Exhibit
10.2
Employment
Agreement
This EMPLOYMENT
AGREEMENT (hereafter “the Agreement” or
“Agreement”) is dated as of January 26, 2007 by and
between Financial Media Group, Inc., a Nevada corporation,
(referred to as the “Company”) and Mr. Manu Ohri (the
“Executive).
WHEREAS, the
Company is in the business of selling diversified media and
advertising services (the “Business”);
WHEREAS, the
Executive is an experienced financial executive and has been
employed by the Company; and
WHEREAS, the
Company and the Executive desire to retain their employment
relationship and establish a contractual employment relationship
with each other.
NOW, THEREFORE,
in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto agree as
follows:
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Employment . The Company agrees to employ the Executive,
and the Executive accepts employment with the Company, on the terms
and conditions set forth herein.
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Term .
The term of employment (the “Employment Term”) under
this Agreement shall commence as of the date hereof and continue,
subject to the terms and conditions of this Agreement, for a period
of thirty-six (36) months from such date. The Employment
Term shall be renewed upon the mutual agreement of the Executive
and Company.
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Position . The Company shall employ the Executive for the
Employment Term as its Executive Vice-President and
Chief Financial Officer, to perform when and where necessary, such
duties relating to the overall operations of the Company as may
from time to time be assigned to the Executive by the President
& Chief Executive Officer and Board of
Directors. The Executive agrees to accept such
employment and to devote his best efforts in and to the faithful in
performing his duties hereunder subject to the general direction
and control of the Board of Directors of the Company.
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Elected to
Board . The Company shall
use its best efforts to cause the Executive to a) be elected to the
Board of Directors of the Company at the next Annual Meeting of
Shareholders of the Company, and b) provide Director’s &
Officer’s insurance coverage during the tenure of
employment.
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Compensation . In consideration of the services to be
rendered by the Executive for his duties pursuant to Section 3 of
this Agreement, including, without limitation, any services
rendered by the Executive as a director, officer or employee of the
Company or of any of its subsidiaries, divisions or affiliated
companies, and in full payment for the due and faithful performance
of said services, the Company shall pay the Executive and the
Executive agrees to accept an annual base salary at the rate of
$150,000 for the twelve month period ended December 31, 2007;
$172,500 for the year ended December 31, 2008 and $198,375 for the
year ended December 31, 2009 (the “Base
Compensation”). In addition to the Base
Compensation, the Executive shall receive bonuses from the Company
as determined by the Board of Directors based upon the performance
of the Company. In the event that the Company is unable to pay to
Executive the Base Compensation in cash, the Executive at his
discretion and upon the consent and acceptance thereto by the
President and Chief Executive Officer, may agree to receive
restricted common shares for compensation earned, calculated at the
closing price on the first trading day of the month of compensation
earned, discounted by 50%.
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Payments to the
Executive of his Base Compensation hereunder shall be made
periodically on the dates established by the Company for payment of
other executive employees, but not less frequently than once a
month. All payments under this agreement shall be
subject to all deductions and withholdings as required by
law.
Within thirty
(30) days of the execution of this Agreement, the Company shall
issue to the Executive an option to purchase 500,000 shares of the
Company’s common stock at an exercise price of $1.25 per
share (herein referred to as “Option”). Such Options
shall vest and become exercisable in two equal installments of
250,000 shares on each of February 1, 2008 and February 1,
2009. The Options shall immediately vest and become
exercisable as to an aggregate number of shares if there is a
change in control of the Company. The Options shall be
exercisable to the extent vested at any time until February 1,
2014. The Options shall otherwise be subject to all terms of the
Option Agreement, if any, between the Executive and the Company
evidencing the Option.
The Executive
shall be entitled to reimbursement for reasonable expenses incurred
by him in connection with his employment hereunder, upon the
presentation of proper documentation therefore in accordance with
the usual procedures of the Company. Such expenses shall
not exceed $1,000 per month without the authorization of the
Board.
The Executive
shall be entitled during the Employment Term to i) an automobile
allowance equal to six hundred and fifty dollars ($650) per month,
and ii) an allowance for usage of cellular phone for his exclusive
use for the Company equal to one hundred and fifty dollars ($150)
per month.
The Executive
shall be entitled to participate in and receive medical and dental
benefits for the Executive and his dependents at the
Company’s expense, in accordance with the provisions of the
Company’s benefits plan or program currently in effect. The
Company will provide the Executive (i) a life insurance policy in
the amount of $1,000,000; (ii) three weeks’ vacation
annually; (iii) long-term and short-term disability coverage in
accordance with the provisions of any of the Company’s
employee benefit plans or programs now or hereafter in effect, to
the same extent that employees of the Company in positions similar
to that of the Executive have the right to participate in such
plans and programs. The Company will reimburse to the Executive
actual insurance premiums paid by the Executive, such premiums
currently amount to $1,433 per month.
The Executive
shall be entitled during the Employment Term to receive
reimbursement from the Company for membership dues for business and
professional associations. Such expenses shall not exceed $2,500
annually without the authorization of the Board.
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Representation by Executive of Other
Clients: The Company and
Executive acknowledge that the Executive currently provides
Consulting services to a number of entities. The Company agrees to
consent that the Executive may render accounting, advisory and
consulting services to other clients of Executive engaged in the
similar or different businesses as that of the Company as long as
the Executive gives preference and attends to the Company’s
needs first.
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Termination . The employment of the Executive may be
terminated by the Company at any time, but any termination of the
Executive by the Company will not excuse payment to the Executive
of the Executive’s Base Compensation. Upon termination by the
Company, Executive shall be entitled to the severance benefits set
forth in Section 8 below.
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The Executive
may terminate his employment hereunder upon thirty days written
notice to the Company. In the event that the Executive terminates
his employment with the Company, the Executive forfeits his
remaining Base Compensation which would have been due to Executive
had the Executive remained in employment with the Company for the
entire duration of this Agreement.
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Payments on
Termination . Upon
termination of the Executive’s employment for any reason, the
Company shall pay to the Executive any accrued but previously
unpaid Base Compensation prorated to the effective date of such
termination.
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As an
inducement for Executive to enter into this Agreement, in the event
the Company terminates the Executive’s employment for any
reason , the Company shall make severance payments to Executive
equal to and in the same manner as the Executive’s Base
Compensation through the remaining term of this Employment
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