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Title: |
Agreement |
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Date: |
2003 |
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Preview shows 5KB of 37KB total |
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$36 |
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ID: |
#393521 |
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AGREEMENT
Agreement dated May 28, 2003 between George Foreman ("Foreman")
and Salton, Inc. ("Salton").
Whereas:
A. Foreman is well known celebrity in the United States and other parts of the
world, possesses a demonstrated ability to interest consumers in the
purchase of goods and services and is an independent contractor in the
business of acting as a spokesperson for various businesses and their
products and services and appearing as a TV commentator for sporting
events.
B. Salton is in the business of marketing products, including, particularly,
products that are used and useful in the preparation of food and
nonalcoholic beverages, personal care products, and other products intended
to be attractive to consumers.
C. Salton desires to have the benefit of Foreman's services as a consultant
and spokesperson for Salton, including participating in the making of and
appearing in TV infomercials and TV commercials, as well as other types of
personal appearances in order to promote products marketed by Salton; and
D. Foreman and Salton have agreed on compensation to be paid to Foreman for
his services and appearances.
Therefore, Foreman and Salton agree as set forth below.
1. Term. The term of this Agreement begins on the date that it is executed by
Foreman and is delivered to Salton and it ends on November 30, 2006 (the
"Term"). The Term is divided into three (3) separate service periods
("Service Periods"); the first ends November 30, 2004, the second ends
November 30, 2005 and the third and final Service Period ends November 30,
2006.
2. Fees for Services.
2.1 For the three separate services described in Section 3, during each
Service Period, Foreman shall be paid total of $3,000,000 divided into 4
installments in each period. The following amounts for each installment of
service rendered by Foreman:
Promotional Appearances $300,000
Attendance at Conferences, shows and meetings $100,000
TV Appearances, Infomercials and Commercials $350,000
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Total Per Quarter $750,000
2.2 The amounts owed to Foreman for each installment shall be paid with the
first installment due September 30th, 2003.
2.3 Salton shall have the option to pay Foreman up to fifty percent (50%)
of the full amount owed to Foreman for each quarterly period by delivering,
in lieu of cash, shares of Salton common stock (the "Shares") to Foreman
provided that: (i) Salton gives notice to Foreman on or before the forty
fifth (45th) day following the end of each quarter and (ii) the Shares, at
the time they are issued and delivered to Foreman, have been registered
with the United States Securities and Exchange Commission (the "SEC"), so
that the Shares will not contain only restrictive legend and can, at
Foreman's election, be freely sold by Foreman immediately upon delivery to
Foreman or at such
{PAGE}
later time as Foreman elects so long as the registration statement covering
the Shares remains in effect as set forth in Exhibit A to this Agreement.
2.4 The terms and conditions on which the Shares are issued to Foreman,
including the valuation of the Shares for payment purposes, Foreman's right
to additional payments if the Shares fall in value, Foreman's obligation to
share with Salton any increase in the value of the Shares and other terms
and conditions relating to the registration of the Shares for sale by
Foreman are set forth in Exhibit A.
3. Services Defined.
3.1 General. Generally, Foreman shall assist Salton in developing sales of
Foreman trademarked products for Salton and in maintaining good business
relations with Salton's customers and suppliers. Throughout each of the
three Service Periods under the Agreement, Foreman's specific assignments
shall be determined by Leon Dreimann, the Chief Executive Officer of Salton
and, in the absence of Dreimann, by another officer of Salton designated by
the Board of Directors of Salton.
3.2 Initial Services. Initially, Foreman's assignment shall be the
following:
(i) attend conferences, shows and meetings on behalf of Salton
and meet with executives of retailing companies and other
types of companies and meet with marketing personnel and
store managers of retailers;
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