Exhibit 10.8
PERFORMANCE BONUS AND WARRANTS AGREEMENT
THIS AGREEMENT is entered into this 2nd day of January, 2000, by and
between The Players Network, a Nevada corporation ("PN"), and Xxxx Xxxxxxx
Xxxxxxxxxx ("Xxxxxxx") with respect to the following:
X. Xxxxxxx is the Chief Executive Officer, President and Executive
Producer of PN and, as such, devotes his full time and attention to the business
and affairs of PN.
B. Based upon the foregoing, PN and Xxxxxxx have previously entered
into an Employment Agreement pursuant to which PN has agreed to employ Xxxxxxx
for a fixed term ending December 31, 2004, Xxxxxxx'x compensation under the
Employment Agreement is set forth therein.
C. The Directors of PN (excluding Xxxxxxx, who is a director but who
abstained from voting on this matter), have determined that it is in the best
interests of PN to enter into this Agreement. By their respective signatures
below, each of the Directors of PN (excluding Xxxxxxx) have approved this
Agreement and a corresponding resolution of the Board of Directors of PN at a
duly convened meeting thereof upon appropriate notice.
D. This Agreement is not intended to affect any other agreements
between PN and Xxxxxxx.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and for reliance of both parties
hereto, PN and Xxxxxxx agree as follows:
INCORPORATION OF RECITALS; TERM
1. Each of the foregoing recitals is incorporated hereat by reference
as though fully set forth.
2. The term of this Agreement shall commence January 1, 2000, and end
December 31, 2004.
CASH BONUS
3. As additional compensation, PN shall pay to Xxxxxxx the following cash
bonuses on the last day of PN's fiscal year 2000, 2001, 2002, 2003 and 2004,
based upon PN's pre-tax net income ("PTNI") (defined according to GAAP):
Amount of Cash
LEVEL OF PTNI BONUSES AS A FACTOR OF PTNI
------------- ---------------------------
$501,000 - $1,000,000 2 1/2%
$1,001,000 - $1,500,000 3 1/2%
Amount of Cash
LEVEL OF PTNI BONUSES AS A FACTOR OF PTNI
------------- ---------------------------
$1,501,000 - $2,000,000 4 1/2%
$2,001,000 - $2,500,000 5 1/2%
$2,501,000 - $3,000,000 6 1/2%
$3,000,000 and higher 7 1/2%
For purposes of this Agreement revenues and income of PN shall include without
limitation the revenues and income realized by PN as a result of barter
transactions.
SIX COMMON STOCK PURCHASE WARRANTS
4. In addition to the additional compensation described in paragraph 3 above, PN
hereby grants Xxxxxxx six (6) warrants exercisable for a term of four years from
issuance, to purchase PN's common stock on the following terms and conditions:
(a) PN shall issue each warrant to Xxxxxxx on the last day of
PN's fiscal year 2000, 2001, 2002, 2003 and 2004 or as soon as practicable
thereafter.
(b) The warrant will provide that the strike price for the
purchase of PN common shares be equal to 85% of the average closing bid price of
PN common shares for the 30 business day period prior to the end of the fiscal
period in question.
(c) The number of shares which are purchasable on exercise of
each such warrant and the cost thereof shall be calculated as follows:
Level of PTNI Amt. of Cash 85% of Average
Provided in X Bonus Provided = Number of X Closing Bid Price = Cost of
Para. 3 in Para. 3 Shares Purchasable for 30 Days Prior Shares
to End of Fiscal Year Purchasable
By way of example, if the level of PTNI is $1,000,000 and the cash bonus,
therefore, equals 2 1/2% of $1,000,000, or $25,000, and the 30 day average bid
price closing price is $1.00, then the number of shares purchasable equals
25,000 shares and the cost of such shares equals $21,250.
ADDITIONAL WARRANTS AND STOCK ISSUANCE
5. In addition to the additional compensation provided in paragraph 3
hereof, and in addition to the warrants provided in paragraph 4 hereof, PN has
determined to compensate Xxxxxxx by the granting of additional warrants and by
the issuance of additional PN common shares as provided hereinafter.
(a) At the end of each calendar quarter, commencing with the
calendar quarter ending March 31, 2000, Xxxxxxx shall be entitled to receive
from PN warrants and shares based upon $1.0 million increments of gross revenues
received by PN during the quarter in question. To the extent that such revenues
exceed any million dollar benchmark, the excess shall be carried over to the
next succeeding calendar quarter for calculation purposes.
(b) For each $1.0 million of revenues received during any
calendar quarter which accrues during the term of this Agreement, Xxxxxxx shall
receive from PN the following:
(i) a warrant exercisable for a term of three years
to purchase 50,000 shares of common stock of PN at a price per share equal to
85% of the average closing bid price of PN common shares for the 30 business day
period prior to the end of the quarter in question; and
(ii) 20,000 shares of PN.
MISCELLANEOUS
6. This Agreement constitutes the entire agreement between PN and
Xxxxxxx with respect to the subject matter hereof.
7. This Agreement shall be governed by the laws of the State of Nevada.
8. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto except that Xxxxxxx may not assign
or delegate his duties hereunder.
9. In the event of litigation concerning this Agreement, the prevailing
party shall be entitled to an award of reasonable attorney's fees.
10. By signing this Agreement below, each director warrants and
represents that the terms of this Agreement have been adopted by the Board of
Directors of PM.
11. Notices hereunder may be sent by certified mail, return receipt
requested, or by facsimile, as follows (or as subsequently provided in writing
by each party).
(a) To PN: The Players Network
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: Chief Financial Officer
(000) 000-0000
(b) To XXXXXXX: Xxxx Xxxxxxx
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
(000) 000-0000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date set forth below.
THE PLAYERS NETWORK
Dated: ________________________ By:_____________________________
XXXXX XXXX
Dated:_________________________ By:______________________________
XXXXXX XXXXX
Dated:_________________________ By:______________________________
XXXXX XXX XXXXXXXXX
Dated:_________________________ __________________________________
XXXX XXXXXXX XXXXXXXXXX
