EXHIBIT 10.6
EMPLOYMENT AGREEMENT BETWEEN XXXXXXXXXX.XXX, INC. AND XXXXX X. SHWORAN
November 13,2002
Mr. Xxxx Shworan
Suite 000-000 Xxxxxxxx
Xx. Xxxxxxxxxx, XX X0X 0X0
Dear Xxxx,
REFERENCE: EMPLOYMENT CONTRACT
This letter outlines your employment contract as President/CEO of XxxxxXxxxx.xxx
Inc. As President/CEO you will provide overall leadership to the company. In
your role, and as a condition precedent to this contract, you agree to arrange
for Bravenet Services Inc. to invest $240,000 US in a QuoteMedia Private
Placement ($40,000 for each of six months commencing November 12, 2002 at a
offering price of $.05/share):
1. COMMENCEMENT DATE: November 15,2002
2. TERM OF AGREEMENT: This agreement will be for a two-year period
renewable based on both parties agreement. You may terminate this
agreement at any time upon providing 4 weeks notice, however if you
terminate this contract prior to the conclusion of the first year, you
will be subject to the provisions contained in paragraph 10 herein
entitled "Retractable Warrants".
3. REMUNERATION: Salary to be paid for your position will be determined
in the future. However, the salary will not be payable or accrued
until such time as the company can afford to pay it.
4. SIGNING BONUS: A signing bonus of 4,000,000 warrants at $.05, with an
expiry date of 5 years and vested upon commencement of employment will
be given to you. The warrants will be issued as per the standard
company policy of "net exercise" pricing. This warrant bonus will be
subject to the section on "Retractable Warrants " under this
agreement.
5. NET EXERCISE PRICING OF WARRANTS: Warrant holder may execute a "net
exercise" pricing award whereby the Company agrees to simultaneously
buy back shares of Common stock issueable upon such exercise at the
prevailing market price (closing market price on day of exercise) in
the amount of the exercise payment required to be paid by the Warrant
holder (warrants exercised multiplied by warrant award price). Once
the company has netted out by way of stock buyback the amount owing to
it for warrants, the net balance of stock owing the holder will be
issued in common shares.
6. PERFORMANCE AWARD: The company will issue you warrants as per Schedule
"A" at a price of $.05 with an expiry date of 5 years and they will
vest according to achievement of the thresholds outline in Schedule
"A". These warrants will be issued as per the standard company policy
of "net exercise" pricing. This warrant award will be subject to the
section on "Retractable Warrants" under this agreement.
7. BUSINESS EXPENSES: The Company will reimburse you for all reasonable
out of pocket business expenses when the company's cash position makes
it feasible to do so. These expenses will be signed off by the
Chairman of the Board.
8. INDEMNIFICATION: The Company will put in place Director's and
Officer's Liability insurance when the company has the ability to pay
for such a policy. Further, the company will take action at the Board
meeting approving your appointment to give you a company
indemnification from all legal actions, which may develop prior to
your appointment as an Officer and Director of the Company.
9. DIRECTORSHIP: The Company will appoint you to the Board of Directors
of the company and submit your name for formal ratification at the
next Shareholders meeting or Consent Resolution approval.
10. RETRACTABLE WARRANTS: If you leave the employment of the company
during the first year of this contract you will only be vested with a
prorated share of the 4,000,000 warrants awarded to you as a signing
bonus based on a 12 month formula, commencing November 15,2002.
11. SPECIAL VESTING CONDITIONS: If the Company successfully sells for
$1.00 or more per share fully diluted or if the Company undergoes a
takeover for $1.00 or more per share fully diluted, you will be vested
with all outstanding warrants not yet vested with you according to
performance chart in Schedule "A".
If this offer of employment is acceptable, please confirm your acceptance to the
terms by signing below.
Sincerely yours,
XxxxxXxxxx.xxx Inc.
/s/ Xxxxxx X. Xxxxxxxx
----------------------
X. X. Xxxxxxxx
Chairman of the Board
Terms of employment agreed to and accepted this 13th day of November 2002.
/s/ Xxxxx X. Shworan
----------------------
Xxxx Shworan
SCHEDULE "A"
PERFORMANCE AWARD OF WARRANTS SUMMARY
MONTHLY NET REVENUE TARGETS (1) WARRANTS AWARDED
------------------------------- ----------------
$40,000 3,000,000
$60,000 1,000,000
$250,000 1,000,000
$750,000 1,000,000
SHARE PRICE TARGETS (2) WARRANTS AWARDED
----------------------- ----------------
$.50/share 1,000,000
$.75/share 1,000,000
$1.00/share 3,000,000
$1.50/share 2,000,000
$2.00/share 3,000,000
(1) Notes:
- Net Revenue is defined as Gross Revenue less user exchange fees.
- All numbers are expressed in US dollars.
- All award levels are based on sustaining an average of the target
level over a three-month period. The award will not vest until a
three-month average of a target level is achieved.
(2) Notes:
- Share price levels are as per the closing price of QuoteMedia's stock
each day.
- All numbers are express in $US dollars.
- All award levels are based on sustaining an average of the target
level over a one-month period. The award will not vest until a
one-month average of a target level is achieved
