(Doug DeLuca, CBS Senior Executive VP Kelly Kahl, and our man Gary. Photo courtesy of 411 Mania.)
So let me get this straight: All that talk from Jared Shaw and Doug DeLuca about how Gary Shaw wasn’t being pushed out of ProElite turns out to be…bullshit? ‘Fraid so, people. ProElite’s latest Securities Exchange Committee filing shows that both Shaw and DeLuca have resigned their positions with the company (as well as their spots on the Board of Directors) and will now serve as “consultants.”
Shaw has been EliteXC’s Live Events President since ProElite’s founding in 2006. DeLuca, who’s also been there since the beginning, started out as the company’s CEO before becoming Chief Strategy Officer and Chairman of the Board last February. The man who replaced him as CEO, Charles Champion, will now replace him as Chairman. No word yet on who will take over as the new EliteXC Live Events President.
But don’t cry too hard for Shaw and DeLuca, because their severance packages are pretty damn solid.
From the SEC report:
Pursuant to the Amended Shaw Agreement, GSP [ed. note: Gary Shaw Productions, not Georges St. Pierre] 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.
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.
Fun fact: ProElite can stop paying Shaw and DeLuca before 9/30/09 if either of them dies, if they suffer a disability or illness that renders them unable to perform their duties for 60 days, or if they’re convicted of a felony. As for DeLuca, he’s getting a couple of other nice perks out of the deal:
Company shall continue to employ DeLuca’s current administrative assistant (“Assistant”) for the purpose of providing services for DeLuca from a location outside of Company’s office as determined by DeLuca through December 31, 2008 or until the date of resignation of Assistant, whichever is sooner…DeLuca shall use his best efforts and abilities to faithfully and diligently perform his services hereunder, it being understood, however, that DeLuca may continue to provide services as co-executive producer of Jimmy Kimmel Live!…
DeLuca shall be entitled to “first” class travel accommodations for domestic travel and “business” class travel accommodations for international travel…
From the Effective Date and moving forward, Company shall use best efforts to provide DeLuca with four (4) tickets within the first two rows of each live ProElite Event at no cost to DeLuca throughout the Term.
Say what you want about Gary Shaw’s love of hyperbole and track suits, but his skill as a promoter took EliteXC from being nothing to being on CBS. Without his direct involvement, CBS was able to put together a cleaner, more professional-looking product last Saturday — but the hype and heat behind the matchups was noticeably absent. Can EliteXC in the post-Shaw era be flashy enough to draw eyes away from the UFC, as well as the wild n’ crazy upstart Affliction? Will Kimbo Slice be used in the same way without the spectacle-loving Shaw calling the shots? For God’s sake, won’t someone think of Kimbo?!?