Exhibit
10.1
RESCISSION
AGREEMENT
This RESCISSION AGREEMENT (this
“ Rescission Agreement ”)
dated as of the 13 th day of
December, 2005 is entered into by and between Berman Health and
Media, Inc., a Delaware corporation (f/k/a “Berman Center,
LLC”) (the “ Company ”), Berman
Center, Inc., a Delaware corporation and 100% corporate parent of
the Company (“ Parent ”), and [NAME OF
DIRECTOR], an individual (the “ Director
” ) .
RECITALS
WHEREAS , the Director is a member of the
Company’s Board of Directors;
WHEREAS , in connection with the Director’s
service on the Board of Directors of the Company, which, at the
time of appointment, was known as Berman Center, LLC, the Director
and the Company entered into that certain Restricted Units
Agreement (the “ Agreement ”) dated
May 17, 2004 pursuant to which the Director received 30,000 Common
Units (“ Common Units ”) in Berman
Center, LLC;
WHEREAS , 5,000 of the Common Units vested in 2004 (the
“ 2004 Common Units ”) and the
remaining 25,000 Common Units vested in 2005 (the “
2005 Common Units ”);
WHEREAS , the 2004 Common Units were exchanged and
converted into Twenty Six Thousand, One Hundred Eighty Six (26,186)
shares of Common Stock of the Parent (the “ 2004
Shares ”) and the 2005 Common Units were exchanged
and converted into One Hundred Thirty Thousand, Nine Hundred Thirty
Nine (130,929) shares of Common Stock of the Parent (the “
2005 Shares ”) in connection with the
reverse merger effected by, among other parties, the Parent and the
Company on June 16, 2005 (the “ Merger
”); and
WHEREAS , the Company and Director desire to rescind,
cancel, and void the grant of the 2005 Common Units and release
each other from all obligations with respect thereto and that each
party be returned to the position it would have been in had the
2005 Common Units not been issued.
NOW, THEREFORE , in consideration of the foregoing, and other
good and valuable consideration, the receipt and sufficiency of
which is acknowledged, and intending to be legally bound hereby,
the parties hereto agree as follows:
1.
Rescission of the 2005
Common Units . The transactions contemplated by the Agreement
with respect to the grant of the 2005 Common Units, including,
without limitation, all rights and obligations related thereto and
to the 2005 Shares, are hereby fully rescinded ab initio .
Upon execution of this Rescission Agreement, all rights and
obligations of the Company and the Director under the Agreement
with respect to the gran
