EXHIBIT 10.3
April 28, 1999
Xx. Xxxxxxxxxxx X. XxXxxx
c/o Xxxxx X. Xxxxxxxxxx, Esq.
Ziffren, Brittenham, Branca & Xxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000-0000
Dear Xx. XxXxxx:
On behalf of Metro-Xxxxxxx-Xxxxx, Inc. ("MGM"), we want to express our
gratification that you and MGM have entered into the Employment Agreement of
even date herewith.
In order to give tangible expression to MGM's confidence that the
relationship between you and MGM will be beneficial to both parties, MGM, acting
through its Compensation Committee, has determined to award you 500,000 shares
of MGM Common Stock (the "Shares").
MGM will issue and deliver the Shares to you within ten (10) business days
after the Effective Date of the Employment Agreement. The Shares shall not be
registered under the Securities Act of 1933, as amended (the "Act"), and the
certificate or certificates representing such Shares shall be legended to the
foregoing effect. MGM shall file an appropriate application to the New York
Stock Exchange to list the Shares for trading on such exchange.
By your signing and returning this letter, you represent and warrant that
you are an accredited investor under the Act, are acquiring the Shares for
investment purposes and not with a view to sell or otherwise dispose of such
Shares in violation of the Act, have had full access to the information
concerning MGM which you requested, and are aware that the Shares may not be
sold or otherwise disposed of except in compliance with the registration
requirements of the Act or pursuant to an exemption from registration. You
further acknowledge that the issuance of the Shares may result in your receipt
of taxable income, and agree that you will be solely responsible for the payment
of all taxes resulting from your receipt of the Shares and hereby indemnify and
hold MGM harmless from and against all such taxes (including, without
limitation, any interest and penalties which may arise from your failure to
timely pay such taxes or MGM's not making tax withholdings with respect to such
Shares).
Very truly yours,
Metro-Xxxxxxx-Xxxxx, Inc.
April 28, 1999
Accepted and Agreed By: /s/ Xxxxxxxxxxx X. XxXxxx
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