To Xxx Xxxxxx
>From Xxxxxxx Xxxxxxx and Xxx Xxx
Pages Two
Date 6/7/99
Re REVISION TO INCENTIVE BONUS PROGRAM
Dear Xxx,
Pursuant to our conversations, attached is the revision to your incentive bonus
program. It replaces all previous agreements and understandings.
XXX XXXXXX'X BONUS PROGRAM
EVENT BONUS
-------------------------------- ---------------------------------------------------------------------
Signing Bonus $2,000 and 50,000 shares of common stock
At 1st Anniversary of $2,000 and the vesting of an option to purchase 50,000 shares of
employment restricted Common Stock at $1/share
At $2,500,000, equity cash $13,000, and the vesting of the option to purchase 50,000 shares of
proceeds restricted Common Stock $1/share (When the financing in equity cash
proceeds - Cumulative from employment date and excluding conversions
and exercise of warrants - is closed)
Successful Completion of $15,000 and the vesting of an option to purchase 100,000 shares of
beta test, or field trial restricted Common Stock at $1/share
Installation of 75 stores with $15,000 and the vesting of an option to purchase 100,000 shares of
the In$taClearing electronic restricted Common Stock at $1/share
coupon clearing program
Installation of 4 Coupon $15,000 and the vesting of an option to purchase 100,000 shares of
Exchange Centers at stores restricted Common Stock at $1/share
Monthly EBITDA exceeding $15,000 and the vesting of an option to purchase 100,000 shares of
$1,000,000 restricted Common Stock at $1/share
Installation of the 1,000th $15,000 and the vesting of an option to purchase 100,000 shares of
store with the In$taclearing restricted Common Stock at $1/share
electronic coupon clearing
program
Installation of the 100th $15,000 and the vesting of an option to purchase 100,000 shares of
Coupon Exchange Center restricted Common Stock at $1/share
at stores
Monthly sales exceeding $15,000 and the vesting of an option to purchase 100,000 shares of
$10,000,000 restricted Common Stock at $1/share
Monthly EBITDA exceeding $15,000 and the vesting of an option to purchase 100,000 shares of
$3,000,000 restricted Common Stock at $1/share
Stock closing at or above $15,000 and the vesting of an option to purchase 100,000 shares of
$10 per share for two restricted Common Stock at $1/share
consecutive trading days
Revision of Xxx Xxxxxx'x Bonus Program
07/01/99
Page 2 of 2
After the initial signing bonus, this incentive bonus program grants Xxx Xxxxxx
the opportunity to earn through the achievement of the above mentioned
milestones, $150,000 and an option to purchase 1,000,000 shares of restricted
common stock at $1.00 per share.
The number of shares are subject to any and all proportionate changes to the
rest of the common shareholders, i.e. reverse or forward splits, anti-dilution
provisions, etc., if any.
If the Company accepts a tender offer, or merges in a manner which results in
the Company's existing shareholders receiving tangible consideration valued at
more than $1.00 per share ("Event"), then:
I) If Xxx Xxxxxx is retained with at least his salary and benefits at the
time of the Event, then he shall retain this bonus program.
II) If Xxx Xxxxxx is not retained, then he shall automatically receive all of
the unattained increments of the bonus program in his choice of the
following manners:
a) The balance of the cash and options as specified in this bonus program,
or
b) The balance of the cash and the net cash value of the options at which
time the options are cancelled.
Thank you for your hard work and continuing efforts to make In Store Media
Systems, Inc. a success. Xxx, please sign to confirm your acceptance.
/s/ Xxxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxx X. Xxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxx
/s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------
Xxxxxx X. Xxxxxx, Xx.
