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Title: |
Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 5KB of 27KB total |
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$35 |
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ID: |
#393583 |
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AGREEMENT
AGREEMENT, dated as of September 7, 2000, between Salton, Inc., a
Delaware corporation (the "Company"), and Sam Perlmutter, an individual
("Perlmutter").
WITNESSETH
WHEREAS, the Company and Sam Perlmutter are parties to an agreement (the
"Perlmutter Agreement") dated July 1, 1999 pursuant to which the Company
purchased from Perlmutter stock and other property; and
WHEREAS, under the Agreement, Perlmutter has the right to receive four
annual cash installments of $1,375,000 each on the first, second, third and
fourth anniversary of the closing of the transactions contemplated by the
Perlmutter Agreement (the "Future Consideration"); and
WHEREAS, the parties desire to, among other things, amend the terms of the
Future Consideration to provide for the payment to Perlmutter on the date hereof
of shares of common stock, $.01 par value per share, of the Company (the "Common
Stock") valued at $1,375,000 in lieu of the first annual $1,375,000 cash
installment of the balance of the Purchase Price payable pursuant to Section
4(a)(ii) of the Perlmutter Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:
1. Amendment.
(a) Notwithstanding Section 4(a)(ii) of the Perlmutter Agreement,
the parties hereto agree that, in lieu of the second installment of the
balance of the Purchase Price payable pursuant to Section 4(a)(ii) of the
Perlmutter Agreement, the Company shall issue to Perlmutter on the date
hereof 37,543 shares of Common Stock:
(b) Except as specifically set forth in this Agreement, the terms
and provisions of the Perlmutter Agreement and the agreements contemplated
thereby (including, without limitation, the Trademark Security Agreement)
shall continue in full force and effect.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to Perlmutter as follows:
(a) Organization and Standing of the Company. The Company is a
corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware.
(b) Authority. The Company has the requisite corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution, delivery and performance of this Agreement by the
Company have been duly and validly authorized by all requisite corporate
proceedings on the part of the Company and do not require the approval or
consent of any stockholders of the
{PAGE} 2
Company. This Agreement has been duly executed and delivered by the Company
and is (assuming the due authorization, execution and delivery by
Perlmutter) a valid and binding agreement of the Company, enforceable
against it in accordance with its terms, except as such enforceability may
be limited by bankruptcy and insolvency laws and by other laws affecting
the rights of creditors generally or by the availability of equitable
remedies and except as rights of indemnity or contribution may be limited
by federal or state securities or other laws or the public policy
underlying such laws.
(c) Status of Shares. The Shares (as defined below) have been (or
will be) duly authorized by all necessary corporate action on the part of
the Company (no consent or approval of stockholders being required by law,
the Certificate of Incorporation of the Company, as amended and restated,
or its By-laws). The Shares, when delivered pursuant to this Agreement,
will be validly issued and outstanding, fully paid and nonassessable and
free and clear of any liens (other than those imposed by the securities
laws), and the issuance of such Shares is not and will not be subject to
preemptive or similar rights of any other stockholder of the Company. For
purposes of this Agreement, "Shares" shall mean the shares of Common Stock
issued to Perlmutter pursuant to this Agreement, and any additional shares
of Common Stock issued to Perlmutter in accordance with Section 4(e) of
this Agreement.
3. Representations and Warranties of Perlmutter. Perlmutter hereby
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