Mega Media Group,
Inc.
1122 Coney Island Ave.
#210
New York, NY 10012
Dated: July 15, 2009
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Mega Media Group, Inc.
(“Company”) –w- Aleksandr Shvarts (sometimes
hereinafter referred to as “you”): Employment
Agreement
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The following, when signed by the
Majority of the Board of Directors of Company, on the one hand, and
by you, on the other hand, will set forth the material terms of the
agreement between you and Company pursuant to which you will render
services to Company pursuant to the terms set forth
below.
The Employee’s term of employment starts
on the July 15, 2009, Effective Date of this Agreement
and ends on the close of business on July 14, 2011 (the "Employment
Period" or "Term of Employment"). However, beginning on April 1,
2011, the Employment Period shall be automatically extended from
day to day for twelve months, so that commencing on July 1, 2011
and continuing for so long thereafter as Employee is employed
hereunder, there will always be exactly one year remaining in the
Term of Employment hereunder, until either party terminates in
accordance with Section 6. The term "Employment Period" or "Term of
Employment" shall refer to the Employment Period if and as so
extended
(a) DUTIES. The Employee’s title is CEO OF
Mega Media Group, Inc. The Employee will perform job duties that
are usual and customary for this position, and will perform
additional services and duties that the Company may from time to
time designate that are consistent with the usual and customary
duties of this position. The Employee will report to the Board of
Directors. The Employee will devote his full working time and
efforts to the business and affairs of Company.
(b) SERVICES. During employment with
the Company, Employee shall
not be engage in any competitive activity and,
except as set forth in the preceding clause (a) of this Section 2,
Employee shall not render any services to any other person or
business, or acquire any interest of any type in any other business
which is in competition with Company, provided, however, that the
foregoing shall not be deemed to prohibit Employee from acquiring,
solely as an investment, (i) up to 10% of any securities of a
partnership, trust, corporation or other entity so long as Employee
remains a passive investor in such entity and such entity is not,
directly or indirectly, in competition with Company or (ii) up to
9.9% of the outstanding equity interests of any publicly held
company.
3. COMPENSATION AND BENEFITS
(a) BASE SALARY. The Company will pay the
Employee an annual base salary
of $220,000.00 with an annual
increase of 10%. All payments of base salary will be made in
installments according to the Company’s regular payroll
practice, prorated monthly or weekly where appropriate, and subject
to any increases that are determined to be appropriate by the
Compensation Committee of the Company’s Board of Directors
("Compensation Committee").
(b) PERFORMANCE BONUS and STOCK
OPTIONS. No later than March 31 of each year, Employee will be
eligible to receive a performance bonus for the prior year.
Employee is not required to be employed by Company on the date of
the bonus payment in order to receive it. The amount of annual
bonus for any partial year of this Agreement will be prorated
monthly unless Employee is terminated for Cause. For calendar years
2009, 2010, 2011, and any additional years under this Agreement,
any performance bonus shall be at the discretion of the
Compensation Committee; however, the Company shall agrees that in
the event the company turns profitable and all tax liabilities are
paid off during the initial term of this agreement the bonus will
not be less 5% of Pre Tax Earnings payable in cash or stock.
Employee will further have the option to purchase on a non dilutive
basis five million shares at $0.2 cents and five million shares at
$0.03 cents of the company’s common shares for a period of 3
years.
(c) EMPLOYMENT BENEFIT PLANS. The Employee will
be entitled to participate
in all pension, profit sharing, and
other retirement plans, all incentive compensation plans, and all
group health, hospitalization and disability or other insurance
plans, paid vacation, sick leave and other employee welfare benefit
plans in which other similarly situated employees of the Company
may participate as stated in the Employee Guide.
(d) VACATION. Employee will be
entitled to accrue twenty days of paid vacation per calendar year,
with such accrual pro-rated for partial years and suspended for
periods of unpaid leave, and subject to the Company’s policy
regarding maximum vacation accrual.
(e) EXPENSES. The Company will pay
or reimburse the Employee for all normal and reasonable travel and
entertainment expenses incurred by the Employee in connection with
the Employee’s responsibilities to the Company upon
submission of proper vouchers in accordance with the
Company’s expense reimbursement policy. The Company’s
obligation to provide reimbursement for expenses incurred during
the Employee’s employment by the Company shall survive any
termination of the Employee’s employment.
(f) MISCELLANEOUS. During full-time employment
under this Agreement, the
Company will have a laptop computer
and cellular phone available for Employee to use for business
purposes. Employee will also be provided with Assistant services.
Employee will be provided with the use of an office befitting his
position as an Executive of the Company. 4.
4. NONDISCLOSURE OF CONFIDENTIAL
INFORMATION.
During the course of the
Employee’s employment with the Company, the Company will
provide the Employee with access to certain confidential
information, trade secrets, and other matters which are of a
confidential or proprietary nature, including but not limited to
the company’s customer lists, pricing information,
production and cost data, compensation and fee information,
strategic business plans, budgets, financial statements, and other
information the Company treats as confidential or proprietary
(collectively the "Confidential Information"). The Company provides
on an ongoing basis such Confidential Information as the Company
deems necessary or desirable to aid the Employee in the performance
of his duties. The Employee understands and acknowledges that such
Confidential Information is confidential and proprietary, and
agrees not to disclose such Confidential Information to anyone
outside the Company except to the extent that (i) the Employee
deems such disclosure or use reasonably necessary or appropriate in
connection with performing his duties on behalf of the Company;
(ii) the Employee is required by order of a court of competent
jurisdiction (by subpoena or similar
process) to disclose or discuss any
Confidential Information, provided that in such case, the Employee
shall promptly inform the Company of such event, shall cooperate
with the Company in attempting to obtain a protective order or to
otherwise restrict such disclosure, and shall only disclose
Confidential Information to the minimum extent necessary to comply
with any such court order; (iii) the Employee may disclose
Confidential Information to his attorneys and financial advisors,
provided Employee advises his attorneys and financial advisors that
such Confidential Information is confidential and that by receiving
such Confidential Information such attorneys and financial advisors
are agreeing to be bound by this Section; or (iv) such Confidential
Information becomes generally known to and available for use in the
industries in which the Company does business, other than as a
result of any action or inaction by the Employee. The Employee
further agrees that he will not during employment use such
Confidential Information in competing, directly or indirectly, with
the Company. At such time as the Employee shall cease to be
employed by the Company, he will immediately turn over to the
Company all Confidential Information, including papers, documents,
writings, electronically stored information, other property, and
all copies of them, provided to or created by him during the course
of his employment with the Company, provided however, that Employee
shall be entitled to retain a copy of his personal rolodex. This
nondisclosure covenant is binding on the Employee, as well as his
heirs, successors, and legal representatives, and will survive any
expiration or termination of this Agreement, or the end
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