Employment Agreement
Exhibit
10.2
This
EMPLOYMENT AGREEMENT (hereafter “the Agreement” or “Agreement”) is dated as of
January 26, 2007 by and between Financial Media Group, Inc., a Nevada
corporation, (referred to as the “Company”) and Xx. Xxxx Xxxx (the
“Executive).
WHEREAS,
the Company is in the business of selling diversified media and advertising
services (the “Business”);
WHEREAS,
the Executive is an experienced financial executive and has been employed by the
Company; and
WHEREAS,
the Company and the Executive desire to retain their employment relationship and
establish a contractual employment relationship with each other.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
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1.
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Employment. The
Company agrees to employ the Executive, and the Executive accepts
employment with the Company, on the terms and conditions set forth
herein.
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2.
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Term. The term
of employment (the “Employment Term”) under this Agreement shall commence
as of the date hereof and continue, subject to the terms and conditions of
this Agreement, for a period of thirty-six (36) months from such
date. The Employment Term shall be renewed upon the mutual
agreement of the Executive and
Company.
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3.
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Position. The
Company shall employ the Executive for the Employment Term as
its Executive Vice-President and Chief Financial Officer, to
perform when and where necessary, such duties relating to the overall
operations of the Company as may from time to time be assigned to the
Executive by the President & Chief Executive Officer and Board of
Directors. The Executive agrees to accept such employment and
to devote his best efforts in and to the faithful in performing his duties
hereunder subject to the general direction and control of the Board of
Directors of the Company.
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4.
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Elected to
Board. The Company shall use its best efforts to cause the
Executive to a) be elected to the Board of Directors of the Company at the
next Annual Meeting of Shareholders of the Company, and b) provide
Director’s & Officer’s insurance coverage during the tenure of
employment.
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5.
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Compensation.
In consideration of the services to be rendered by the Executive for his
duties pursuant to Section 3 of this Agreement, including, without
limitation, any services rendered by the Executive as a director, officer
or employee of the Company or of any of its subsidiaries, divisions or
affiliated companies, and in full payment for the due and faithful
performance of said services, the Company shall pay the Executive and the
Executive agrees to accept an annual base salary at the rate of $150,000
for the twelve month period ended December 31, 2007; $172,500 for the year
ended December 31, 2008 and $198,375 for the year ended December 31, 2009
(the “Base Compensation”). In addition to the Base
Compensation, the Executive shall receive bonuses from the Company as
determined by the Board of Directors based upon the performance of the
Company. In the event that the Company is unable to pay to Executive the
Base Compensation in cash, the Executive at his discretion and upon the
consent and acceptance thereto by the President and Chief Executive
Officer, may agree to receive restricted common shares for compensation
earned, calculated at the closing price on the first trading day of the
month of compensation earned, discounted by
50%.
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Payments
to the Executive of his Base Compensation hereunder shall be made periodically
on the dates established by the Company for payment of other executive
employees, but not less frequently than once a month. All payments
under this agreement shall be subject to all deductions and withholdings as
required by law.
Within
thirty (30) days of the execution of this Agreement, the Company shall issue to
the Executive an option to purchase 500,000 shares of the Company’s common stock
at an exercise price of $1.25 per share (herein referred to as “Option”). Such
Options shall vest and become exercisable in two equal installments of 250,000
shares on each of February 1, 2008 and February 1, 2009. The Options
shall immediately vest and become exercisable as to an aggregate number of
shares if there is a change in control of the Company. The Options
shall be exercisable to the extent vested at any time until February 1, 2014.
The Options shall otherwise be subject to all terms of the Option Agreement, if
any, between the Executive and the Company evidencing the Option.
The
Executive shall be entitled to reimbursement for reasonable expenses incurred by
him in connection with his employment hereunder, upon the presentation of proper
documentation therefore in accordance with the usual procedures of the
Company. Such expenses shall not exceed $1,000 per month without the
authorization of the Board.
The
Executive shall be entitled during the Employment Term to i) an automobile
allowance equal to six hundred and fifty dollars ($650) per month, and ii) an
allowance for usage of cellular phone for his exclusive use for the Company
equal to one hundred and fifty dollars ($150) per month.
The
Executive shall be entitled to participate in and receive medical and dental
benefits for the Executive and his dependents at the Company’s expense, in
accordance with the provisions of the Company’s benefits plan or program
currently in effect. The Company will provide the Executive (i) a life insurance
policy in the amount of $1,000,000; (ii) three weeks’ vacation annually; (iii)
long-term and short-term disability coverage in accordance with the provisions
of any of the Company’s employee benefit plans or programs now or hereafter in
effect, to the same extent that employees of the Company in positions similar to
that of the Executive have the right to participate in such plans and programs.
The Company will reimburse to the Executive actual insurance premiums paid by
the Executive, such premiums currently amount to $1,433 per month.
The
Executive shall be entitled during the Employment Term to receive reimbursement
from the Company for membership dues for business and professional associations.
Such expenses shall not exceed $2,500 annually without the authorization of the
Board.
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6.
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Representation by
Executive of Other Clients: The Company and Executive acknowledge
that the Executive currently provides Consulting services to a number of
entities. The Company agrees to consent that the Executive may render
accounting, advisory and consulting services to other clients of Executive
engaged in the similar or different businesses as that of the Company as
long as the Executive gives preference and attends to the Company’s needs
first.
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7.
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Termination.
The employment of the Executive may be terminated by the Company at any
time, but any termination of the Executive by the Company will not excuse
payment to the Executive of the Executive’s Base Compensation. Upon
termination by the Company, Executive shall be entitled to the severance
benefits set forth in Section 8
below.
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The
Executive may terminate his employment hereunder upon thirty days written notice
to the Company. In the event that the Executive terminates his employment with
the Company, the Executive forfeits his remaining Base Compensation which would
have been due to Executive had the Executive remained in employment with the
Company for the entire duration of this Agreement.
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8.
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Payments on
Termination. Upon termination of the Executive’s employment for any
reason, the Company shall pay to the Executive any accrued but previously
unpaid Base Compensation prorated to the effective date of such
termination.
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As an
inducement for Executive to enter into this Agreement, in the event the Company
terminates the Executive’s employment for any reason, the
Company shall make severance payments to Executive equal to and in the same
manner as the Executive’s Base Compensation through the remaining term of this
Employment Agreement. If the Company terminates the Executive at any time within
the first year of completion of employment, the Company shall pay to Executive
the Executive’s Base Compensation for a period of six (6) months in accordance
with the Company’s normal payroll policies and procedures, but no less than once
per month. If the Company terminates the Executive at any time after the
completion of one year’s employment but before the completion of two (2) years
of employment, the Company shall pay to Executive the Executive’s Base
Compensation for a period of four (4) months in accordance with the Company’s
normal payroll policies and procedures, but no less than once per month. If the
Company terminates the Executive at any time after the completion of two years
of service but before the completion of three (3) years of employment, the
Company shall pay to Executive the Executive’s Base Compensation for a period of
three (3) months in accordance with the Company’s normal payroll policies and
procedures, but no less than once per month.
In the
event that the Company is unable to pay to Executive the Base Compensation in
cash, the Executive at his discretion and upon the consent and acceptance
thereto by the President and Chief Executive Officer, may agree to receive
restricted common shares for compensation earned, calculated at the closing
price on the first trading day of the month of compensation earned, discounted
by 50%.
In
addition, upon termination of the Executive’s employment with the Company, the
Company shall provide and Executive shall receive (i) Executive’s Base
Compensation accrued through the date of termination; (ii) all accrued and
unpaid vacation pay and accrued bonuses, if any, to date of termination; (iii)
any bonuses which would have been paid but for the termination, prorated through
the date of termination, based upon the Company’s performance and in accordance
with the terms, provisions and conditions of any Company incentive bonus plan in
which Executive may be designated a participant; (iv) for a period of 12 months
after the date of termination, at the Company’s expense, coverage to Executive
under the Company’s life insurance and disability insurance policies; coverage
to Executive and his dependents for medical and dental insurance under the
Company’s health plan; if any of the Company’s medical and dental, life
insurance, or disability insurance plans are not continued or if Executive is
not eligible for coverage hereunder because of the termination of his
employment, the Company shall pay the amount required for Executive to obtain
equivalent coverage; and (v) reasonable outplacement services.
Further,
upon termination of Executive’s employment by the Company, all equity options,
restricted equity grants and similar rights held by the Executive with respect
to securities of the Company shall automatically become vested and shall become
immediately exercisable.
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9.
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Covenant Not to
Compete. The Executive agrees that during the Employment
Term, he will not, directly or indirectly, have any ownership interest of
five percent or more in a corporation, firm, trust, association or other
entity that is in competition with the Company, nor will Executive engage
in any activities which are directly in competition with the
Company.
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It is
expressly understood that the limitations contained in this Section 9 shall be
in addition to, and not in substitution of, any provisions of a separate
non-competition agreement which may be entered into between the Executive and
the Company. To the extent any provision herein is not consistent
with such non-competition agreement, the terms and provisions of the
non-competition agreement shall apply.
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10.
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Inventions. For
purposes of the Agreement, “Invention” shall mean any and all machines,
apparatuses, compositions of matter, methods, know-how, processes,
designs, configurations, uses, ideas, concepts, or writings of any kind,
discovered, conceived, developed, made, or produced, or any improvements
to them, and shall include, but not be limited to the definition of an
invention contained in the United Sates Patent
Laws.
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The
Executive understands and agrees that all Inventions, or trademarks or
copyrights relating thereto, which reasonably relate to the business of the
Company and which are conceived or made by him during his employment by the
Company either alone or with others, are the sole and exclusive property of the
Company. The Executive understands and agrees that all Inventions, trademarks,
or copyrights described above in this Section 9 are the sole and exclusive
property of the Company whether or not they are conceived or made during regular
working hours.
The
Executive agrees that he will disclose promptly and in writing to the Company
all Inventions within the scope of this Agreement, whether he considers them to
be patentable or not, which he, either alone or with others, conceives or makes
(whether or not during regular working hours). The Executive hereby
assigns and agrees to assign all his right, title, and interest in and to those
Inventions that relate to the business of the Company and agrees not to disclose
any of these to others without the written consent of the Company, except as
required by the conditions of his employment.
The
Executive agrees that he will at any time during his employment hereunder, or
after this Employment Agreement terminates, on the request of the Company, (i)
execute specific assignments in favor of the Company, or its nominee, of any of
the Inventions covered by this Agreement, (ii) execute all papers and perform
all lawful acts the Company considers necessary or advisable for the
preparation, application procurement, maintenance, enforcement, and defense of
patent applications and patents of the United States and foreign countries for
these Inventions, for the perfection or enforcement of any trademarks or
copyrights relating to such Inventions, and for the transfer of any interest the
Executive may have, and (iii) execute any and all papers and lawful documents
required or necessary to vest sole right, title, and interest in the Company or
its nominee of the above Inventions, patent applications, patents, or any
trademarks or copyrights relating thereto. The Executive will, at the
Company’s expense, execute all documents (including those referred to above) and
do all other acts necessary to assist in the preservation of all the Company’s
interests arising under this Agreement.
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11.
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Secrecy. For
purposes of this Agreement, “proprietary information” shall mean any
information relating to the business of the Company that has not
previously been publicly released by duly authorized representatives of
the Company and shall include (but shall not be limited to) Company
information encompassed in all computer code, software, notes, written
concepts, drawings, designs, plans, proposals, marketing and sales plans,
financial information, costs, pricing information, customer information,
and all methods, concepts, or ideas in or reasonably related to the
business of the Company.
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The
Executive agrees to regard and preserve as confidential all proprietary
information pertaining to the Company’s business that has been or may be
obtained by the Executive prior to or during his employment by the Company
(whether before, during or after the Employment Term hereof), whether he has
such information in his memory or in writing or other physical
form. The Executive will not use for his benefit or purposes, nor
disclose to others, either during the Employment Term or thereafter, except as
required by the conditions of his employment hereunder, any proprietary
information connected with the business or developments of the
Company.
The
Executive agrees not to remove from the premises of the Company, except as an
employee of the Company in pursuit of the business of the Company or any of its
subsidiaries, or except as specifically permitted in writing by the Company, any
document or object containing or reflecting any proprietary information of the
Company. The Executive recognizes that all such documents and
objects, whether developed by him or by someone else, are the exclusive property
of the Company. A breach of this provision shall be considered good
cause for termination. Upon termination of his employment hereunder,
for any reason, the Executive shall forthwith deliver up to the Company all
proprietary information, including, without limitation, all lists of customers,
correspondence, accounts, records and any other documents or property made or
held by him or under his control in relation to the business or affairs of the
Company or its affiliates, and no copy of any such proprietary information shall
be retained by him.
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12.
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Injunctive
Relief. The Executive acknowledges that in the event of a breach or
threatened breach by the Executive of any of the provisions of Sections 9,
10 or 11, monetary damages will not adequately compensate the Company and
the Company shall be entitled to an injunction restraining the Executive
from the commission of such breach, in addition to any other remedies or
rights the Company may have.
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13.
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Defense and
Indemnification. In the event that the Executive is named as a
defendant in any lawsuit arising from his duties as an employee of the
Company, or is called as a witness to any administrative or legal
proceeding arising from his duties as an employee of the Company, the
Company agrees to defend Executive and indemnify him from any expenses or
obligations incurred thereby, including legal and attorney’s fees, as well
as transportation costs, such that Executive will have no out of pocket
costs or liabilities. The parties are aware that this obligation of the
Company shall remain in effect after Executive’s employment with the
Company terminates.
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14.
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Notices. Any
notice required or permitted to be given hereunder shall be in writing and
shall be delivered by prepaid registered or certified mail, return receipt
requested. Such duly mailed notice shall be deemed given when
dispatched. The address for mailed notices shall
be:
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For the
Executive:
Xx. Xxxx
Xxxx
0000 X.
Xxxx Xxxx Xxxxx
Xxxxxx,
Xxxxxxxxxx 00000
For the
Company:
0000 Xxxx
Xxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
Any party
may notify the other parties in writing of a change of address by serving notice
in the manner provided in this Section.
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15.
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No Conflicting
Agreements. Except as set forth herein, the Executive represents
and warrants that neither the execution and delivery of this Agreement nor
the performance of his duties hereunder violates or will violate the
provisions of any agreement to which he is a party or by which he is
bound.
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16.
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Governing Law; Entire
Agreement. This Agreement shall be construed according to the laws
of the State of California, and constitutes the entire understanding
between the parties, superseding and replacing all prior understandings
and agreements relating to employment between the Company and the
Executive and the parties shall cause such other agreements, if any, to be
terminated. This Agreement cannot be changed or terminated
except by an instrument in writing signed by each of the parties hereto.
In the event that litigation is commenced to enforce the terms of this
Agreement, the parties agree that venue shall lie in the Superior Court of
Orange County, California.
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17.
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Amendments. If
any provision of this Agreement or the application thereof shall for any
reason be invalid or unenforceable, such provision shall be limited only
to the extent necessary in the circumstances to make such provision valid
and enforceable and its partial or total invalidity or unenforceability
shall in any event not affect the remaining provisions of this Agreement
which shall continue in full force and
effect.
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IN
WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement
as of the date first above written.
By /s/ Xxxxxx
Xxxxxx
Xxxxxx Xxxxxx, President &
CEO
EXECUTIVE:
By /s/ Xxxx
Xxxx
Xxxx Xxxx
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