EXHIBIT 10.20
Xxxxx Dead, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
As of October 15, 2003
Xx. Xxxxx Xxxx
Mr. Xxxxx Xxxxxx/Sidetracked Productions, Inc.
Xx. Xxxxxxx X. Xxxx III
Mr. Xxxxx Xxxxx
Xx. Xxxxx Xxxxxxx:
Dear Julie, Keith, Charlie, Xxxxx and Xxxxx:
This letter confirms our agreement that notwithstanding any provisions to
the contrary in your respective employment/consulting or director's agreements
(each an "Agreement" and collectively, the "Agreements"), any repurchase by
Xxxxx Dead, Inc. (the "Company") of any shares of the Company's common stock
held by you, in accordance with the provisions of an Agreement, shall be made at
a price equal to the fair market value of such common stock at the time of such
repurchase, as determined by the Company's Board of Directors and ratified by a
majority of its outside, independent directors. Such determination of the fair
market value shall be definitive and conclusive and presumed to have been made
in good faith, absent evidence to the contrary of bad faith or fraud, and shall
not require the Company, our Board or the independent directors to retain an
appraiser or other outside expert to assist in the determination of fair market
value. This change shall be deemed to be effective as of the original date of
each Agreement, and each of the Agreements is hereby amended to reflect such
change.
In addition, if the section heading in any Agreement relating to the
Company's initial issuance of shares of common stock to you is entitled
"Contingent Compensation" and also contains provisions relating to your purchase
of shares of common stock from the Company, we are hereby clarifying and
amending such section heading to read "Stock Purchase; Contingent Compensation".
At the time the Agreements were executed, we had agreed, and we confirm to each
of you as of the date hereof, that your purchase of shares did not, does not and
will not constitute compensation to you from the Company in any respect,
contingent or otherwise, for services rendered or to be rendered to the Company.
Upon your payment for the shares, you paid full and fair value for those shares.
The "contingent compensation" referred to in any such section, rather, relates
to any rights you may have to the Company's "Adjusted Gross Receipts", as that
term is defined in the applicable Agreement and any exhibit thereto.
We hope this letter clarifies any ambiguities. 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.
/S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx,
Chief Executive Officer
II-42
/S/ XXXXX XXXX
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Xxxxx Xxxx
/S/ XXXXX XXXXXX
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Xxxxx Xxxxxx
SIDETRACKED PRODUCTIONS, INC.
By: /S/ XXXXX XXXXXX
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Xxxxx Xxxxxx
/S/ XXXXXXX X. XXXX III
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Xxxxxxx X. Xxxx III
/S/ XXXXX XXXXX
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Xxxxx Xxxxx
/S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
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