EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive
Employment Agreement
(this "Agreement") is made and
entered into as of
this 8th day of March
2007, by and
between MPLC, Inc. a
Delaware corporation (the "COMPANY") and Scott Walker
("EXECUTIVE").
1.
ENGAGEMENT AND DUTIES.
1.1 Upon the terms and subject to the conditions set forth in
this Agreement,
the Company hereby
engages and employs
Executive as
Chief Marketing
Officer. Executive
hereby accepts such engagement and
employment.
1.2 Executive
will have access to certain confidential
information and may,
during the course of his employment, develop
certain information
which will be the property of the Company.
Executive will
be required to sign the Company's "Proprietary
Information and
Assignment of Inventions Agreement" as a condition of
his employment under this Agreement.
1.3 Executive's
duties and responsibilities shall be as
follows: those duties
and responsibilities
customarily vested in
the
office of Chief
Marketing Officer of a
corporation
in the business
currently conducted
by the Company, subject to the supervision,
direction and
control of the Chief Executive Officer and Board of
Directors (the "BOARD") of the Company. In addition, Executive's
duties
shall include
those duties and services for the Company and its
subsidiaries and
affiliates as the
Chief Executive
Officer or Board
shall from time to
time reasonably
direct. Executive shall report
directly to the Company's Chief Executive Officer.
1.4 Executive
agrees to devote his
primary business time,
energies, skills,
efforts and attention
to his duties hereunder, and
will not, without
the prior written consent of the Company, which
consent will not be unreasonably withheld, render any material
services
to any other business concern. Executive will use his best
efforts and
abilities faithfully
and diligently to promote the Company's business
interests.
1.5 Except for routine travel incident to the business of
the
Company, Executive
shall perform his duties and obligations under this
Agreement principally
from an office provided by the Company in Orange
County, California,
or such other
location in Orange County or Los
Angeles County, as the Board may from time to time determine.
2. TERM
OF EMPLOYMENT.
Executive's employment
pursuant to this Agreement
shall commence on the date of this Agreement ("START DATE") and shall
terminate
on the earliest to occur of the following:
(a) the close
of business on June 1, 2008;
(b) the death
of Executive;
(c) delivery
to Executive of written notice of termination by the
Company if Executive shall suffer a "permanent disability," which for
purposes of this Agreement shall mean a physical or mental
disability
which renders
Executive,
in the reasonable judgment of the Board,
unable to perform his duties and obligations under this Agreement for
90 days in any 12-month period;
(d) notice to Executive of
termination
by the Company for
Cause.
For
<PAGE>
purposes of this
Agreement, Cause
means: (ii) any
material breach of
any of the terms of this Agreement; (ii) any act or omission
knowingly
undertaken or omitted by Executive with the intent of causing
damage to
the Company,
its properties, assets or business, goodwill, or its
stockholders,
officers, directors or employees; (ii) commission of any
material act of dishonesty, fraud, misrepresentation,
misappropriation,
embezzlement, or
other act of moral turpitude; (iii) Executive's
consistent failure to perform his normal duties or any obligation
under
any provision of this
Agreement,
in either case,
as directed by the
Board; (iv) conviction of, or pleading nolo contendere to (A) any
crime
or offense involving
monies or other property of the Company; (B) any
felony offense; or (C) any crime of moral turpitude; or (v) the
chronic
or habitual use or consumption of drugs or alcoholic beverages;
or
(e) notice to
Executive of
termination
by the Company
"without
cause."
After the expiration
of the Employment term under Section 2(a), if
Executive continues to
be employed by the
Company, such
employment
shall be
terminable "at will"
by either the Company or Executive and the terms and
conditions of this Agreement shall continue to apply; provided,
however, that if
the Company terminates
Executive's "at will" employment without Cause, then the
severance amount set
forth in Section 3.1 payable to Executive as a result of
such termination shall
be equal to one month's pay at Executive's then-current
base salary and such amount shall be paid in a lump sum within 20
calendar days
of the date of Executive's termination.
In the event Executive
is terminated for Cause pursuant to section
2(d), the Executive
shall only receive his
base salary though the
termination
date and shall not be entitled to any additional compensation,
including salary,
bonus or commissions.
3.
COMPENSATION; EXECUTIVE BENEFIT PLANS.
3.1 BASE SALARY.
Commencing
on the Start Date,
the Company
shall pay Executive
an annual base salary of $225,000. Executive's
annual base salary
will be increased to $250,000 on June 1, 2007 as
previously agreed in
Executive's prior
employment agreement
with the
Company. Executive's
base salary shall be
payable in
installments in
the same manner and at the same times the Company pays base
salaries to
other executives
of the Company. In the event that Executive's
employment
is terminated pursuant to Section 2(e), above (i.e., without
cause), the Company shall continue to pay Executive's then-current
base
salary and the Bonus
described in Section 3.2 below as severance pay
for the balance of the initial term hereof, and Executive shall retain
only those Options
described in Section 3.3, below, that have vested
prior to the effective date of such termination.
3.2 BONUS. Commencing
for fiscal
year 2007,
the Executive
shall be entitled to participate in the Company's Management Incentive
Program, pursuant to
which the Company
will set aside in a
fund (the
"MIP FUND") each
fiscal year for payment to Executive and such other
members of management as determined by the Board, an amount based upon
of the Company's EBIT for such fiscal year. The portion of the MIP
Fund
payable to Executive (the "EBIT BONUS"), if any, will be determined by
the Board in its sole
discretion. For
purposes hereof,
"EBIT" shall
mean earnings
before interest and taxes, calculated based on the
Company's audited consolidated financial statements for the
applicable
fiscal year prepared in accordance with generally accepted accounting
principles in the United States. The EBIT
2
<PAGE>
Bonus, if any,
shall be payable in
cash or cash
equivalent on April 15 of the
year immediately
following the fiscal year for which such EBIT Bonus is
calculated; provided
that Executive must be employed by the Company on
such
payment date in order to be entitled to and receive any such EBIT
Bonus payment.
3.3 STOCK
OPTIONS; CANCELLATION OF PRIOR GRANTS; LOCK-UP.
Subject to approval by the Company's Board of Directors, you will be
granted an option to
purchase up to 37,500 shares of the Company's
Common Stock (the
"OPTIONS") at an
exercise price of
$6.00 per share
(such share number and
exercise price
calculated
on a post 300 to 1
stock split currently being effected by the Company). The Options will
be governed
by and granted pursuant to a separate stock option
agreement., The
Options will be subject to vesting so long as you
continue to be employed by the Company, according to the schedule set
forth in the stock option agreement. All options to purchase shares
of
the equity securities
of New Motion, Inc.
which have previously
been
granted to you are hereby cancelled effectively immediately and
without
any further
action of the
Executive or the Company. In addition,
Executive shall enter into a lock-up agreement, in form and substance
reasonably
satisfactory to
the Company, agreeing not to sell or
otherwise transfer
any shares of Common
Stock Executive
now owns or
hereafter acquires
for a period
of two years from the date of this
Agreement.
3.4 VACATION. You will
receive three weeks paid vacation. All
vacation shall be paid
and earned in
accordance
with the Company's
vacation policy.
3.5 OTHER BENEFITS. During the term of his employment
hereunder, Executive and family shall be eligible to participate in
all
operative employee
benefit and welfare
plans of the Company
then in
effect from time to time and in respect of which all executives of the
Company generally
are entitled to participate ("COMPANY EXECUTIVE
BENEFIT PLANS"),
including,
to the extent then in effect, auto
allowances, group
life, medical, disability and other insurance plans,
all on the same basis
applicable to
employees of the Company whose
level of management
and authority is
comparable to that of Executive.
The
costs of which shall be borne by the Company.
3.6 The Company
reserves the right to modify, suspend, or
discontinue any
and all of the above-mentioned plans, practices,
policies and
programs at any time as long as such action is taken
generally with respect to other similarly situated executives of the
Company.
3.7 The Company may deduct from any compensation payable to
Executive the minimum amounts sufficient to cover applicable
federal,
state and/or local income tax withholding, old-age and survivors' and
other social security
payments, st
