EXHIBIT 10.13
Xxxxx Dead, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
As of August 15, 2003
Mr. Xxxxx Xxxxx
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000
Xx. Xxxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxxxxxxx, #000
Xxx Xxxxxxx, XX 00000
Gentlemen:
This letter confirms our agreement regarding Xx. Xxxxxxx'x joining
the Board of Directors of Xxxxx Dead, Inc. (the "Company"), and in connection
therewith, the transfer by Xx. Xxxxx to Xx. Xxxxxxx of 36,000 shares of Common
Stock of the Company in consideration of the amount of $36.00.
We have agreed as follows:
1. Effective as of the date hereof, Xx. Xxxxxxx has become a director
of the Company and a member of the Audit Committee and the
Compensation Committee of the Board of Directors of the Company (the
"Board"), pursuant to the actions of the Board by Unanimous Written
Consent dated as of the date hereof.
2. Xx. Xxxxx has agreed to sell to Xx. Xxxxxxx 36,000 shares of Common
Stock for the aggregate consideration of $36.00, the same price Xx.
Xxxxx paid the Company for the original issuance of such shares to
him in December 2002 (prior to a stock split and recapitalization in
February 2003). The Company hereby consents to his transfer of the
shares to Xx. Xxxxxxx. Xx. Xxxxx will promptly deliver to the
Company his original stock certificate No. 6 representing the 72,000
shares of Common Stock initially issued to him, together with a
stock power or an endorsement of the reverse side of such stock
certificate authorizing the transfer of 36,000 shares to Xx.
Xxxxxxx. The Company will promptly issue replacement certificates
for Xx. Xxxxx and Xx. Xxxxxxx for 36,000 shares each, containing the
appropriate restrictive legends previously appearing on Certificate
No. 6.
3. Xx. Xxxxxxx agrees that his ownership of the shares purchased from
Xx. Xxxxx, and the Company's ability to repurchase such shares, will
be subject to the Agreement regarding Board Directorship dated as of
the date hereof between the Company and Xx. Xxxxxxx.
4. The Company and Xx. Xxxxx agree that the Agreement regarding Board
Directorship dated as of December 1, 2002 between the Company and
Xx. Xxxxx is hereby amended to provide that the "Shares" referred to
therein now means the 36,000 shares of Common Stock currently owned
by Xx. Xxxxx, rather than the 72,000 shares originally issued to him
by the
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Company. Except as otherwise provided herein, such Agreement remains
in full force and effect.
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/ XXXXXXX X. XXXX III
-------------------------------------
(Xxxxxxx X. Xxxx III)
President and Chief Executive Officer
ACCEPTED AND AGREED:
/S/ XXXXX X. XXXXX
-------------------
(Xxxxx X. Xxxxx)
/S/ XXXXX X. XXXXXXX
---------------------
(Xxxxx X. Xxxxxxx)
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