agreement
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EXHIBIT "C"
Lock-Up Agreement
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