EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (this "AGREEMENT") is made as of the 23rd
day of
September, 2008 and effective as of 6 June 2008 (the "EFFECTIVE
DATE"), by and
between WIN GAMING MEDIA, INC. (the "COMPANY"), a corporation
incorporated under
the laws of the State of Nevada with its offices located at 103
Foulk Rd.,
Wilmington, DE 19803, USA from the one hand, and Citron Investments
Ltd., an
Israeli Private Company Number 512083270, having its principal
place of business
at 4 Ovadia Street, Ramat Gan 52245, Israel (the "CONSULTANT"),
from the second
hand. The Company and the Consultant may be referred to as a
"PARTY" and
collectively as the "PARTIES".
WHEREAS, the Company desires to retain the services of the
Consultant, solely
through Mr. Shimon Citron, to serve as the Chief Executive Officer
of the
Company (the "CEO") in a part time capacity (the "SERVICES"), and
Shimon Citron
represents that he has the requisite skills and knowledge to serve
in such
capacity, and it desires to be engaged in such position, according
to the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the Parties' mutual covenants
and other good
and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the Parties agree as follows:
1.
ENGAGEMENT
1.1.
The Consultant shall provide the Company with the Services through
Mr.
Shimon Citron. Accordingly, Mr. Shimon Citron, shall serve as,
and
with the title, office and authority of, the CEO of the Company.
Since
the Consultant already started to provide the Company with the
Services commencing on the Effective Date, it is agreed that
the
provisions of this Agreement shall apply retroactively from the
Effective Date.
1.2.
Shimon Citron shall have effective supervision and control over,
and
responsibility for, the strategic direction and general and
active
day-to-day leadership and management of the business and affairs
of
the Company and the direct and indirect subsidiaries of the
Company,
subject only to the authority of the board of directors of the
Company
(the "BOARD"). Shimon Citron shall have all of the powers,
authority,
duties and responsibilities usually incident to the position of a
CEO
of a corporation.
1.3.
Shimon Citron shall report to and be under the management of
the
Board. The CEO shall comply with the instructions of the Board,
or
such persons that the Board may appoint for that purpose,
including
instructions concerning procedures and discipline.
1.4.
Shimon Citron agrees to provide the Services from the Company's
offices, located in Israel. Without derogating from the above,
Shimon
Citron acknowledges that due to the nature of a CEO position, he
shall
travel on temporary trips to such other place or places as may
be
required from time to time to perform the CEO"s duties
hereunder.
1.5.
Shimon Citron undertakes to devote at least 25 (twenty five) hours
per
week exclusively to the business and affairs of the Company as
required for the provision of the Services. During the term of
the
this Agreement, Shimon Citron will be permitted to be engaged in
other
business activities, for himself or any other person, provided
that
such engagement shall
not raise actual or potential conflicts of
interest with the Company's business and affairs. During the
term
hereof and thereafter as provided below, neither the Consultant
nor
Mr. Shimon Citron will render any services to any supplier or
customer
of the Company and/or to any competitor of the Company.
1.6.
In rendering the Services, the Consultant and Mr. Shimon Citron
shall
comply with all policies and procedures of the Company, as may be
in
effect from time to time.
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2.
CONSIDERATION
In
consideration for the Services to be performed by Consultant under
the
terms and conditions of this Agreement, the Consultnat shall be
entitled to
receive from the Company, during the term of this Agreement, the
following
remuneration:
2.1.
MONTHLY FEE. In consideration for the Services, the Company shall
pay
the Consultant a monthly fee (the "MONTHLY FEE") of Ten
Thousand
United States Dollars (US$ 10,000). The Monthly Fee shall be paid
at
monthly intervals, in accordance with the normal payroll practices
of
the Company. The Company shall make deductions from the Monthly Fee
as
is customary and as required under applicable law.
2.2.
EXPENSES. The Company shall pay or reimburse the Consultant for
all
travel expenses incurred or paid by the Consultant in connection
with
the performance of the Services under this Agreement upon approval
of
the expense statements or vouchers or such other supporting
information, as it shall be requested from time to time by the
Board.
The Company shall also reimburse Mr. Citron for all the
expenses
incurred or paid by him in connection with the performance of
the
Services, provided that such expenses shall be approved by the
Board
in advance.
2.3.
MOTOR VEHICLE. The Consultant shall be entitled to repayment by
the
Company of expenses incurred by the Consultant in connection with
one
automobile owned and operated by Mr. Citron. Such expenses
shall
include, without limitation, the insurance (with coverage
reasonably
satisfactory to the Consultant), gasoline, oil, tires, warranty
and
routine service and other maintenance and repairs for the
automobile,
provided that the total amounts payable to the Consultant by
the
Company for such expenses shall not exceed One Thousand United
States
Dollars (US$ 1,000) per month. The Consultant shall not be entitled
to
compensation for fines for traffic violations.
2.4.
SPECIAL BONUS. It is agreed that should the Company's
valuation,
during the term of this Agreement (including the Notice Period
as
defined below), as indicated from the price per share for each of
the
Company's shares as quoted on the stock exchange or on an
automatic
quotation system (such as the Over The Counter Bulletin Board)
in
which the Company's shares are listed or quoted, shall exceed
Ten
Million United States Dollars (US$ 10,000,000) throughout a
continuous
period of at lease thirty (30) consecutive days, then the
Consultant
shall be entitled to receive from the Company a special bonus
(the
"SPECIAL BONUS") equals to Two Per Cents (2%) of the average
Company's
valuation in such thirty days period.
2.5.
LIABILITY INSURANCE. During the term of this Agreement, the
Company
undertakes to include Mr. Shimon Citron in the framework of the
Company's Directors and Officers insurance policy, in similar
amounts,
terms, conditions and limitations as apply to the other officers
of
the Company, from time to time.
2.6.
RENEGOTIATION OF TERMS. The Consultant's compensation and
benefits
under this Agreement shall be renegotiated on the first anniversary
of
the Effective Date.
2.7.
All payments hereunder, including payment of the Monthly Fee,
the
reimbursement of expenses related to the Motor Vehicle and the
Special
Bonus (to the extent the Consultant shall be entitled to receive
it),
shall be made against Consultant's itemized invoice, and, if
applicable, shall be accompanied by VAT at the rate prescribed by
law,
subject to any set-offs or other deductions of any nature as
required
under any applicable law, unless Consultant provides the Company
with
appropriate tax exemption documentation. Income tax imposed on
the
Consultant in connection with any payments to be made under the
Agreement (including with respect to any shares of the Company
granted
to Consultant in lieu of the Special Bonus) shall be borne by
the
Consultant. For the avoidance of doubt, the Company shall have
the
right to withhold any applicable tax with respect to any
payment
and/or other benefit (such as the grant of shares) payable
and/or
granted to Consultant hereunder, unless consultant provides the
Company with appropriate tax exemption documentation.
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2.8.
For the avoidance of any doubt, the Monthly Fee, the reimbursement
of
expenses as provided above and the Special Bonus (to the extent
the
Consultant shall be entitled to receive it) (together the
"CONSIDERATION"), constitute the full and final consideration for
the
Services, and the Consultant shall not be entitled to any
additional
consideration, of any sort for its Services.
2.9.
All payments and other benefits hereunder shall be paid and granted
to
the Consultant, or any of its counterparts, as shall be informed
by
the Consultant to the Company in writing from time to time.
3. TERM AND
TERMINATION
3.1.
The term of this Agreement shall be six (6) months, commencing on
the
Effective Date (the "TERM"), unless and until terminated by
either
Party for any reason, as provided in Section 3.2 hereunder, and
thereafter shall be automatically extended for undefined period
following the expiration of such six (6) months.
3.2.
This Agreement may be terminated by either Party, at any time,
without
any further obligation to the other Party under this Agreement
(other
than those obligations surviving termination or expiration hereof),
by
ninty (90) days prior written notice to the other Party (the
"NOTICE
PERIOD"), unless terminated as a result of a material breach, in
which
case this Agreement may be terminated by either Party upon
fourteen
(14)
days prior written notice to the other Party if such a breach
was
not cured during the aforesaid fourteen (14) days period.
3.3.
Upon expi
