EXHIBIT 10.6
ENDORSEMENT AGREEMENT
This agreement is entered into as of this 20 day of August 1999, between
Carbite, Inc. a California corporation located at 6330 Xxxxx Xxxxx Xx. Xxxxx
000, Xxx Xxxxx XX. 00000 (herein after referred to as "Carbite") and Xxxxx
Xxxxxxx Productions, Inc. an Indiana corporation located at P0 Xxx 0000, Xxx
Xxxxxx, XX 00000 (herein after referred to as "Xxxxxxx").
Whereas, Xxxxxxx represents it owns all the rights to the Xxxxx Xxxxxxx who is
known through the world as a professional golfer; and
Whereas, Carbite manufactures and distributes products world wide; and
Whereas, Carbite is desirous of acquiring the exclusive rights to use Xxxxxxx'x
name and likeness in promoting the company and products of Carbite, or other
brand to be acquired;
Therefore, in consideration of the Agreement herein and for other good valuable
consideration, it is agreed to as follows:
1. Xxxxxxx agrees to allow the unlimited worldwide use of Xxxxxxx'x name and
likeness in the promotion of Carbite products under the Carbite name or other
brand to be acquired. The use of the image and direct quotes will be
submitted to Xxxxxxx in advance for approval and such approval will not be
unreasonable withheld. Carbite agrees not to use Xxxxxxx in the promotion of
specific products that will violate the endorsement agreements currently in
place.
2. Xxxxxxx will provide a link from xxx.xxx.xxx to domains that Carbite will
designate. Carbite will provide a link from Carbite domains to xxx.xxx.xxx.
Xxxxxxx will be available occasionally for on line chats providing time and
schedule permitting.
3. Xxxxxxx will carry a Carbite or other brand to be acquired golf bag while
competing on the PGA and Senior PGA TOUR, while attending corporate outings
and all golf functions and activities in general and continue to conduct
himself in a professional manner.
4. Xxxxxxx will use his best efforts to attempt to use products produced by
Carbite or other brand to be acquired. At a minimum, Xxxxxxx will use 10
Carbite or other brand to be acquired clubs including Carbite wedges and
putter. Carbite agrees to allow Xxxxxxx to continue to play the Daiwa 153
irons until such time as Carbite has an agreement with Daiwa for the
continued use of the trademark or Carbite can provide an acceptable
replacement. Xxxxxxx will wear a Carbite or company to be acquired shirt for
advertising or promotional purposes.
5. Xxxxxxx will occasionally advise and consult with Carbite on golf club
design.
6. Xxxxxxx will provide a maximum of 8 days per contract year (dates, times,
locations and schedule permitting) for sales and marketing of Carbite or
other brand to be acquired products including filming infomercials, trade
shows, customer meetings, etc. Carbite agrees to the best of its ability to
have as many of these dates as possible at Covered Bridge Golf Course.
7. Xxxxxxx will use his best efforts to aid Carbite in corporate development.
Carbite anticipated the need to use Xxxxxxx to periodically meet with
investment bankers, investors and shareholders among others to develop and
expand relationships that will benefit the company. These meetings will be
arranged in advance to meet the time and schedule of Xxxxxxx.
8. Carbite agrees to pay Xxxxxxx according to the following schedule.
a. For the 6 months following the signing to the contract, $50,000 in cash
(to be paid $25,000 upon execution of this agreement and $25,000 in 90
days from this date). $88,000 in Carbite stock payable in the form of
compensation stock or as options (number of shares to be determined on the
date of execution of this agreement based on the closing price of the
stock).
b. For year 1. $200,000 in cash (to be paid quarterly). $100,000 in Carbite
stock payable in the form of compensation stock or as options (number of
shares to be determined on February \\19\\th in the year 2000 based on the
closing price of the stock on that day).
c. For year 2. $200,000 in cash (to be paid quarterly). $100,000 in Carbite
stock payable in the form of compensation stock or as options (number of
shares to be determined on February \\19\\th in the year 2001 based on the
closing price of the stock on that day).
d. For year 3. $275,000 in cash (to be paid quarterly). $225,000 in Carbite
stock payable in the form of compensation stock or as options (number of
shares to be determined on February \\19\\th in the year 2002 based on the
closing price of the stock on that day).
e. For year 4. $300,000 in cash (to be paid quarterly). $250,000 in Carbite
stock payable in the form of compensation stock or as options (number of
shares to be determined on February \\19\\th in the year 2003 based on the
closing price of the stock on that day).
f. For year 5. $325,000 in cash (to be paid quarterly). $250,000 in Carbite
stock payable in the form of compensation stock or as options (number of
shares to bedetermined on February 19 in the year 2004 based on the
closing price of the stock on that day).
9. Carbite agrees to pay all reasonable and necessary expenses involved in
sales and marketing or corporate development appearances including first
class travel hotel and meal expenses.
10. Xxxxxxx will compete in a minimum of 15 PGA tournaments per year. If for
whatever reason, Xxxxxxx plays in less than 15 PGA tournaments in any year,
the compensation will be reduced by dividing the compensation by 15 and
multiplying by the number of events played.
11. Carbite can terminate the contract for the following reasons,
x. Xxxxxxx is unable to compete due to serious injury or dies.
b. Carbite gross sales do not exceed $25,000,000 for the calendar year of
2001.
12. Carbite will indemnify Xxxxxxx from any claims and damages arising from the
use of the endorsed product or the endorsement of the products or the
advertising of Carbite products.
13. This agreement shall be governed by the laws of the State of California. Any
disputes between the parties that can not be resolved will be determined by
arbitration according with the American Arbitration Association. The
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements.
14. The contract period shall commence on August 20, 1999 and conclude on
February 20,2005 unless sooner terminated, extended or renewed in accordance
with this agreement.
15. Nothing contained in this Agreement shall be construed as establishing an
employer/employee relationship between Carbite and Xxxxxxx. There shall be
no withholdings for tax purposes from any payments due to Xxxxxxx from
Carbite.
16. Neither party shall have any right to grant sublicenses to otherwise assign
any of its rights or obligations in this Agreement with out the express
written consent of the other party.
17. All notices and statements shall be sent via overnight express to the
following addresses.
Carbite, Inc.
0000 Xxxxx Xxxxx Xx. Xxxxx 000
Xxx Xxxxx, XX. 00000
Attention: Xxxx Xxxxxxxxxxx
Xxxxx Xxxxxxx Productions, Inc.
P0 Xxx 0000
Xxx Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx
In Witness, the parties in this Agreement have caused it to be executed as of
the \\20\\th day of August 1999.
Date: August 20, 1999
Carbite, Inc.
By:
Xxxx Xxxxxxxxxxx
Date: August 20, 1999
Xxxxx Xxxxxxx Productions
