EXHIBIT 4.10
COMPENSATION AGREEMENT
This agreement is made and entered into as of the 6th day of July, 2001, by
and between Sporting Magic, Inc., a Delaware corporation ("Issuer") and the
undersigned ("Employee").
R E C I T A L S
A. WHEREAS, Issuer desires to reward Employee for Employee's past services
to Issuer and to provide Employee with the incentive to continue to assist
Issuer; and
B. WHEREAS, Issuer desires to compensate Employee for Employee's services
and to induce Employee to continue to assist Issuer, Employee desires to be
compensated by the receipt of such shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties agree as follows:
1. Employment Compensation. On the terms and subject to the conditions set
forth in this agreement, Issuer and Employee hereby agree that:
1.1 In recognition of all Employee's past efforts to and on behalf of
Issuer and as an incentive to Employee to continue to assist Issuer with its
efforts on behalf of and for Issuer, then for a period of not less than 90 days
after the date of this agreement, Employee shall continue to devote time and
effort to Issuer, including locating potential business opportunities for Issuer
and providing general business assistance to Issuer, all within the guidelines
established by Issuer from time to time (the "Employment Services"); and
1.2 Issuer agrees to issue to Employee and Employee agrees to accept
from Issuer, as compensation for the Employment Services, that number of shares
of Issuer's common stock which is set forth on the signature page of this
agreement (the "Shares").
2. Registration, Issuance and Delivery of Shares. Issuer agrees to register
the issuance of the Shares to Employee by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Employee and shall deliver the
stock certificate at the address specified by Employee in the delivery
instructions on the signature page of this agreement.
3. Issuer's Representations and Warranties. Issuer hereby represents and
warrants to Employee that:
3.1 Authority. The individual executing and delivering this agreement
on Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
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3.2 Enforceability. Issuer has duly executed and delivered this
agreement and (subject to its execution by Employee) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this agreement. Issuer is authorized to issue
25,000,000 shares of common stock, of which less than 1,000,000 are currently
issued and outstanding. All of Issuer's outstanding shares of common stock have
been duly and validly issued and are fully paid, non-assessable and not subject
to any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and delivered to Employee as payment for services rendered as
provided by this agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. Miscellaneous.
4.1 Assignment. This agreement is not transferable or assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be considered
in construing this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement
and understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the
provisions of this agreement may be waived, altered, amended or repealed, in
whole or in part, only upon the mutual written agreement of Employee and Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be
construed in accordance with the internal law of the State of California without
reference to its rules as to conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have duly executed thisagreement as of
the date first above mentioned.
"ISSUER":
SPORTING MAGIC, INC.,
a Delaware corporation
By: _________________________
Xxxxx Xxxxx, President and Chief
Executive Officer
"EMPLOYEE":
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Name of Employee (type or print)
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Signature and, if applicable, title
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Street address
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City, state/province, country and postal code
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Telephone
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Social Security Number or Federal Tax I.D.
Number
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Number of Shares
DELIVERY: The address for delivery of the
certificate representing the Shares, if different than
stated above, is as follows:
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