Exhibit 10.10
Form of Agreement with Mr.
Page
AGREEMENT
This Agreement
is entered into as of the 29th day of September, 2009 by and
between Digital Lifestyles Group, Inc., a Delaware corporation (the
"Corporation"), and Mr. Ken Page, an executive officer, director
and employee of the Corporation.
WHEREAS , pursuant to the terms of that certain
Employment Agreement dated as of September 27, 2007 by and between
the Corporation and Mr. Page, Mr. Page is owed $141,000 in accrued
and unpaid compensation through the date hereof.
WHEREAS , Mr. Page has agreed to forgive a portion of
such accrued but unpaid compensation and to accept five year
non-qualified options as full and complete payment for the balance
of the accrued but unpaid compensation owed him.
NOW,
THEREFORE, in
consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
1.
Recitals . The foregoing recitals are true and
correct.
2.
Forgiveness of Accrued Compensation . Mr. Page
hereby irrevocably forgives an aggregate of $44,000 of accrued but
unpaid compensation due him.
3.
Issuance of Options in Settlement of Accrued Compensation
. Mr. Page hereby accepts five year non-qualified
options to purchase an aggregate of 388,000 shares of the
Corporation’s common stock to be granted under the
Corporation’s 2009 Stock Compensation Plan as full and
complete payment for the balance of $97,000 in accrued but unpaid
compensation due him. Mr. Page acknowledges his
understanding that such options and the shares issuable upon the
exercise thereof shall be “restricted securities” as
that term is defined under the Securities Act of 1933 and that
these shares may not be sold, transferred, pledged or otherwise
disposed of or encumbered by me except pursuant to the applicable
rules and regulations under the Securities Act of 1933 or
applicable state securities laws.
4.
Amendment or Assignment . No modification,
waiver, amendment, discharge or change of this Agreement shall be
valid unless the same is evidenced by a written instrument,
executed by the party against which such modification, waiver,
amendment, discharge, or change is sought.
5.
Notices . All notices, demands or other
communications given hereunder shall be in writing and shall be
deemed to have been duly given on the day when delivered in person
or transmitted by confirmed facsimile transmission or on the third
calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the
649 Sparta Highway, Suit