ZENASCENT, INC.
00 XXXX 00XX XXXXXX, XXXXX 000
XXX XXXX, XXX XXXX 00000
Xxxxx 00, 0000
Xxxxxx Xxxxx
000 Xxxx 00xx Xxxxxx
Xxxxxxxxx 00X
Xxx Xxxx, XX 00000
Dear Xxxxxx:
This Letter will confirm our agreement and understanding concerning the
cash payments and option grants ("Severance Package") to be issued to you in
consideration of your efforts in connection with the structuring and negotiation
of the transactions contemplated by the Amended and Restated Agreement and Plan
of Merger, dated as of February 21, 2002, by and among Zenascent, Inc., a
Delaware corporation ("Zenascent"), Zenascent Newco Inc., a Delaware
corporation, Xxxxxx Xxxxxxx Boxing, Inc., a Delaware corporation ("Boxing"),
Xxxxxx Xxxxxxx Promotions, Ltd., a New York corporation, Xxxxxx Xxxxxxx and
Xxxxx XxXxxxxxx (the "Merger Agreement"). Capitalized terms used herein without
definition shall have the respective meanings set forth in the Merger Agreement.
1. Payments. Your Severance Package consists of the following:
(i) Zenascent has granted and delivered to you an option ("Severance
Option") to purchase from Zenascent one hundred thousand (100,000) shares of
Zenascent's common stock, $0.01 par value per share. The Severance Option was
issued pursuant to the terms of that certain nonqualified stock option grant
certificate, dated as of February 21, 2002 (the "Grant Certificate"), which
Grant Certificate includes the following terms and provisions: (a) all of the
shares underlying the Severance Option shall vest on February 21, 2003, (b) the
exercise price for the shares underlying the Severance Option shall be $1.43,
and (c) the shares underlying the Severance Option shall be unregistered with
piggyback registration and shall contain a cashless exercise provision. You
hereby acknowledge your prior receipt of the Grant Certificate and the
associated Severance Option.
(ii) Zenascent shall pay you one-hundred forty thousand dollars
($140,000) (the "Severance Payments"). The first seventy-thousand dollars
($70,000) of the Severance Payments shall be made pro rata from the first
$500,000 in financing raised by Zenascent following the Second Acquiror
Financing (the "Subsequent Financing") and the balance of the Severance Payments
shall be made from the next $70,000 in financing raised by Zenascent after the
Subsequent Financing.
2. Resignation. I hereby resign as an employee of Zenascent and from
any and all offices which I hold in Zenascent, subject to and effective upon the
merger of Newco with and into Boxing.
3. Entire Agreement; Modification. This Letter, together with the
Merger Agreement, contains the entire agreement, and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof. This Letter may not be changed, modified,
extended or terminated except upon written amendment duly approved in writing by
each of the parties hereto.
4. Severability. If any term, provision, covenant or restriction of
this Letter is held by a court of competent jurisdiction or other authority to
be invalid, void, unenforceable or against its regulatory policy, the remainder
of this Letter shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
5. Binding Effect; Assignment. This Letter shall inure to the benefit
of, and shall be binding upon, the parties hereto and their respective
successors, permitted assigns, heirs and legal representatives. The rights and
obligations of a party hereunder may not be transferred or assigned.
6. Choice of Law; Jurisdiction. All questions pertaining to the
validity, construction, execution and performance of this Letter shall be
governed by and construed in accordance with the laws of the State of New York
without regard to the conflicts of laws provisions thereof. The parties hereby
submit to the exclusive jurisdiction of the United States District Court for the
Southern District of New York or, if jurisdiction in such court is lacking, the
courts of the State of New York sitting in New York County (as well as all
appropriate appellate courts), in connection with the adjudication of any
controversy or claim arising from, out of or relating to, this Letter or the
breach hereof.
7. Counterparts. This Letter may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
[Signatures follow on next page]
If this Letter correctly sets forth our understanding with respect to
the subject matter addressed herein, please execute this Letter in the space
provided below, whereupon it shall become a binding agreement between us.
Very truly yours,
ZENASCENT, INC.
By:
------------------------------------
Name:
Title:
Agreed to and accepted as of the date first written above.
------------------------------------
XXXXXX XXXXX
