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Exhibit (kkkk)
June 28, 1996
Mr. Paul E. Gaston
274 Round Hill Road
Greenwich, Connecticut 06831
Dear Paul:
The purpose of this letter is to permit you to elect a modification to the
annual incentive payments to be made to you by Boston Celtics Limited
Partnership ("BCLP") pursuant to the authorization of the Board of Directors of
Celtics, Inc. at a meeting held on August 3, 1993. The modification, as set
forth below, has been reviewed and approved by the Audit Committee of the Board
of Celtics, Inc. in accordance with the BCLP Partnership Agreement. The
modification is as set forth below.
Election to Acquire Restricted Units. At your request, and with the approval of
the Audit Committee of the Board of Directors of Celtics, Inc., you may elect to
acquire units representing assignments of beneficial ownership of limited
partnership interests of BCLP subject to restrictions as set forth herein (the
"Restricted Units") at a price equal to the closing price of the units
representing assignments of beneficial ownership of limited partnership
interests of BCLP (the "Units") on the New York Stock Exchange on the date
hereof, subject to a discount from such price in an amount to be determined in
consultation with an employee benefits consultant to be engaged by the Audit
Committee, on the following terms and conditions:
Restrictions. All Restricted Units granted hereunder shall be subject to the
following restrictions:
a required period of continued employment with BCLP, or any of its subsidiaries
or affiliates (the "Company"), of ten (10) years from the date of this letter,
prior to the vesting of the Restricted Units;
except for any transfer by Paul E. Gaston to any partnership of which he is the
general partner, a prohibition against the sale, assignment, transfer, pledge,
hypothecation or other encumbrance of the Restricted Units for a period of ten
(10) years from the date of this letter;
a requirement that all such Restricted Units be forfeited in the event of
termination of your employment during any period in which such Restricted Units
are subject to restrictions; and
a prohibition against your employment by any competitor of the Company and
against your dissemination of any secret or confidential information belonging
to the Company.
All restrictions on Restricted Units awarded pursuant hereto shall expire at
such time or times as herein provided.
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Registration of Restricted Units. Restricted Units awarded pursuant hereto shall
be registered in your name and, if such Restricted Units are certificated, shall
be deposited with the Company.
Rights of Holder of Restricted Units. Subject to the terms and conditions
hereof, during any period in which Restricted Units are subject to forfeiture or
restrictions on transfer, you shall have all of the rights of a holder of Units
with respect to such Restricted Units, including the right to vote such
Restricted Units and the right to receive all distributions paid with respect to
Units on the same basis as if the Restricted Units were deemed to be Units. Any
securities distributed with respect to Restricted Units shall be restricted to
the same extent and subject to the same terms and conditions as the Restricted
Units to which they are attributable.
Lapse of Restrictions. Subject to the terms and conditions hereof, at the end of
the time period during which the Restricted Units are subject to forfeiture or
restrictions on transfer, such Restricted Units will be delivered free of all
restrictions to you (or to your legal representative, beneficiary or heir).
Death; Change In Control
Notwithstanding any provision hereof to the contrary, in the event of your death
or in the event of a Change in Control you, or your estate, the beneficiaries
thereof, or the authorized legal representative of your estate or the
beneficiaries thereof, as the case may be, for a period of five (5) years from
and after the date of your death or a Change in Control (as the case may be),
shall have the right to sell all or a portion of the Restricted Units granted
hereunder to BCLP at a price and on such other terms to be determined by the
Audit Committee, based upon advice received from an investment banking firm or
financial advisor specifically retained by the Audit Committee for such purpose.
You or the authorized legal representative of your estate or the beneficiaries
thereof shall notify the Executive Vice President and Chief Financial Officer of
Celtics, Inc. in writing of any election to sell Restricted Units granted
hereunder to BCLP. It is specifically agreed that, in determining the price at
which any Restricted Units granted hereunder are to be sold to BCLP: (1) The
value of such Restricted Units is to be determined as of the date of the written
notice of any election to sell such Restricted Units. (2) Such Restricted Units
are (x) no longer subject to any of the restrictions set forth herein; (y) shall
be deemed to be freely tradable and not subject to any restrictions with respect
to resale which may be imposed by Rule 144 promulgated under the Securities Act
of 1933, as amended, or otherwise; and (z) shall not be subject to the
application of any block, blockage or similar discount.
For purposes hereof, a "Change in Control" shall have occurred if:
any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (other than BCLP and any
partnership or corporation owned, directly or indirectly, by the security
holders of BCLP in substantially the same proportions as their ownership of
securities of BCLP) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of BCLP
representing 50% or more of the combined voting power of BCLP's then outstanding
securities;
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the security holders of BCLP approve a merger or consolidation of BCLP with any
other corporation or partnership, other than (A) a merger or consolidation which
would result in the voting securities of BCLP outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 60% of the
combined voting power of the voting securities of BCLP or such surviving entity
outstanding immediately after such merger or consolidation, (B) a
recapitalization or restructuring of BCLP (or any transaction having a similar
effect), or (C) a merger or consolidation effected to implement a
recapitalization or restructuring of BCLP (or similar transaction); or the
security holders of BCLP approve a plan of complete liquidation of BCLP or an
agreement for the sale or disposition by BCLP of all or substantially all of
BCLP's assets (or any transaction having a similar effect).
In order to elect the foregoing option with respect to your annual incentive
payment which will entitle you to receive Restricted Units in lieu of cash as
provided herein, you must return an executed counterpart hereof to the
undersigned by telecopy at (617) 720-7833 on or before June 30, 1996.
BOSTON CELTICS LIMITED PARTNERSHIP
By: CELTICS, INC., ITS GENERAL PARTNER
By: /s/ Richard G. Pond
----------------------------
Richard G. Pond
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
AGREED TO AND ACCEPTED ON
THIS 28TH DAY OF JUNE 1996
By: /s/ Paul E. Gaston
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Paul E. Gaston