__________
EXECUTIVE SERVICES
AGREEMENT
Among each of :
I-LEVEL MEDIA GROUP
INCORPORATED
And :
MA DA
i-level Media Group
Incorporated
Suite 5B - 98 Liu He Road, Shanghai, PRC,
200001
__________
EXECUTIVE SERVICES AGREEMENT
THIS EXECUTIVE SERVICES AGREEMENT is made and
dated for reference as fully executed on this 1st day of August,
2008 .
AMONG EACH OF :
I-LEVEL MEDIA GROUP
INCORPORATED , a
company
incorporated under the laws of the State of Nevada, U.S.A., and
having an office and an address for notice and delivery located
at
Suite 5B - 98 Liu He Road, Shanghai, PRC, 200001
(the "
Company ");
OF THE FIRST
PART
AND :
MA DA, business person, having an address for notice
and
delivery located at 2868 Jinxiu Rd., Block 6, Apt. 701, Pudong
District, 200125, Shanghai, PRC
(the "
Executive ");
OF THE SECOND
PART
(the Company and the Executive being
hereinafter singularly also
referred to as a " Party " and collectively referred to as
the " Parties "
as the context so requires).
WHEREAS :
A.
The
Company is a reporting company incorporated under the laws of the
State of Nevada, U.S.A., and has its common shares listed for
trading on the NASDAQ Over-The-Counter Bulletin Board;
C.
The
Company is desirous of appointing the Executive as the President
and Chief Executive Officer of the Company, and the Executive is
hereby desirous of accepting such positions, in order to provide
such related services to the Company (collectively, the "
General Services ");
D.
Since the introduction of the
Parties hereto the Parties hereby acknowledge and agree that there
have been various discussions, negotiations, understandings and
agreements between them relating to the terms and conditions of the
General Services and, correspondingly, that it is their intention
by the terms and conditions of this agreement (the "
Agreement ") to hereby replace, in their entirety, all such
prior discussions, negotiations, understandings and agreements with
respect to the General Services; and
E.
The Parties hereto have agreed to
enter into this Agreement which replaces, in its entirety, all such
prior discussions, negotiations, understandings and agreements,
and, furthermore, which necessarily clarifies their respective
duties and obligations with respect to the within General Services
to be provided hereunder, all in accordance with the terms and
conditions of this Agreement;
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NOW THEREFORE THIS AGREEMENT WITNESSETH that, in
consideration of the mutual covenants and provisos herein
contained, THE PARTIES HERETO AGREE AS FOLLOWS
:
Article 1
DEFINITIONS AND INTERPRETATION
1.1
Definitions . For all purposes of this Agreement,
except as otherwise expressly provided or unless the context
otherwise requires, the following words and phrases shall have the
following meanings:
(a)
" Agreement "
means this Executive Services Agreement as from time to time
supplemented or amended by one or more agreements entered into
pursuant to the applicable provisions hereof, together with any
Schedules attached hereto;
(b)
" Arbitration Rules " means the Rules of the American
Arbitration Association , as
amended from time to time, as set forth in Article "9"
hereinbelow;
(c)
" Benefits " has
the meaning ascribed to it in section "4.9" hereinbelow;
(d)
" Board of
Directors " means the Board of Directors of the Company as duly
constituted from time to time;
(e)
" Bonus " has the
meaning ascribed to it in section "4.4" hereinbelow;
(f)
" Business " has
the meaning ascribed to it in recital "C." hereinabove.
(g)
" business day "
means any day during which Chartered Banks are open for business in
the City of Hong Kong, People's Republic of China;
(h)
" Company " means
i-level Media Group Incorporated, a company incorporated under the
laws of the State of Nevada, U.S.A., or any successor company,
however formed, whether as a result of merger, amalgamation or
other action;
(i)
" Companies "
means, collectively, the Company and all of its wholly-owned
subsidiaries, or any successor companies, however formed, whether
as a result of merger, amalgamation or other action;
(j)
" Company's
Non-Renewal Notice " has the meaning ascribed to in section
"3.2" hereinbelow;
(k)
" Effective Date
" has the meaning ascribed to in section "3.1"
hereinbelow;
(l)
" Effective
Termination Date " has the meaning ascribed to it in each of
sections "3.3", "3.4", "3.5", "3.6" and "5.3"
hereinbelow;
(m)
" Exchange Act ",
" Form S-8 Registration Statement ", " SEC ", "
Registration Statement " and " Securities Act " have
the meanings ascribed to them in section "4.8"
hereinbelow;
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(n)
" Executive "
means Ma Da;
(o)
" Expenses " has
the meaning ascribed to it in section "4.5" hereinbelow;
(p)
" Fee " has the
meaning ascribed to it in section "4.1" hereinbelow;
(q)
" Initial Term "
has the meaning ascribed to it in section "3.1"
hereinbelow;
(r)
" General
Services " has the meaning ascribed to it in section "2.1"
hereinbelow;
(s)
" Indemnified
Party " has the meaning ascribed to it in section "7.1"
hereinbelow;
(t)
" Notice of
Termination Date " has the meaning ascribed to it in each of
sections "3.3", "3.4", "3.5" and "5.3" hereinbelow;
(u)
" Option " has
the meaning ascribed to it in section "4.7" hereinbelow;
(v)
" Option Plan "
has the meaning ascribed to it in section "4.7"
hereinbelow;
(w)
" Option Share "
has the meaning ascribed to it in section "4.7"
hereinbelow;
(x)
" OTCBB " means
the NASDAQ Over-The-Counter Bulletin Board ;
(y)
" Parties " or "
Party " means, individually and collectively, the Company,
and/or the Executive hereto, as the context so requires, together
with each of their respective successors and permitted assigns as
the context so requires;
(z)
" Property " has
the meaning ascribed to it in section "5.4" hereinbelow;
(aa)
" Regulatory Approval " means
the acceptance for filing, if required, of the transactions
contemplated by this Agreement by the Regulatory
Authorities;
(ab)
" Regulatory Authorities "
and " Regulatory Authority " means, either singularly or
collectively as the context so requires, such regulatory agencies
who have jurisdiction over the affairs of either of the Company
and/or the Executive and including, without limitation, and where
applicable, the United States Securities and Exchange Commission,
the NASDAQ, the OTCBB and all regulatory authorities from whom any
such authorization, approval or other action is required to be
obtained or to be made in connection with the transactions
contemplated by this Agreement;
(ac)
" subsidiary " means
any company or companies of which more than 50% of the outstanding
shares carrying votes at all times (provided that the ownership of
such shares confers the right at all times to elect at least a
majority of the directors of such company or companies) are for the
time being owned by or held for that company and/or any other
company in like relation to that company and includes any company
in like relation to the subsidiary; and
(ad)
" Vacation " has the meaning
ascribed to it in section "4.6" hereinbelow.
1.2
Interpretation . For the purposes of this Agreement,
except as otherwise expressly provided or unless the context
otherwise requires:
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(a)
the words " herein
", " hereof " and " hereunder " and other words of
similar import refer to this Agreement as a whole and not to any
particular Article, section or other subdivision of this
Agreement;
(b)
any reference to an
entity shall include and shall be deemed to be a reference to any
entity that is a permitted successor to such entity; and
(c)
words in the singular
include the plural and words in the masculine gender include the
feminine and neuter genders, and vice versa .
Article 2
GENERAL SERVICES AND
DUTIES OF THE EXECUTIVE
2.1
General Services . During the Initial Term and during the
continuance of this Agreement the Company hereby agrees to
retain the Executive as the President and Chief Executive Officer
of each of the Companies, and the
Executive hereby agrees to be subject to the direction and
supervision of, and to have the authority as is delegated to the
Executive by, the Board of Directors consistent with such
positions, and the Executive also agrees to accept such positions
in order to provide such related services as the Board of Directors
shall, from time to time, reasonably assign to the Executive and as
may be necessary for the ongoing maintenance and development of the
Companies' various Business interests during the Initial Term and
during the continuance of this Agreement (collectively, the "
General Services "); it being expressly acknowledged and
agreed by the Parties hereto that the Executive shall initially
commit and provide to the Companies the General Services on a
reasonably full-time basis during the Initial Term and during the
continuance of this Agreement for which the Company, as more
particularly set forth hereinbelow, hereby agrees to pay and
provide to the order and direction of the Executive each of the
proposed compensation amounts as set forth in Articles "4"
hereinbelow.
In
this regard it is hereby acknowledged and agreed that the Executive
shall be entitled to communicate with and shall rely upon the
immediate advice, direction and instructions of the Chairman of the
Board of Directors of the Company, or upon the advice or
instructions of such other director or officer of the Company as
the Chairman of the Board of Directors of the Company shall, from
time to time, designate in times of the Chairman's absence, in
order to initiate, coordinate and implement the General Services as
contemplated herein subject, at all times, to the final direction
and supervision of the Board of Directors.
2.2
Additional duties respecting the General Services .
Without in any manner limiting the generality of the General
Services to be provided as set forth in section "2.1" hereinabove,
it is hereby also acknowledged and agreed that Executive will,
during the Initial Term and during the continuance of this
Agreement, devote substantially all of the Executive's consulting
time to the General Services of the Executive as may be determined
and required by the Board of Directors for the performance of said
General Services faithfully, diligently, to the best of the
Executive's abilities and in the best interests of the Companies
and, furthermore, that the Executive's consulting time will be
prioritized at all times for the Companies in that
regard.
2.3
Adherence to rules and policies of the Companies .
The Executive hereby acknowledges and agrees to abide by the
reasonable rules, regulations, instructions, personnel practices
and policies of the Companies and any changes therein which may be
adopted from time to time by the same as such rules, regulations,
instructions, personnel practices and policies may be reasonably
applied to the Executive as the President and Chief
Executive Officer of the Companies .
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Article 3
INITIAL TERM, RENEWAL AND TERMINATION
3.1
Effectiveness and Initial Term of the Agreement . The
initial term of this Agreement (the " Initial Term ") is for
a period of 24 months commencing on August 1, 2008 (the "
Effective Date "), however, is subject, at all times, to the
Company's prior receipt, if required, of Regulatory Approval from
each of the Regulatory Authorities to the terms and conditions of
and the transactions contemplated by this Agreement.
3.2
Renewal by the Company after the Initial Term .
Subject at all times to sections "3.3", "3.4", "3.5" and "5.3"
hereinbelow, this Agreement shall renew automatically if not
specifically terminated in accordance with the following
provisions. The Company, on behalf of the Company, agrees to notify
the Executive in writing at least 90 calendar days prior to the end
of the Initial Term of its intent not to renew this Agreement (the
" Company's Non-Renewal Notice "). Should the Company fail
to provide a Company's Non-Renewal Notice this Agreement shall
automatically renew on a three-month to three-month term renewal
basis after the Initial Term until otherwise specifically renewed
in writing by each of the Parties hereto for the next three-month
term of renewal or, otherwise, terminated upon delivery by the
Company of a corresponding and follow-up 90 calendar day Company's
Non-Renewal Notice in connection with and within 90 calendar days
prior to the end of any such three-month term renewal period. Any
such renewal on a three-month basis shall be on the same terms and
conditions contained herein unless modified and agreed to in
writing by the Parties in advance.
3.3
Termination without cause by the Executive .
Notwithstanding any other provision of this Agreement, this
Agreement may be terminated by the Executive at any time after the
Effective Date and during the Initial Term and during the
continuance of this Agreement upon the Executive's delivery to the
Company of prior written notice of its intention to do so (the "
Notice of Termination " herein) at least 30 calendar days
prior to the effective date of any such termination (the end of
such 30-day period from such Notice of Termination being the "
Effective Termination Date " herein). In any such event the
Executive's ongoing obligation to provide the General Services will
continue only until the Effective Termination Date and the
Company's ongoing obligation to provide and to pay to the Executive
all of the amounts otherwise payable to the Executive under Article
"4" hereinbelow will continue only until the Effective Termination
Date.
3.4
Termination without cause by the Company .
Notwithstanding any other provision of this Agreement, this
Agreement may be terminated by the Company at any time after the
Effective Date and during the Initial Term and during the
continuance of this Agreement upon the Company's delivery to the
Executive of prior written notice of its intention to do so (the "
Notice of Termination " herein) at least 30 calendar days
prior to the effective date of any such termination (the end of
such 30-day period from such Notice of Termination being the "
Effective Termination Date " herein). In any such event the
Executive's ongoing obligation to provide the General Services will
immediately cease upon the date of the Notice of Termination,
however, the Company shall continue to be obligated to provide and
to pay to the Executive all of the amounts otherwise payable to the
Executive under Article "4" hereinbelow until the end of the entire
Initial Term under this Agreement; such ongoing compensation
representing the Executive's clear and unequivocal severance for
the early termination by the Company without cause of this
Agreement prior to the completion of the Initial Term.
3.5
Termination for cause by any Party . Notwithstanding
any other provision of this Agreement, this Agreement may be
terminated by any Party hereto at any time upon written notice to
the other Party of such Party's intention to do so (the " Notice
of Termination " herein) at least 30 calendar days prior to the
effective date of any such termination (the end of such 30-day
period from such Notice of Termination being the " Effective
Termination Date " herein), and damages sought, if:
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(a)
the other Party fails to cure a material breach of any provision of
this Agreement within 21 calendar days from its receipt of written
notice from said Party (unless such material breach cannot be
reasonably cured within said 21 calendar days and the other Party
is actively pursuing to cure said material breach);
(b)
the other Party is
willfully non-compliant in the performance of its respective duties
under this Agreement within 21 calendar days from its receipt of
written notice from said Party (unless such willful non-compliance
cannot be reasonably corrected within said 21 calendar days and the
other Party is actively pursuing to cure said willful
non-compliance);
(c)
the other Party commits
fraud or serious neglect or misconduct in the discharge of its
respective duties hereunder or under the law; or
(d)
the other Party becomes adjudged bankrupt or a petition for
reorganization or arrangement under any law relating to bankruptcy,
and where any such involuntary petition is not dismissed within 21
calendar days.
In any such event the Executive's ongoing obligation to provide the
General Services will continue only until the Effective Termination
Date and the Company shall continue to pay to the Executive all of
the amounts otherwise payable to the Executive under Article "4"
hereinbelow until the Effective Termination Date.
3.6
Disability or death and Advance .
Notwithstanding any other provision of this Agreement, this
Agreement may be terminated at any time by any Party within 21
calendar days after the death or
disability of the Executive, as a without fault termination (the
resulting effective date of any such termination being
herein also the " Effective Termination Date ").
For the purposes of this Agreement
the term " disability " shall mean the Executive shall have
been unable to provide the General Services contemplated under this
Agreement for a period of 90 calendar days, whether or not
consecutive, during any 360 calendar day period, due to a physical
or mental disability. A determination of disability shall be made
by a physician satisfactory to both the Executive and the Company;
provided that if the Executive and the Company do not agree on a
physician, the Executive and the Company shall each select a
physician and these two together shall select a third physician
whose determination as to disability shall be binding on all
Parties. In the event that the Executive's employment is terminated
by death or because of disability pursuant to this Agreement, the
Company shall pay to the estate of the Executive or to the
Executive, as the case may be, all amounts to which the Executive
would otherwise be entitled under Article "4" hereinbelow until the
Effective Termination Date.
3.7
Effect of Termination . Terms of this Agreement
relating to accounting, payments, confidentiality, accountability
for damages or claims and all other matters reasonably extending
beyond the terms of this Agreement and to the benefit of the
Parties hereto or for the protection of the Business interests of
the Company shall survive the termination of this Agreement, and
any matter of interpretation thereto shall be given a wide latitude
in this regard. In addition, and without limiting the foregoing,
each of sections "3.3", "3.4", "3.5", "3.6" hereinabove and "5.3"
hereinabove shall survive the termination of this Agreement.
Article 4
COMPENSATION OF THE EXECUTIVE
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4.1
Fee . It is hereby acknowledged and agreed that the
Executive shall render the General Services as defined hereinabove
during the Initial Term and during the continuance of this
Agreement and shall thus be compensated from the Effective Date of
this Agreement to the termination of the same by way of the payment
by the Company to the Executive, or to the further order or
direction of the Executive as the Executive may determine, in the
Executive's sole and absolute discretion, and advise the Company of
prior to such payment, of the gross monthly fee of RMB 41,000.00,
payable in the People's Republic of China (the " Fee "). All
such Fees will be due and payable by the Company to the Executive,
or to the further order or direction of the Executive as the
Executive may determine, in the Executive's sole and absolute
discretion, and advise the Company of prior to any such Fee
payment, monthly and on or about the last day of each month of the
then monthly period of service during the continuance of this
Agreement.
4.2
Increase in the Fee . It is hereby acknowledged that
the proposed Fee payments under this Agreement were
negotiated as between the Parties
hereto in the context of the stage of development of the Company
existing as at the Effective Date of this Agreement.
Correspondingly, it is hereby acknowledged and agreed that
the Fee shall be reviewed
and renegotiated at the request of either Party on a reasonably
consistent basis during the continuance of this Agreement and, in
the event that the Parties cannot agree, then the Fee shall be
increased on an annual basis by the greater of (i) 10% and (ii) the
percentage which is the average percentage of all increases to
management salaries and fees within the Companies during the
previous 12-month period. Any
dispute respecting either the effectiveness or magnitude of the
final Fee hereunder shall be determined by arbitration in
accordance with Article "9" hereinbelow.
4.4
Bonus payments . It is hereby also acknowledged that
the Board of Directors shall, in good faith, consider the payment
of reasonable industry standard annual bonuses (each being a "
Bonus ") based upon the performance of the Company and upon
the achievement by the Executive and/or the Company of reasonable
management objectives to be reasonably established by the Board of
Directors (after reviewing proposals with respect thereto defined
by the Executive in the Executive's capacity as the
President and Chief Executive Officer of the Company, and delivered to the Board of Directors by the
Executive at least 30 calendar days before the beginning of the
relevant year of the Company (or within 90 calendar days following
the commencement of the Company's first calendar year commencing on
the Effective Date)). These management objectives shall consist of
both financial and subjective goals and shall be specified in
writing by the Board of Directors, and a copy shall be given to the
Executive prior to the commencement of the applicable year. The
payment of any such Bonus shall be payable no later than within 120
calendar days of the ensuing year after any calendar year
commencing on the Effective Date. Any dispute respecting either the
effectiveness or the magnitude of any Bonus hereunder shall be
determined by arbitration in accordance with Article "9"
hereinbelow.
4.5
Reimbursement of Expenses . It is hereby acknowledged
and agreed that the Executive shall also be reimbursed for all
pre-approved, direct and reasonable expenses actually and properly
incurred by the Executive for the benefit of the Companies
(collectively, the " Expenses "); and which pre-approved
Expenses shall include, but not be limited to (i) annual health
club membership fees, (ii) the use of a mobile phone, and (iii) a
reasonable and industry standard insurance plan comprising medical,
life and disability coverage; and which pre-approved Expenses, it
is hereby acknowledged and agreed, shall be payable by the Company
to the order, direction and account of the Executive as the
Executive may designate in writing, from time to time, in the
Executive's sole and absolute discretion, as soon as conveniently
possible after the prior delivery by the Executive to the Company
of written substantiation on account of each such reimbursable
Expense.
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4.6
Paid Vacation . It is hereby also acknowledged and
agreed that, during the continuance of this Agreement, the
Executive shall be entitled to three (3) weeks paid vacation
(collectively, the " Vacation ") during each and every year
during the continuance of this Agreement. In this regard it is
further understood hereby that the Executive's entitlement to any
such paid Vacation during any year (including the initial year)
during the continuance of this Agreement will be subject, at all
times, to the Executive's entitlement to only a pro rata portion of
any such paid Vacation time during any year (including the initial
year) and to the effective date upon which this Agreement is
terminated prior to the end of any such year for any reason
whatsoever.
4.7
Options . Subject to the following and the provisions
of section "4.8" hereinbelow, and as soon as reasonably practicable
after the Effective Date hereof, it is hereby acknowledged and
agreed that the Executive will be granted, or will have already
been granted, subject to the rules and policies of the Regulatory
Authorities and applicable securities legislation, the terms and
conditions of the Company's existing stock option plan (the "
Option Plan ") and the final determination of the Board of
Directors, acting reasonably, an incentive stock option or options
(each being an " Option ") for the collect
