-312-
The specific current engagement will be
compensated as follows:
1. Fees
a) Century will be guaranteed payment of $100,000 to
be paid over a period of 18 months from January 1,
1984; specifically, $25,000 to initiate the
engagement (already received), $25,000 90 days
thereafter (already received), and the balance to
be paid in equal monthly increments over the 12
months commencing July 1, 1984.
b) In addition, Century will maintain records of the
billings and time allocated so that if it “runs
over” within the first 12 months, based on usual
hourly rates, Century will be paid the difference
as billed.
2. Equity
a) Century will vest to an amount of shares
equivalent to 7.5% of the outstanding common stock
of Satcorp as computed on December 8, 1983 to be
issued ... (during 1984 and 1985). Whenever
possible Century will apply its fees to individual
offerings of finance, so as to spread the burden
to various projects.
b) It is to be understood that in the event of death
or permanent disability of either Burton Kanter or
Solomon Weisgal, at Satcorp’s option it may request
that the aforementioned shares be redelivered and
exchanged for non-voting shares representing in all
other respects the same equity interest as
represented prior to the exchange. The purpose of
this option is to accommodate Century’s desire to
maintain a continuing equity interest without being
subject to redemption or other call, but at the
same time to be certain that Satcorp is completely
comfortable with those persons or entities who may
succeed to the stockholdings in those circumstances
mentioned.
Exh. 9246.
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