EXHIBIT 10.3
EMPLOYEE STOCK COMPENSATION AGREEMENT
This agreement ("Agreement") is made and entered into as of the day of ,
2004, by and between Advanced Media Training, Inc., a Delaware corporation
("Issuer") and the undersigned ("Employee").
R E C I T A L S
WHEREAS, Employee and Issuer mutually desire for Issuer to compensate and
reward Employee for Employee's services to Issuer and for Issuer to provide
Employee with an incentive to continue employment with Issuer and to assist
Issuer with its business and operations.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties agree as follows:
1. Employment Compensation. Pursuant to the terms and conditions of the
2004-Employees -- Consultants Stock Compensation Plan of Advanced Media
Training, Inc. (the "Plan"), and subject to the conditions set forth in this
Agreement, Issuer and Consultant hereby agree that:
1.1 In recognition of all Employee's past efforts to and on behalf of
Issuer and as an incentive for Employee to continue employment with Issuer and
to assist Issuer with its efforts, then for a period of not less than nine (9)
months following the date of this Agreement, Employee shall continue to devote
time and effort to Issuer, including providing assistance with the business and
operations of Issuer, locating potential business opportunities for Issuer and
providing other services and assistance to Issuer as may be needed, all within
the guidelines established by Issuer from time to time (the "Employment
Services"); and
1.2 Issuer shall issue to Employee and Employee shall accept from
Issuer, as compensation for the Employment Services, that number of shares of
Issuer's common stock which is set forth on the signature page of this Agreement
(the "Shares").
2. Registration, Issuance and Delivery of Shares. If not completed prior to
the execution of this Agreement, Issuer shall register the Shares issued to
Employee by filing a Form S-8 registration statement (the "Registration
Statement") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"). At such time as the Registration
Statement becomes effective, Issuer shall issue a stock certificate representing
the Shares to Employee and shall deliver the stock certificate at the address
specified by Employee in the delivery instructions on the signature page of this
Agreement.
1
3. Issuer's Representations and Warranties. In addition to any
representations or warranties provided in the Plan, Issuer hereby represents and
warrants to Employee that:
3.1 Authority. The individual executing and delivering this agreement
on Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability Issuer has duly executed and delivered this
Agreement and (subject to its execution by Employee) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this Agreement. Issuer is authorized to issue
25,000,000 shares of common stock, of which less than 2,000,000 are currently
issued and outstanding. All of Issuer's outstanding shares of common stock have
been duly and validly issued and are fully paid, non-assessable and not subject
to any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and delivered to Employee as payment for services rendered as
provided by this Agreement, will be validly issued, fully paid and non-
assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
4. Miscellaneous.
4.1 Assignment. Neither this Agreement nor any portion hereof is
transferable or assignable by Employee.
4.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by facsimile transmission of an executed copy of
this Agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this
Agreement are for the convenience of reference only and are not to be considered
in construing this Agreement.
4.4 Severability. The invalidity or un-enforceability of any particular
provision of this Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Agreement.
4.5 Entire Agreement. Except for the Plan, this Agreement constitutes
the entire agreement and understanding between the parties with respect to the
subject matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters. Provided however, that if any conflict, confusion or ambiguity exists
between this Agreement and the Plan, then the Plan shall prevail.
4.6 Waiver and Amendment. Except as otherwise provided herein, the
provisions of this Agreement may be waived, altered, amended or repealed, in
whole or in part, only upon the mutual written agreement of Employee and Issuer.
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4.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This Agreement is governed by and shall be construed
in accordance with the internal law of the State of Delaware without reference
to its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
"ISSUER":
ADVANCED MEDIA TRAINING, INC.,
a Delaware corporation
By: _____________________________
XXXXX XXXXX, Chief Executive
Officer and President
"EMPLOYEE":
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Name of Employee (type or print)
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Signature and, if applicable, title
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Street address
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City, state/province, country and postal code
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Telephone
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Social Security Number or Federal Tax I.D. Number
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Number of Shares
3
