Shaw and DeLuca Out of ProElite Board

July 29, 2008

From Elite XC’s most recent SEC filings:

On July 23, 2008, the Board of Directors of the Company accepted the resignations of the following four directors: Gary Shaw, Kurt Brendlinger, David Marshall and Douglas DeLuca, each of whom tendered his resignation on such date except for Mr. Shaw, whose resignation was received by the Company on July 22, 2008 but accepted on July 23, 2008. Mr. DeLuca and Mr. Shaw also resigned their respective management positions as Chief Strategy Officer of the Company and President of the Company’s EliteXC division. All resignations were effective as of July 23, 2008.

Prior to the resignations noted above in item 5.02(b), the following individuals were elected by the Board to serve as directors, effective as of July 23, 2008, filling previously existing vacancies on the Board: Edward C. Hannah, Edward Corey and Robert E. Brierley. In addition, Mr. Charles F. Champion, the Company’s Chief Executive Officer and a director, was elected Chairman of the Board.

MMAPayout.com was the first to report Gary Shaw’s imminent departure and EliteXC had been putting forth the story of Shaw being in a reduced role, but MMAPayout.com is vindicated in their initial report.

Both Shaw and Deluca will be kept on the payroll in a consulting position but have no effective power. :

Agreement with Mr. Gary Shaw and Gary Shaw Productions

On July 23, 2008, ProElite, Inc. (the “Company”) entered into an Amended and Restated Consulting Agreement, dated July 15, 2003, with Mr. Gary Shaw (“Shaw”), previously a director of the Company and President of its EliteXC division, and Gary Shaw Productions MMA, LLC (“GSP”), an affiliate of Mr. Shaw (the “Amended Shaw Agreement”), which amended and restated that certain Consulting Agreement among Mr. Shaw, GSP and a subsidiary of the Company dated as of October 3, 2006 (the “Prior Shaw Agreement”).

Pursuant to the Amended Shaw Agreement, GSP and Shaw have agreed to continue to provide consulting services to the Company through September 30, 2009, with Mr. Shaw to no longer serve as a director of the Company or officer of one of the Company’s subsidiaries. In consideration for the consulting services of Mr. Shaw and GSP, the Amended Shaw Agreement provides for a total payment to GSP and Shaw of $250,000 per year plus any unpaid portion of a 5% raise, retroactive to October 2007, which payment is due on the earlier of the date of a change in control of the Company or September 30, 2009. The Amended Shaw Agreement also provides for a maximum monthly housing allowance to GSP and Shaw of $9,900 through October 31, 2008, and reimbursement for reasonable business expenses upon presentation of proper receipts and supporting information. The parties also agreed that the 2,500,000 shares of the Company’s common stock Mr. Shaw received as part of the initial financing of the Company would no longer be subject to the forfeiture previously applicable in the Prior Shaw Agreement.

Agreement with Legacy of Life Entertainment

Additionally, on July 23, 2008, the Company entered into the Second Amended and Restated Services Loanout Agreement, dated July 22, 2008, with Legacy of Life Entertainment (“Legacy”), an affiliate of Mr. Douglas DeLuca (“DeLuca”), previously the Company’s Chief Strategy Officer and Executive Chairman of its Board of Directors (the “Amended DeLuca Agreement”), amending and restating that certain Amended and Restated Services Loanout Agreement dated March 3, 2008 among Legacy, Mr. DeLuca and a subsidiary of the Company (the “Prior DeLuca Agreement”).

Pursuant to the Amended DeLuca Agreement, Mr. DeLuca has agreed to provide consulting services through Legacy to the Company through September 30, 2009, but will no longer serve as the Chief Strategy Officer or Executive Chairman of the Board of Directors of the Company. The Amended DeLuca Agreement provides for payment to DeLuca by the Company of $210,000 per year. The Amended DeLuca Agreement also provides for a payment to DeLuca of $50,000 upon execution of the agreement and resignation of his positions noted above. The parties also agreed that upon execution of the Amended DeLuca Agreement, any unvested shares of the 4,5000,000 shares of the Company’s common stock Mr. DeLuca received as part of the initial financing of the Company would become fully vested.

The foregoing descriptions of the Amended Shaw Agreement and Amended DeLuca Agreement do not purport to be complete and each is qualified in its entirety by reference to the Amended Shaw Agreement and Amended DeLuca Agreement, copies of which are filed herewith as Exhibits and incorporated herein by reference.

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