COMPENSATION AGREEMENT
XXXXXXX COMMUNICATIONS CORPORATION, INC.
AND PIRINATE CONSULTING GROUP, L.L.C.
WHEREAS, Pirinate Consulting Group, L.L.C. ("Pirinate") is the employer of
Xxxxxx X. Xxxxx ("Xxxxx"); and
WHEREAS, Xxxxxxx Communications Corporation, Inc. ("MCC") and Pirinate
(collectively referred to herein as the "Parties") entered into an agreement
(the "Prior Agreement") for the personal services of Xxxxx dated January 10,
2000 as amended and the Prior Agreement has terminated; and
WHEREAS, Xxxxx continues to be a member of the Board of Directors of MCC;
and
WHEREAS, MCC desires Xxxxx to serve as MCC's Chairman of the Board and
Chief Executive Officer; and
WHEREAS, Pirinate consents to Xxxxx' service in such capacity with MCC;
NOW THEREFORE, in consideration of the mutual promises, and other good and
valuable consideration of the Parties hereto, which they agree is adequate, and
the terms and conditions which follow, the Parties agree as follows:
AGREEMENT:
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When executed in the space provided below, this agreement ("Agreement")
shall memorialize the terms and conditions of the retention by MCC of Pirinate,
and through it, Xxxxx, as its Chairman of the Board and Chief Executive Officer,
as follows:
1. EFFECTIVE DATE OF AGREEMENT. The effective date of the Agreement
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shall be August 1, 2002.
2. TERM OF AGREEMENT. The initial term of this Agreement shall be three (3)
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months. Thereafter, either party may terminate this agreement, with or without
cause, effective upon thirty (30) days' prior written notice. Any termination
shall be without prejudice to Pirinate's right to receive retainer payments and
reimbursement of expenses for all periods prior to the effective date of such
termination.
3. SERVICES PROVIDED BY PIRINATE. Pirinate shall provide the personal
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services of Xxxxx to MCC with respect to projects and duties personally assigned
to Xxxxx by the Board of Directors of MCC. Xxxxx shall serve as a Director,
Chairman of the Board, and Chief Executive Officer of MCC, and shall discharge
all duties and have all responsibilities traditionally associated with such
positions. Pirinate shall make Xxxxx reasonably available to MCC.
4. COMPENSATION FOR SERVICES. MCC shall compensate Pirinate for Xxxxx'
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services as follows:
A. Payment of Three Thousand Dollars ($3,000) per month in cash,
payable in advance on the first of each month throughout the term of this
Agreement; and
B. Two Thousand (2,000) shares of MCC stock per month shall accrue for
the benefit of Pirinate, and shall be earned and transferred to Pirinate at
the effective time of a merger between MCC and Polar Molecular Corporation
(the "Effective Time"), which stock shall be registered, and freely
tradable without restriction, at the Effective Time; and
C. Two Thousand Dollars ($2,000) per month in cash shall accrue for
the benefit of Pirinate and shall be earned and paid to Pirinate at the
Effective Time. In the event the $2,000 per month cannot be paid at the
Effective Time, Pirinate shall have the right to convert any amounts owed
under this 4(C) at the conversion rate of $1.00 per share; and
D. Forty Thousand (40,000) shares of MCC stock shall be issued to
Pirinate, and shall be transferred to Pirinate at the time this Agreement
is executed. Such shares cannot be transferred without registration under
the Securities Act and applicable state securities laws or an exemption
therefrom and will be "restricted securities" as that term is defined in
Rule 144 under the Securities Act. Restricted securities may be resold in
the public market only if they qualify for an exemption under Rule 144 or
144(k). Sales under Rule 144 are also subject to requirements with respect
to volume limitation, manner of sale, notice and the availability of
current public information about the Company. The Parties hereto agree that
the 40,000 shares shall constitute full and final settlement for any and
all prior unpaid compensation earned by Pirinate or Xxxxx under the Prior
Agreement or any other agreement between the Parties. MCC hereby grants
piggyback-registration rights on the shares at or subsequent to the
Effective Time.
E. Pirinate shall be reimbursed on a monthly basis and upon receipt of
Pirinate's monthly invoice for any and all reasonable out-of-pocket
expenses in connection with Xxxxx' services. Travel and other major
expenses shall be consistent with expense guidelines applicable to senior
executives of MCC.
F. Offering of Exempt Stock. Pirinate states that each has read and
agrees with and to the following:
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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED ("SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, OR
OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE
SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED
EXCEPT AS PERMITTED UNDER SUCH SECURITIES ACT OR SUCH LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM AND PURSUANT TO STATE SECURITIES OR BLUE SKY
LAWS.
THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS AS DEFINED IN RULE 501
OF REGULATION D UNDER THE SECURITIES ACT. IN MAKING AN INVESTMENT DECISION
ACCREDITED INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. PIRINATE
ACKNOWLEDGES THAT THEY HAVE REVIEWED ALL OF THE SEC PUBLIC REPORTS FILED BY THE
COMPANY AND THAT THEY HAVE REVIEWED THE FINANCIAL STATEMENTS OF THE COMPANY.
6. CONFIDENTIALITY. Pirinate and Xxxxx shall maintain all non-public
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information of MCC as strictly confidential except to the extent otherwise
required by applicable law or court order.
7. ENTIRE AGREEMENT. This Agreement contains the entire understanding of
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the parties hereto in respect to its subject matter. There are no restrictions,
promises, warranties, covenants, or undertakings, other than those expressly set
forth herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
8. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first
set out below.
FOR XXXXXXX COMMUNICATIONS CORPORATION, INC.
/s/ Xxxxx Xxxxxx 08/08/02
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Xxxxx Xxxxxx Date
Interim Principal Accounting Officer
FOR PIRINATE CONSULTING GROUP, L.L.C.
BY: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx Date
Managing Member
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx Date
An Individual
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