EXHIBIT 10.36
PRINCETON VIDEO IMAGE, INC.
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February 18, 2003
Presencia en Medios, S.A. de ▇.▇.
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Attn: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇
Re: Reorganization Agreement dated as of December 28, 2000 by and among
Presencia en Medios, S.A. de C.V., ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, Presence in Media LLC, Virtual Advertisement LLC, PVI LA,
LLC, Princeton Video Image, Inc. and Princeton Video Image Latin
America, LLC, as amended by Amendment Agreement dated as of February
4, 2001 (collectively, the "Agreement")
Dear ▇▇. ▇▇▇▇:
This will confirm the agreement of the parties regarding the above
referenced Agreement.
Section 7.1(a) of the Agreement is hereby amended to read in its entirety
as follows:
(a) Board Representation. As used herein "Required Number of
Directors" shall mean a number of members of the PVI Board
determined as follows:
From and after the Closing
Date, if the number of shares
of PVI Common Stock held by
the Seller Group represents a then the number of
percentage of all outstanding Required Directors
PVI Common Stock that is is
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Greater than 10% 3
Greater than 3% but less than
or equal to 10% 1
provided that from and after the first date after the Closing
Date on which the number of shares of PVI Common Stock held by
the Seller Group is less than fifty percent (50%) of the
number of shares of PVI Common Stock held by the Seller Group
immediately following the Closing, the Required Number of
Directors shall be reduced to zero.
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From and after the Closing Date, the Purchaser agrees to take
such action as may be necessary to (i) nominate and recommend
for election the Required Number of Directors designated by
the Seller; (ii) as long as the Required Number of Directors
is at least one (1), nominate as a director of each of (w) the
Corporation, (x) any entity of which the Corporation is a
Subsidiary (other than any entity of which the Purchaser is a
direct or indirect Subsidiary), (y) any entity which is a
Subsidiary of the Corporation and (z) any Subsidiary of the
Purchaser as to which a member of the PVI Board who is not a
full-time employee of the Purchaser is then serving as a
director which Subsidiary is actively undertaking business or
has conducted or proposes to conduct any debt or equity
financing other than with the Purchaser or any of its
Subsidiaries, one (1) individual designated by the Seller and
at any time when the Purchaser or any of its Subsidiaries owns
a majority of the voting securities of such entity cause the
election as a director of such designee at each annual meeting
of shareholders of such entity, provided that this subsection
(ii) of this Section 7.1(a) shall not apply to the board of
directors of the Corporation at any time when ▇▇▇▇▇ ▇▇▇▇ or
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is a member of such board of directors; and
(iii) as long as the Required Number of Directors is at least
one (1), appoint to such committees of the PVI Board as the
Seller shall request and the nominating committee shall
approve, such approval not to be unreasonably withheld
(provided that such committees shall constitute not less than
one-half of the committees of the PVI Board and shall include
the nominating committee and the executive committee at any
time when such committees exist) one (1) of the members of the
PVI Board that was designated by the Seller. The initial
designees of the Seller to the PVI Board shall be ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇. The Purchaser or
its Subsidiary, as applicable, shall provide the Seller with
not less than 75 days' prior notice of any meeting at which
directors are to be elected. The Seller Shall give notice to
the Purchaser or its Subsidiary no later than 60 days prior to
such meeting of the persons designated by it as nominees for
election as directors. If the Seller fails to give notice to
the Purchaser or its Subsidiary as provided above, the
designees of the Seller then serving as directors shall be its
designees for re-election. In the event a designee of the
Seller is unwilling or unable to serve as a director of a
Subsidiary of the Purchaser or on the PVI Board or a committee
thereof, the Seller shall be entitled to designate a
replacement member as a director of such Subsidiary or to the
PVI Board or a committee thereof, as the case may be, which
the Purchaser agrees to recommend for election or appointment
at any applicable meeting of the PVI Board or shareholders of
the Purchaser or such Subsidiary. All members of the Seller
Group shall vote all shares over which they exercise voting
control in favor of the designees of the Seller. If the
shareholders of
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the Purchaser do not elect the designee(s) of the Seller as
director(s) of the Purchaser, the Purchaser shall take all
action required to increase the size of its Board of Directors
by the number of designees not elected and shall appoint such
designees to fill such newly-created directorships. The Seller
agrees that it may not designate an employee of the Purchaser
or any Subsidiary of the Purchaser for election to the board
of directors of a Subsidiary of the Purchaser, the PVI Board,
or any committee thereof, unless such board of directors or
the PVI Board already contains an employee of the Purchaser
other than the Chairman and the Chief Executive Officer of the
Purchaser; provided, however, that the foregoing restriction
shall not apply to a designation by Seller of ▇▇▇▇▇ ▇▇▇▇
and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for election to the board of directors
of a Subsidiary of the Purchaser, the PVI Board, or any
committee thereof at any time at which Seller is entitled to
make such a designation. So long as the Required Number of
Directors is at least one (1), a designee of the Seller shall
be entitled to receive prompt notice of, and to attend,
meetings of all committees of the PVI Board of which a
designee of the Seller is not a member.
The authorized signatures below will confirm the amendment to Section
7.1(a) of the Agreement as set forth above. Your attention to this matter is
greatly appreciated.
Sincerely,
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
President and Chief Operating Officer
ACCEPTED AND AGREED TO:
Presencia en Medios, S.A. de C.V.:
By: /s/ ▇▇▇▇▇ ▇▇▇▇ (Power of attorney)
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: President
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Date:
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Presence in Media LLC:
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
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Title:
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Date:
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▇
▇▇▇ ▇▇, LLC:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: C.O.O.
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Date: 18-Feb-2003
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Princeton Video Image Latin America, LLC:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: C.O.O.
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Date: 18-Feb-2003
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DESIGNATED PARTIES:
/s/ ▇▇▇▇▇ ▇▇▇▇ (Power of Attorney)
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/s/ ▇▇▇▇▇ ▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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CONSENTED TO:
PVI Holding, LLC:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Title:
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Date:
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