Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Form 10-K for the Year Ended Decmeber 31, 2012 HTML 872K
4: EX-10.3 Material Contract HTML 37K
2: EX-10.36 Material Contract HTML 28K
3: EX-10.37 Material Contract HTML 41K
5: EX-10.38 Material Contract HTML 29K
6: EX-10.39 Material Contract HTML 597K
7: EX-10.40 Material Contract HTML 529K
8: EX-10.41 Material Contract HTML 322K
9: EX-10.42 Material Contract HTML 315K
10: EX-10.43 Material Contract HTML 248K
11: EX-21.1 Subsidiaries List HTML 23K
12: EX-23.1 Consent of Experts or Counsel HTML 25K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
16: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
62: R1 Document And Entity Information HTML 53K
51: R2 Consolidated Statements of Operations (Unaudited) HTML 62K
60: R3 Consolidated Balance Sheets HTML 105K
64: R4 Consolidated Balance Sheets (Parentheticals) HTML 36K
80: R5 Consolidated Statements of Cash Flows HTML 117K
53: R6 Consolidated Statements of Stockholders' (Deficit) HTML 75K
Equity
59: R7 Note 1 - Description of Business HTML 29K
47: R8 Note 2 - Summary of Significant Accounting HTML 73K
Policies
37: R9 Note 3 - Property, Plant, Equipment and Water HTML 49K
Programs
81: R10 Note 4 - Other Assets HTML 36K
66: R11 Note 5 - Accrued Liabilities HTML 38K
65: R12 Note 6 - Long-Term Debt HTML 87K
71: R13 Note 7 - Income Taxes HTML 73K
72: R14 Note 8 - Employee Benefit Plans HTML 33K
69: R15 Note 9 - Common Stock and Warrants HTML 43K
73: R16 Note 10 - Stock-Based Compensation Plans and HTML 138K
Warrants
61: R17 Note 11 - Segment Information HTML 32K
63: R18 Note 12 - Commitments And Contingencies HTML 41K
68: R19 Note 13 - Quarterly Financial Information HTML 75K
(Unaudited)
87: R20 Note 14 - Fair Value Measurements HTML 63K
76: R21 Note 15 - Subsequent Event HTML 36K
56: R22 Schedule 1 - Valuation and Qualifying Accounts HTML 62K
67: R23 Accounting Policies, by Policy (Policies) HTML 135K
58: R24 Note 2 - Summary of Significant Accounting HTML 36K
Policies (Tables)
30: R25 Note 3 - Property, Plant, Equipment and Water HTML 47K
Programs (Tables)
77: R26 Note 4 - Other Assets (Tables) HTML 35K
83: R27 Note 5 - Accrued Liabilities (Tables) HTML 36K
42: R28 Note 6 - Long-Term Debt (Tables) HTML 77K
41: R29 Note 7 - Income Taxes (Tables) HTML 66K
45: R30 Note 10 - Stock-Based Compensation Plans and HTML 124K
Warrants (Tables)
46: R31 Note 12 - Commitments And Contingencies (Tables) HTML 31K
48: R32 Note 13 - Quarterly Financial Information HTML 72K
(Unaudited) (Tables)
28: R33 Note 14 - Fair Value Measurements (Tables) HTML 55K
74: R34 Note 1 - Description of Business (Detail) HTML 25K
55: R35 Note 2 - Summary of Significant Accounting HTML 162K
Policies (Detail)
57: R36 Note 2 - Summary of Significant Accounting HTML 30K
Policies (Detail) - Adjustments to Goodwill
33: R37 Note 3 - Property, Plant, Equipment and Water HTML 38K
Programs (Detail) - Property, Plant, Equipment and
Water Programs
86: R38 Note 4 - Other Assets (Detail) HTML 27K
23: R39 Note 4 - Other Assets (Detail) - Other Assets HTML 33K
49: R40 Note 5 - Accrued Liabilities (Detail) - Accrued HTML 43K
Liabilities
79: R41 Note 6 - Long-Term Debt (Detail) HTML 55K
32: R42 Note 6 - Long-Term Debt (Detail) - Carrying Amount HTML 42K
of The Company’s Outstanding Debt
40: R43 Note 6 - Long-Term Debt (Detail) - Carrying Amount HTML 26K
of The Company’s Outstanding Debt (Parentheticals)
44: R44 Note 6 - Long-Term Debt (Detail) - Annual HTML 41K
Maturities of Long-Term Debt Outstanding
52: R45 Note 6 - Long-Term Debt (Detail) - Tranches in HTML 43K
connection with Term Loan
27: R46 Note 7 - Income Taxes (Detail) HTML 49K
36: R47 Note 7 - Income Taxes (Detail) - Deferred Taxes HTML 53K
25: R48 Note 7 - Income Taxes (Detail) - A Reconciliation HTML 49K
of the Income Tax Benefit to the Statutory Federal
Income Tax Rate
78: R49 Note 7 - Income Taxes (Detail) - A Reconciliation HTML 27K
of the Income Tax Benefit to the Statutory Federal
Income Tax Rate (Parentheticals)
31: R50 Note 8 - Employee Benefit Plans (Detail) HTML 28K
75: R51 Note 9 - Common Stock and Warrants (Detail) HTML 69K
34: R52 Note 10 - Stock-Based Compensation Plans and HTML 133K
Warrants (Detail)
50: R53 Note 10 - Stock-Based Compensation Plans and HTML 36K
Warrants (Detail) - Fair Value Assumptions for
Stock Options
24: R54 Note 10 - Stock-Based Compensation Plans and HTML 50K
Warrants (Detail) - Stock Option Activity
26: R55 Note 10 - Stock-Based Compensation Plans and HTML 57K
Warrants (Detail) - Stock Option Transactions
43: R56 Note 10 - Stock-Based Compensation Plans and HTML 52K
Warrants (Detail) - Nonvested Stock Option
Activity
29: R57 Note 12 - Commitments And Contingencies (Detail) HTML 41K
82: R58 Note 12 - Commitments And Contingencies (Detail) - HTML 38K
Future Minimum Rental Commitments
54: R59 Note 13 - Quarterly Financial Information HTML 44K
(Unaudited) (Detail) - Quarterly Financial
Information
70: R60 Note 14 - Fair Value Measurements (Detail) - HTML 31K
Assets and Liabilities Measured at Fair Value
35: R61 Note 15 - Subsequent Event (Detail) HTML 64K
38: R62 Schedule 1 - Valuation and Qualifying Accounts HTML 33K
(Detail) - Valuation and Qualifying Accounts
84: XML IDEA XML File -- Filing Summary XML 118K
39: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.34M
17: EX-101.INS XBRL Instance -- cdzi-20121231 XML 1.71M
19: EX-101.CAL XBRL Calculations -- cdzi-20121231_cal XML 124K
20: EX-101.DEF Definition Linkbase Doucment -- cdzi-20121231_def XML 851K
21: EX-101.LAB Labels Linkbase Doucment -- cdzi-20121231_lab XML 1.04M
22: EX-101.PRE XBRL Presentations -- cdzi-20121231_pre XML 819K
18: EX-101.SCH Schema Doucment -- cdzi-20121231 XSD 174K
85: ZIP XBRL Zipped Folder -- 0000727273-13-000008-xbrl Zip 154K
Re: Cadiz Inc. and Cadiz Real Estate LLC – Revised Terms of Engagement
Dear Sirs:
On behalf of Cadiz Inc. ("Cadiz"), this letter will set forth the terms on which Brownstein, Hyatt Farber and Schreck (“Brownstein”) shall provide certain legal and consulting services as General Counsel, and Scott S. Slater ("Slater") shall serve in certain specific roles and provid certain services as described below, to the Company and its wholly owned subsidiary, Cadiz Real Estate LLC ("CRE"). Cadiz and CRE will be referred to collectively in this letter as the "Company".
This letter will amend and supersede the terms of engagement set forth in our prior engagement letter dated November 24, 2008 (the “2008 Letter”) as to the matters described in the 2008 Letter.
1. Availability of Scott Slater. Brownstein shall make available to the Company the services of Slater in assisting the Company in the development and implementation of the Cadiz Valley Water Conservation, Recovery and Storage Project (the "Water Project"), and for such other duties as the Company may deem necessary. The Company may separately offer Slater such executive positions with the Company as the
Company’s Board of Directors shall determine from time to time, including without limitation Chief Executive Officer and President.
In performing these duties, Slater shall not be limited to approximately one-half of his available working hours per week (as provided in the 2008 Letter); rather, Slater shall spend whatever portion of his available working hours per week as may be necessary in performing these duties and in advancing the development and implementation of the Water Project. The Company acknowledges that Slater may continue to provide services to others on behalf of Brownstein provided that such other services are provided in a manner such that there is no interference with the performance of Slater’s duties for the Company.
Brownstein may be called upon to perfomr legal services as may be reasonably required in support of the Company or Slater’s duties, pursuant to an independent legal services agreement under terms and conditions that are acceptable to the Company. Fees for these legal services that are expected to exceed $25,000 per assignment shall be approved by the Chairman or Chief Financial Officer of the Company.
2. Compensation. In consideration of the services to be provided pursuant to this Agreement, the Company shall compensate Brownstein as follows:
a. Base Cash Compensation. Brownstein shall receive base cash compensation of $25,000 per month, plus reimbursement for reasonable business and travel expenses incurred within the scope of work with the Company.
b. Incentive Compensation. Brownstein shall be entitled to receive incentive based compensation subject to achievement of the milestones set forth below, which shall supersede the incentive compensation payments set forth in the 2008 Letter. In this regard, Brownstein acknowledges that is has already received, pursuant to the 2008 Letter, a fee of $500,000 which was earned and paid upon the signing of deal term sheets for more than 51% of the Water Project’s annual capacity.
(i) A fee equal to One Hundred Thousand (100,000) shares of the Company’ common stock, earned upon the execution of this Letter Agreement and the concurrent commitment by Brownstein, as set forth herein, to expand the level of services provided by Brownstein to the Company beyond those previously required under the 2008 Letter and payable three years from the date of execution.
(ii) A fee equal to One Hundred Thousand (100,000) shares of the Company’ common stock, earned upon receipt by the Company of a final judicial order dismissing all legal challenges to the Final Environmental Impact Report for the Cadiz Water Project and payable three years from the date of the judicial order.
(iii) A fee equal to One Hundred Thousand (100,000) shares of the Company’ common stock, earned upon the signing of binding agreements for more than 51% of the Cadiz Water Project's annual capacity and payable three years from the date of signing.
(iv) A fee equal to One Hundred Thousand (100,000) shares of the Company’ common stock, earned upon the commencement of construction of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completioin and delivery of the Cadiz Water Project, including wellfield, power distribution, 43 mile pipeline, and connection to aqueduct and payable three years from the date of commencement.
For any incentive fee to be earned, Brownstein must be providing services to the Company pursuant to this Letter Agreement at the time the milestones applicable to such fee are achieved, although Brownstein need not be so engaged at the time the fee is payable or paid. The Company acknowledges and agrees that this Letter Agreement is subject to the covenant of good faith and fair dealing and that if, during the term of this Letter Agreement, the Company has made substantial progress towards achieving the milestones set forth in subsections (ii), (iii) and (iv) above and Brownstein’s services hereunder are terminated
at the option of the Company, Brownstein will be given the opportunity without further compensation from the Company to complete such milestones or Brownstein will be compensated with a mutually agreeable proportionate share of such milestone based fees.
The incentive fees payable hereunder in the form of common stock shall be subject to compliance with all applicable federal and state securities laws and Nasdaq rules. In this regard, Brownstein agrees to execute and deliver to the Company such further documentation as the Company may deem necessary or appropriate to demonstrate compliance with such rules.
All fees payable to Brownstein under this Section 2 shall be in addition to, and not in lieu of, any fees that may be payable directly by the Company to Slater for his service as an executive officer of the Company pursuant to a separate agreement between the Company and Slater.
3. Term. Brownstein shall continue to provide services under the terms set forth in this Letter Agreement until sixty (60) days after either party gives notice of termination to the other (the "Term"). Any compensation earned but unpaid prior to the date of termination (including incentive fees) shall remain payable following termination.
4. General.
a. Non- Employee Status. During the Term, neither Slater nor any other Brownstein attorney or employee providing services to the Company under this Letter Agreement shall be an employee of the Company. No payroll or employment taxes of any kind shall be withheld or paid by the Company with respect to payments to Brownstein during the Term, and the Company shall make no additional benefits available to Brownstein or any of its respective attorneys and employees. The
Company shall indemnify and hold harmless Brownstein, its shareholders, officers, agents and assigns from any liability and all liability that might traditionally be associated with or arise out of the services being provided by Brownstein hereunder, other than in the case of gross negligence or intentional misconduct. The Company further agrees that, except in the case of the specific services to be provided to the Company under this Letter Agreement, Brownstein shall have reasonable discretion, in consultation with senior management, to make assignments to Brownstein professionals, subject to a separate professional services agreement with the Company. Any other existing retainer agreements between the
Company and Brownstein are unaffected by this Letter Agreement.
b. Confidentiality. You shall keep in strictest confidence all information relating to the business, affairs, customers and suppliers of the Company which you may acquire during the performance of services and duties hereunder and which is not otherwise generally known to the public.
c. Public Disclosure. You understand that the terms of this letter may be required to be disclosed in, or filed as an exhibit to, the Company's annual proxy statement or other reports filed publicly with the U.S. Securities and Exchange Commission.
If the foregoing correctly sets forth your understanding, kindly indicated your acceptance below whereupon this letter shall constitute an agreement between us in accordance with its terms.
