EXHIBIT 10.3
EMPLOYEE STOCK COMPENSATION AGREEMENT
This agreement ("Agreement") is made and entered into as of the day of
, 2004, by and between WIEN GROUP, Inc., a New York 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 2005-Employees -- Consultants Stock Compensation Plan of Wien Group, 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.
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.
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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
4,000,000 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.
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 New York
without reference to its rules as to conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
"ISSUER": "CONSULTANT":
WIEN GROUP, INC.,
a New York corporation
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Name of Consultant (type or print)
By:
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Xxxxxxx X. Xxxx, Signature and, if applicable, title
Chief Executive Officer
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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
