EXHIBIT 10.26
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of December __, 1999 by
________________ ("Consultant") and GLOBAL MEDIA CORP., a Nevada corporation
(the "Company").
1. TERM OF AGREEMENT.
(a) TERMINATION UPON NOTICE. This Agreement may be terminated
at any time by Consultant or by the Company by giving the other party 30 days'
advance notice in writing.
(b) EXPIRATION DATE. This Agreement shall terminate on
December __, 2002, if not terminated earlier under Subsection (a) above.
(c) FEES AND EXPENSES. Upon the termination of this Agreement
under Subsection (a) or (b) above, Consultant shall only be entitled to his
vested options as set forth in Section 4(a) below and to reimbursement of
expenses which were incurred before the termination becomes effective and which
are reimbursable under Section 4(b) below.
2. SCOPE OF SERVICES.
(a) PROMOTION OF GLOBAL MEDIA NETWORK. Consultant will use his
best efforts to (i) assist the Company in promoting the Global Media Network and
the Global Media Broadcast Network to potential network associates, (ii)
introduce the Company's representatives to Consultant's contacts in the radio
industry who are or may know potential network associates, and (c) facilitate
the successful consummation of agreements with potential network associates whom
the Consultants have introduced to the Company.
(b) ADVISORY COMMITTEE PARTICIPATION. Consultant agrees to
serve on an ad hoc advisory committee ("Advisory Committee") to review and
provide customer-centric feedback on features of the Company's e-commerce and
broadcasting systems, particularly new developments prior to their commercial
implementation. In such capacity, Consultant will make himself reasonably
available on an as-needed basis to review and consult with the Company on such
features. In addition, during the year following the date of this Agreement,
Consultant agrees to attend, either in person or telephonically, up to six
meetings of the Advisory Committee with representatives of the Company. It is
expected that three meetings will occur during the first quarter following the
date of this Agreement, with one meeting per quarter thereafter.
(c) TIME AND EFFORT. It is anticipated that Consultant will
devote an average of approximately ten hours per month to the performance of
services described in Subsections (a) and (b). Consultant agrees to use his
best efforts to perform such services. Consultant shall be responsible for
maintaining, at his own expense, a place of work, any necessary equipment and
supplies, and appropriate communications facilities.
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3. WORK FOR OTHERS.
The Company recognizes and agrees that Consultant may perform services
for other persons, provided that such services do not represent a conflict of
interest. In particular, the Company acknowledges that Consultant is a
full-time employee of Standard Radio Inc.
4. COMPENSATION AND EXPENSES.
(a) OPTION COMPENSATION. The Company shall grant Consultant
options to purchase up to 20,000 shares of its common stock, par value $0.001
per share ("Common Stock"), at an exercise price per share equal to the closing
sales price of the Company's Common Stock on the OTC Bulletin Board as of the
date of this Agreement. Such options shall be granted pursuant to the Company's
1999 Stock Option Plan and its standard form stock option agreement; with such
variations as are necessary to implement the following terms with respect to the
circumstances under which the options shall become vested and exercisable:
(i) options to purchase 1,500 shares shall vest for each
meeting of the Advisory Committee actually attended
in person or telephonically;
(ii) options to purchase 1,000 shares shall vest for each
personal introduction to a Decision Maker of a
Prospect, as each of such terms is defined below,
which personal introduction is confirmed in writing
by Consultant in a written notice to the Chief
Financial Officer of the Company; and
(iii) options to purchase 1,500 shares shall vest upon the
execution by Global Media and a Prospect of one or
more network associate agreements,
subject to the maximum number of options set forth above.
"Prospect" means an entity that owns or operates radio stations that
Consultant believes in good faith will be interested in subscribing to the
Global Media e-commerce network and/or the Global Media broadcast network,
where Global Media does not have a then-existing relationship with or contact
at such entity or its constituent radio stations. "Decision Maker" means a
person within the Prospect's organization with management level
responsibility for business or corporate or whose primary job
responsibilities otherwise include the power to decide whether or not to
pursue a contractual relationship with Global Media , and does not include
persons who serve in solely an administrative role within the Prospect's
organization.
(b) EXPENSES. Upon presentation by Consultant of an invoice
accompanied by supporting documentation satisfactory to the Company, the Company
shall reimburse Consultant monthly for reasonable expenses, including (without
limitation) travel expenses, incurred directly on behalf of the Company in
connection with the performance of services hereunder.
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5. NO EMPLOYEE BENEFITS.
Consultant shall not be eligible to participate in any of the Company's
employee benefit plans, fringe benefit programs, group insurance arrangements or
similar programs.
6. INDEPENDENT CONTRACTOR.
In performing services for the Company pursuant to this Agreement,
Consultant shall act in the capacity of an independent contractor with respect
to the Company and not as an employee of the Company. As an independent
contractor, Consultant shall accept any directions issued by the Company
pertaining to the goals to be attained and the results to be achieved by him or
her but shall be solely responsible for the manner and hours in which he or she
will perform his or her services under this Agreement.
7. COMPLIANCE WITH LEGAL REQUIREMENTS.
The Company shall not provide workers' compensation, disability
insurance, unemployment compensation coverage nor any other statutory benefit to
Consultant. To the extent applicable, Consultant shall comply at his expense
with all applicable provisions of workers' compensation laws, unemployment
compensation laws, federal, provincial and local income tax laws, and all other
applicable federal, provincial and local laws, regulations and codes relating to
terms and conditions of employment required to be fulfilled by employers or
independent contractors.
8. NONDISCLOSURE.
During the term of this Agreement and thereafter, Consultant shall not,
without the prior written consent of the Company, disclose or use for any
purpose (except in the course of his service under this Agreement and in
furtherance of the business of the Company) confidential information or
proprietary data of the Company, except as required by applicable law or legal
process; provided, however, that "confidential information" shall not include
any information known generally to the public or ascertainable from public or
published information (other than as a result of unauthorized disclosure by
Consultant) or any information of a type not otherwise considered confidential
by persons engaged in the same business or a business similar to that conducted
by the Company. Consultant agrees to deliver to the Company at the termination
of his or her service, or at any other time that the Company may request, all
memoranda, notes, plans, records, reports and other documents (and copies
thereof) relating to the business of the Company which he or she may then
possess or have under his or her control.
9. MISCELLANEOUS PROVISIONS.
(a) NOTICE. Notices and all other communications contemplated
by this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by certified mail, return receipt
requested and postage prepaid. In the case of Consultant, mailed notices shall
be addressed to him or her at the address which he or she most recently
communicated to the Company in writing. In the case of the Company, mailed
notices shall be addressed to its corporate headquarters, and all notices shall
be directed to the attention of its Chief Financial Officer.
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(b) WAIVER. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by Consultant and by an authorized officer of the Company.
No waiver by either party or any breach of, or compliance with, any condition or
provision of this Agreement by the other party shall be considered a waiver of
any other condition or provision or of the same condition or provision at
another time.
(c) WHOLE AGREEMENT. No agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
either party with respect to the subject matter hereof.
(d) CHOICE OF LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
Nevada (other than their choice-of-law provisions).
(e) SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision hereof, which shall remain in full force and effect.
(f) ASSIGNMENT AND SUCCESSORS. Neither party shall assign any
right or delegate any obligation hereunder without the other party's written
consent, and any purported assignment or delegation by a party hereto without
the other party's written consent shall be void. This Agreement shall be
binding upon and inure to the benefit of the Company and its successors and
Consultant, his or her heirs, executors, administrators and legal
representatives.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer.
GLOBAL MEDIA CORP.
By:_______________________________________ ______________________________
Xxxxxx Xxxxxx, Chief Executive Officer Consultant
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