EMPLOYMENT AGREEMENT
AGREEMENT made and entered into as of this 22nd day of November, 1999,
between Urban Cool Network, Inc., a Delaware corporation (the "Corporation")
having an address at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇,
III (the "Executive"), residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, Executive is presently employed by the Corporation; and
WHEREAS, the Corporation and the Executive desire to set forth the terms
of Executive's employment with the Corporation, pursuant to the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:
1. Term of Employment. The Corporation agrees to and does hereby employ
Executive, and Executive agrees to and does hereby accept employment by
the Corporation, as the Founder, Chairman, and Chief Executive Officer
of the Corporation, subject to the supervision and direction of its
Board of Directors, for the three (3) year period commencing on July 1,
1999, and ending at midnight on the thirtieth day of June, 2002 (the
"Term"). The Term shall be automatically renewed on an annual basis
(each such period, a "Renewal Period") for an additional year (the
"Renewal Term"), unless this Agreement is terminated in writing by the
Executive or the Corporation (the "Notice of Nonrenewal") not less than
one hundred eighty
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(180) days prior to the expiration of the Term or any Renewal Period,
unless otherwise terminated pursuant to the provisions of this
Agreement.
2. Duties of Executive. Executive shall devote such time, attention and
energy to the affairs of Corporation as shall be reasonably required to
perform his duties hereunder, and, in pursuance of the policies and
directions of the Board of Directors, Executive shall use his best
efforts to promote the business and affairs of the Corporation.
3. Base Compensation. In consideration of the Executive's services pursuant
to this Agreement, Corporation shall pay to Executive, during the period
of Executive's employment under this Agreement, (i) a salary at the rate
of One Hundred Seventy-Five Thousand Dollars ($175,000.00) per year for
the first year of this Agreement (the "Base Compensation); and (ii) for
each year thereafter, annual compensation shall be determined by the
Board of Directors, but in no event less than $175,000.00. The Base
Compensation shall be payable in equal installments, in accordance with
the Corporation's customary procedures for executive employees (but in
no event less frequently than semi-monthly), subject to applicable tax
and payroll deductions. The Board of Directors of the Corporation may
increase Executive's Base Compensation at such time or times and in such
amount or amounts as it may in its sole discretion determine.
4. Incentive Compensation. (a). Provided Executive has duly performed his
obligations pursuant to this Agreement, Executive will receive, as
additional compensation for the services to be rendered by Executive
under this Agreement, cash incentive compensation, the amount of which
shall be determined by the Board of Directors based on the Executive's
performance and contributions to the Corporation's success.
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(b). Provided Executive's employment continues during the term hereof
and he is in good standing, Executive shall receive stock options to
purchase shares in accordance with both the Corporation's 1999 Stock
Option Plan and its 1999 Executive Stock Option Plan.
5. Other Benefits. During the term of this Agreement the Executive shall be
entitled to participate in any benefit plans adopted by the Corporation
for the general and overall benefit of all employees and/or for key
executives of the Corporation such as health care, life insurance,
disability, stock option plans, tax, legal and financial planning
services, pension, profit sharing and savings. Executive shall be
entitled to receive at no cost full family coverage health care
insurance.
6. Vacation. Executive shall be entitled to a fully paid vacation of four
(4) weeks per calendar year, which vacation shall be scheduled at such
time or times as the Corporation in consultation with Executive may
reasonably determine.
7. Expenses.
(a) The Corporation shall pay or reimburse Executive for all reasonable
and necessary expenses incurred by him in connection with his duties
hereunder, upon submission by Executive to the Corporation of such
reasonable evidence of such expenses as the Corporation may require.
(b) Throughout the term of this Agreement, the Corporation will provide
Executive with the use of a motor vehicle of a class equivalent to that
currently utilized by the Executive for purposes within the scope of his
employment with Corporation and shall pay all expenses for fuel,
maintenance, parking, and insurance in connection with such use of the
motor vehicle.
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8. Insurance. The Corporation may from time to time apply for policies of
life, health and accident insurance or disability insurance upon the
Executive in such amounts as the Corporation deems appropriate. The
Executive agrees to aid the Corporation in procuring such insurance,
including submitting to a physical examination, if required, and
completing any and all forms required for application for any insurance
policy.
9. Support. The Executive shall be provided by the Corporation at its
expense with office space, furnishings and facilities, reserved parking,
secretarial and administrative assistance, supplies and other support
equipment (including a computer, mobile phone, facsimile machine and
photocopier).
10. No Forced Relocation. The executive shall not be required to move his
principal place of residence from the greater Dallas/ Fort Worth area or
to perform regular duties that could reasonably be expected to require
either such move against his wish or to spend amounts of time each week
outside the greater Dallas/ Fort Worth area which are unreasonable in
relation to his duties and responsibilities of the Executive hereunder,
and the Corporation agrees that, if it requests the Executive to make
such a move and the Executive declines the request, (i) that declination
shall not constitute any basis for a determination that Cause exists,
and (ii) no animosity or prejudice will be held against Executive.
11. Disclosure of Information. The Executive shall, during his employment
under this Agreement and thereafter, keep confidential and refrain from
disclosing to any unauthorized persons all data and information relating
to the respective businesses
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of the Corporation or any of its subsidiaries.
12. Intellectual Property Rights.
(a) The Executive shall promptly disclose to the Corporation in writing,
any and all charts, layouts, maps, inventions, improvements, techniques,
markets, sales and advertising plans, processes, concepts and plans,
whether or not copyrightable or patentable, secret processes and
"know-how," conceived by the Executive during the term of his employment
by the Corporation (the "Executive's Work Product"), whether alone or
with others and whether during regular working hours and through the use
of facilities and property of the Corporation or otherwise, which
directly relates to the present business of the Corporation. Upon the
Corporation's request at any time or from time to time during the Term
of the Executive's employment, the Executive shall (i) deliver to the
Corporation copies of the Executive's Work Product that may be in his
possession or otherwise available to him; and (ii) execute and deliver
to the Corporation such applications, assignments and other documents as
it may reasonably require in order to apply for and obtain copyrights or
patents in the United States of America and other countries with respect
to any Executive's Work Product that it deems to be copyrightable or
patentable, and/or otherwise to vest in itself full title thereto.
(b) All documents that pertain to the Corporation, including but not
limited to the Executive's Work Product, shall be the sole and exclusive
property of the Corporation. Upon the termination of the Executive's
employment, all such documents that may be in his possession or
otherwise available to him or shall
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thereafter come into his possession or control shall be promptly
returned to the Corporation without the necessity of a request therefor.
13. Non-Competition Covenant.
(a) The Executive shall not, during his employment by the Corporation,
engage, directly or indirectly, in any business competitive with the
business of the Corporation without the consent of the Board of
Directors.
(b) For a period of one (1) year after the termination of the
Executive's employment hereunder (the "Non-Competition Period"), for any
reason whatsoever, other than a termination by the Corporation without
Good Cause, the Executive shall not (i) engage, directly or indirectly,
as an officer, director, shareholder, owner, partner, joint venturer or
in a managerial capacity, whether as an employee, independent
contractor, consultant or advisor, or as a sales representative in any
business relating to Internet products and services, and directly
related activities as presently conducted by the Corporation throughout
the United States (the "Territory"), without the permission of the Board
of Directors, which permission shall not be unreasonably withheld or
delayed or (ii) induce or actively attempt to influence any other
employee or consultant of the Corporation to terminate his or her
employment or consultancy with the Corporation. Nothing herein contained
shall be deemed to prevent ownership by Executive (as said term is
defined in regulation 14(A) promulgated under the Securities Exchange
Act of 1934 as in effect on the date hereof), collectively, of not more
than 5% of the outstanding capital stock of a
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corporation listed on a national securities exchange.
(1) The parties to this Agreement consider the restrictions
contained herein reasonable as to the duration of the Non-Competition
Period and the extent of the Territory. However, if the duration if the
Non-Competition Period or the extent of the Territory herein specified
should be judged unreasonable by any Court or arbitration proceeding,
the validity and effect of the remaining provisions of this Agreement
shall not be affected thereby and, the duration of the Non- Competition
Period shall be reduced by such number of months and/or the area of the
Territory shall be reduced such that, the Territory and the
Non-Competition Period shall be deemed reasonable so that the foregoing
covenant not to compete may be enforced.
(2) Executive agrees and recognizes that in the event of a
breach of threatened breach by Executive of the provisions of the
aforegoing covenants, the Corporation may suffer irreparable harm, and
that money damages may not be an adequate remedy. Therefore, the
Corporation shall be entitled as a matter of right to specific
performance of the covenants of Executive contained herein by way of
temporary or permanent injunctive relief in a Court of competent
jurisdiction.
14. Termination. This Agreement and Executive's employment may be terminated
in any one of the following ways:
(a) Termination of Employment by the Corporation. The
Corporation shall be entitled, if acting at the direction of the
Required Board Majority, to terminate the Executive's employment at any
time with or without Good Cause. The
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Corporation's termination of the Executive's employment will be
effective on the date the Corporation delivers a notice of termination
to the Executive pursuant to this Section 14(a) (together with any
required certified Board resolution). If the Corporation terminates the
Executive's employment for Good Cause, the Corporation shall, within
thirty (30) business days thereafter, pay the Executive an amount equal
to the Accrued Benefits plus severance pay and, when that payment is
made, the Corporation shall have no further obligation hereunder to
compensate the Executive. If the Corporation terminates the Executive's
employment without Good Cause, or elects not to renew Executive's
employment upon expiration of the original term or any renewal term, the
Corporation shall, within thirty (30) business days thereafter, pay the
Executive an amount equal to the sum of Accrued Benefits, plus the
Severance Payment, and shall continue to provide health insurance
benefits for the Executive, his spouse and minor children, if any (on
the same terms in effect on the Termination date) for a period of three
(3) years after the termination date.
(b) Termination of Employment by the Executive. The Executive
shall be entitled to terminate his Employment, by delivery of a notice
of termination to the Corporation: (1) for Good Reason at any time
within one hundred eighty (180) days after the facts or circumstances
constituting that Good Reason first exist and are known to the
Executive, (ii) in the event of his Disability, as provided in Section
14(c), or (iv) without Good Reason and other than for Disability at any
time. If the Executive terminates his Employment for Good Reason, the
Corporation shall pay to the Executive in a cash lump sum within five
(5) business days after the date the
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Corporation receives the Executive's notice of termination, an amount
equal to the sum of Accrued Benefits plus the Severance Payment, and
shall continue to provide health insurance benefits for the Executive,
his spouse and minor children (on the same terms in effect on the
Termination date) for a period of three (3) years after the termination
date. If the Executive terminates his Employment without Good Reason and
other than for Disability, the Corporation shall pay to the Executive,
in a cash lump sum within five (5) business days after the termination
date, the Accrued Benefits.
(c) Termination by Reason of Disability. If the Executive incurs
any Disability prior to termination of this Agreement, either the
Executive or the Corporation may terminate the Executive's Employment
effective on the date the Nonterminating Party receives a notice of
termination from the Terminating Party pursuant to this Section 14(c);
provided, however that the Corporation shall, within five (5) business
days thereafter, pay the Executive an amount equal to the sum of Accrued
Benefits plus the Termination Payment, and the Corporation shall
continue to provide health insurance benefits for the Executive, his
spouse and minor children (on the same terms in effect on the
Termination date) for a period of three (3) years after the Termination
date.
(d) Termination of Employment by Death. The Executive's
Employment shall terminate automatically at the time of his death. If
the Executive's Employment is terminated by reason of the Executive's
death, the Corporation shall pay to the Executive's estate, in a cash
lump sum within thirty (30) days after the
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Termination date, an amount equal to the sum of the Accrued Benefits
plus the Termination Payment, and shall continue to provide health
insurance benefits for the Executive's spouse and minor children (on the
same terms in effect on the Termination date) for a period of three (3)
years after the Termination date.
(e) Return of Property. On termination of the Executive's
Employment, however brought about, the Executive (or his
representatives) shall promptly deliver and return to the Corporation
all the Corporation's property that is in the possession or under the
control of the Executive.
(f) Stock Options. Notwithstanding any provision of this
Agreement to the contrary: (i) except in the case of a termination of
the Executive's Employment for Cause, all stock options previously
granted to the Executive under Incentive Plans that have not been
exercised and are outstanding as of the time immediately prior to the
Termination date shall, notwithstanding any contrary provision of any
applicable Incentive Plan, automatically become vested and immediately
exercisable, and remain outstanding until exercised or the expiration of
their term, whichever is earlier; and (ii) in the case of a termination
of the Executive's Employment for Cause, all stock options previously
granted to Executive under Incentive Plans that have not been exercised
and are outstanding as of the Termination date shall automatically be
terminated, unless the Compensation Committee determines otherwise in
its discretion, notwithstanding any contrary provision of any applicable
Incentive Plan.
(g) Change in Control of the Corporation. In the event of a
"Change in Control" (as defined below) of the Corporation during the
Term, Executive may
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terminate this Agreement as provided herein.
Upon termination of this Agreement for any reason provided
above, Executive shall be entitled to receive all compensation earned
and all benefits and reimbursements due through the effective date of
termination. Additional compensation subsequent to termination, if any,
will be due and payable to Executive only to the extent and in the
manner expressly provided above or in paragraph 5 hereof.
If termination of Executive's employment arises out of the
Corporation's failure to pay Executive on a timely basis the amounts to
which he is entitled under this Agreement or as a result of any other
breach of this Agreement by the Corporation, the Corporation shall pay
all amounts and damages to which Executive may be entitled as a result
of such breach, including interest thereon and all reasonable legal fees
and expenses and other costs incurred by Executive to enforce his rights
hereunder. Further, none of the provisions of paragraph 11 hereof shall
apply in the event this Agreement is terminated as a result of a breach
by the Corporation.
15. Change in Control.
(a) Unless Executive elects to terminate this Agreement pursuant
to subparagraph (c) below, Executive understands and acknowledges that
the Corporation may be merged or consolidated with or into another
entity and that such entity shall automatically succeed to the rights
and obligations of the Corporation
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hereunder or that the Corporation may undergo another type of Change in
Control. In the event such a merger of consolidation or other Change in
Control is initiated prior to the end of the Term, then the provisions
of this paragraph shall be applicable.
(b) In the event of a pending Change in Control wherein the
Corporation and Executive have not received written notice at least five
(5) business days prior to the anticipated closing date of the
transaction giving rise to the Change in Control from the successor to
all or a substantial portion of the Corporation's business and/or assets
that such successor is willing as of the closing to assume and agree to
perform obligations under this Agreement in the same manner and to the
same extent that the Corporation is hereby required to perform, then
such Change in Control shall be deemed to be a termination of this
Agreement by the Corporation without Good Cause during the Term and the
applicable portions herein will apply; however, under such
circumstances, the amount of the lump-sum severance payment due to
Executive shall be twice the amount of the Severance Payment and the
non-competition provisions herein shall not apply whatsoever.
(c) In any Change in Control situation, Executive may, at his
sole discretion, elect to terminate this Agreement by providing written
notice to the Corporation at least five (5) business days prior to the
anticipated closing of the transaction giving rise to the Change in
Control. In such case, the Corporation shall pay to Executive the amount
of the Severance Payment and the non-competition provisions herein shall
all apply for a period of one (1) year from the effective date of
termination.
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(d) For purposes of applying paragraph 12 hereof under the
circumstances described in (b) and (c) above, the effective date of
termination will be the closing date of the transaction giving rise to
the Change in Control and all compensation, reimbursements and lump-sum
payments due Executive must be paid in full by the Corporation at or
prior to such closing. Further, Executive will be given sufficient time
and opportunity to elect whether to exercise all or any of his options
to purchase shares of common stock of the Corporation, such that he may
convert the options to shares prior to the closing of the transaction
giving rise to the Change in Control, if he so desires.
(e) A "Change in Control" shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended, as in effect on the date of this Agreement, or
if Item 6(c) is no longer in effect, any regulations issued by the
United States Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, which serve similar
purposes; provided further that, without limitation, a Change in Control
shall be deemed to have occurred if and when:
(i) the following individuals no longer constitute a majority of
the members of the Board of Directors of (A) the individuals who, as of
the day after the closing date of the Corporation's initial public
offering, constitute the Board of Directors of the Corporation (the
"Original Directors"); (B) the individuals who thereafter are elected to
the Board of Directors of the Corporation and whose
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election, or nomination for election, to the Board of Directors of the
Corporation was approved by a vote of at least two-thirds (2/3) of the
Original Directors then still in office (such directors becoming
"Additional Original Directors" immediately following their election);
and (c) the individuals who are elected to the Board of Directors of the
Corporation and whose election, or nomination for election, to the Board
of Directors of the Corporation was approved by a vote of at least
two-thirds (2/3) of the Original Directors and Additional Original
Directors then still in office (such directors also becoming "Additional
Original Directors" immediately following their election);
(ii) a tender offer or exchange offer is made whereby the effect
of such offer is to take over and control the Corporation, and if such
offer is consummated for the equity securities of the Corporation
representing twenty percent (20%) or more of the combined voting power
of the Corporation's then outstanding voting securities;
(iii) the stockholders of the Corporation shall approve a
merger, consolidation, recapitalization, or reorganization of the
Corporation, a reverse stock split of outstanding voting securities, or
consummation of any such transaction if stockholder approval is not
obtained, other than any such transaction which would result in at least
seventy-five percent (75%) of the total voting power represented by the
voting securities of the surviving entity outstanding immediately after
such transaction being beneficially owned by at least seventy-five
percent (75%) of the holders of outstanding voting securities of the
Corporation immediately prior to the
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transaction, with the voting power of each such continuing holder
relative to other such continuing holders not substantially altered in
the transaction; or
(iv) the stockholders of the Corporation shall approve a plan of
complete liquidation of the Corporation or an agreement for the same or
disposition by the Corporation of all or a substantial portion of the
Corporation's assets to another person or entity which is not a
wholly-owned subsidiary of the Corporation (i.e., fifty percent (50%) or
more of the total assets of the Corporation).
(f) Sales of the Corporation's Common Stock beneficially owned
or controlled by the Corporation shall not be considered in determining
whether a Change in Control has occurred.
(g) Executive shall be notified in writing by the Corporation at
any time that the Corporation or any member of its Board anticipates
that a Change in Control may take place.
(h) In the event that a Change in Control occurs and the
aggregate amount of any payments made to Executive hereunder, or
pursuant to any plan, program or policy of the Corporation in connection
with, on account of, or as a result of, such Change in Control
constitutes "excess parachute payments" as defined in Section 280G of
the Internal Revenue Code of 1986, as amended (the "Code"), subject to
the excise tax imposed by Section 4999 of the Code, or any successor
sections thereof, Executive shall receive from the Corporation, in
addition to any other amounts payable under this Agreement, a lump sum
payment equal to the amount of (i) such excise tax, and (ii) the federal
and state income taxes payable by the Executive with
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respect to any payments made to Executive under this subparagraph (h).
Such amount will be due and payable by the Corporation or its successor
within ten (10) days after executive delivers a written request for
reimbursement accompanied by a copy of his tax return(s) showing the
excise tax actually incurred by Executive.
16. Indemnification. In the event Executive is made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by the Corporation against Executive), by reason of the fact that he is
or was performing services under this Agreement, then the Corporation
shall indemnify Executive against all expenses (including attorney's
fees), judgments, fines and amounts paid in settlement, as actually and
reasonably incurred by Executive in connection therewith to the maximum
extent permitted by applicable law. The advancement of expenses shall be
mandatory. In the event that both Executive and the Corporation are made
a party to the same third-party action, complaint, suit or proceeding,
the Corporation agrees to engage competent legal representation, and
Executive agrees to use the same representation, provided that if
counsel selected by the Corporation shall have a conflict of interest
that prevents such counsel from representing Executive, Executive may
engage separate counsel and the Corporation shall pay all attorneys'
fees of such separate counsel. Further, while Executive is expected at
all times to use his best efforts to faithfully discharge his duties
under this Agreement, Executive cannot be held liable to the Corporation
for errors or omissions made in good faith where Executive has not
exhibited gross,
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willful and wanton negligence and misconduct or performed criminal and
fraudulent acts which materially damage the business of the Corporation.
17. Effect of Waiver. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach thereof.
18. Notices. Any notice permitted, required, or given hereunder shall be in
writing and shall be personally delivered; or delivered by any prepaid
overnight courier delivery service then in general use; or mailed,
registered or certified mail, return receipt requested, to the addresses
designated herein or at such other address as may be designated by
notice given hereunder:
If to: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
If to: Urban Cool Network, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Delivery shall be deemed made when actually delivered, or if mailed,
three days after delivery to a United States Post Office.
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19. Assignment. Executive shall not be entitled to assign his rights, duties
or obligations under this Agreement.
20. Amendments. The terms and provisions of this Agreement may be amended or
modified only by a written instrument executed by the party to be
charged by such amendment or modification.
21. Governing Law. The terms and provisions herein contained and all the
disputes or claims relating to this Agreement shall be governed by,
interpreted and construed in accordance with the internal laws of the
State of Texas, without reference to its conflict of laws principles.
22. Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.
23. Merger and Severability. This Agreement shall constitute the entire
Agreement between the Corporation and Executive with respect to the
subject matter hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability
of any other provision.
24. Counterparts; Facsimile. This Agreement may be executed by facsimile and
in two (2) or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
instrument.
25. Definitions A. "Accrued Benefits" means an amount equal to the sum of
(a) the portion of the Base Salary payable through and including the
Termination date which
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has not yet been paid, (b) all compensation previously deferred
by the Executive (together with any accrued interest and
earnings thereon) which has not yet been paid, and (c) any
accrued but unpaid expense reimbursements and vacation pay.
B. Good Cause. "Good Cause," shall mean any one or more of the
following: (1) Executive's willful, material and irreparable
breach of this Agreement; (2) Executive's gross negligence in
the performance or intentional nonperformance (continuing for
ten (10) days after receipt of written notice of need to cure)
of any of Executive's material duties and responsibilities
hereunder; (3) Executive's willful dishonesty, fraud or
misconduct with respect to the business or affairs of the
Corporation which materially and adversely affects the
operations or reputation of the Corporation; (4) Executive's
conviction of a felony crime; or (5) confirmed positive illegal
drug test result.
C. "Good Reason" for the Executive's termination of his Employment
means: (a) any violation hereof in any material respect by the
Company; (b) without approval of 5/7 of the Board either (1) a
failure of the Company to continue in effect any Compensation
Plan in which the Executive was participating, or (2) the taking
of any action by the Company which would adversely affect the
Executive's participation in or materially reduce the
Executive's benefits under, any such Compensation Plan; or (c)
the assignment to the Executive of duties inconsistent in any
material respect with the Executive's then current
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positions (including status, offices, titles and reporting
requirements), authority, duties or responsibilities or any
other action by the Company which results in a material
diminution in those positions, authority, duties or
responsibilities.
D. "Required Board Majority" means at any time a majority of the
members of the entire Board then in office which shall include
at least a majority of the Outside Directors then in office.
E. "Severance Payment" means at any time an amount equal to three
(3) times the Executive's Average Annual Compensation during the
term of this Agreement.
F. "Termination Payment" means at any time an amount equal to one
and one-half (1.5) times the Executive's Average Annual
Compensation during the term of this Agreement.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures the
day and year first above written.
Urban Cool Network, Inc.
By:_______________________________________
Name:
Title:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Chief Executive Officer
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