EXHIBIT 10.12
Xxxxx Dead, Inc.
0000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Agreement Regarding Board of Directorship
Between Xxxxx Dead, Inc. and Xxxxx X. Xxxxxxx
As of August 15, 2003
Xx. Xxxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxxxxxxx, #000
Xxx Xxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
In consideration for your agreement to serve as a member of the Board of
Directors of Xxxxx Dead, Inc. (the "Company") and as a member of the Audit
Committee and the Compensation Committee, we have consented to the transfer to
you by Mr. Xxxxx Xxxxx of 36,000 shares (the "Shares") of the Company's Common
Stock, par value $0.001 per share, previously issued to him by the Company and
subject to the terms of an agreement dated as of December 1, 2002 in form
substantially similar to this Agreement.
We have agreed that if you cease to be a director of the Company,
for any reason, prior to the successful completion of the Company's initial
public offering and the sale of the securities registered in connection with
such offering (the "IPO"), the Company will have the right to repurchase all of
the Shares for an aggregate price of $36 ($0.001 per Share). If you cease to be
a director of the Company, for any reason, within one year following the
successful completion of the IPO, the Company will have the right to repurchase
75% of the Shares, at a price of $0.001 per Share (as adjusted for stock splits,
recapitalizations or the like). If you cease to be a director of the Company,
for any reason, after the first anniversary of the completion of the IPO but
before the second anniversary, the Company will have the right to repurchase 50%
of the Shares, at a price of $0.001 per Share (as adjusted for stock splits,
recapitalizations or the like). After the second anniversary of the successful
completion of the IPO, the Company will no longer have any right to repurchase
any of the Shares.
Any certificates representing the Shares may have a restrictive
legend to such effect reflecting the rights of the Company to repurchase the
Shares.
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.
By: /s/ XXXXXXX X. XXXX III
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(Xxxxxxx X. Xxxx III)
President and Chief Executive Officer
ACCEPTED AND AGREED:
/s/ XXXXX X. XXXXXXX
--------------------
(Xxxxx X. Xxxxxxx)
II-25
