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- Gennady Pomeranets (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 CFO 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 part
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, except as in the ordinary course of his public
accounting practice, 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 $120,000.00 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 3% of Pre Tax Earnings payable in cash or stock.
Employee will further have the option to purchase on a non dilutive
basis three million shares at $0.2 cents and three 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 expir
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