By: cationic
20 Nov 2003, 07:26 AM EST
Msg. 35427 of 35489
(This msg. is a reply to 35411 by teamti.)
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1.3 COMPENSATION. The Company agrees to pay to Consultant the sum of $1,000,000 per annum payable as follows: $250,000 within seven (7) days of the
execution of the within Agreement; an additional $250,000 payable thirty (30)days from the date of the initial payment; and the balance of $500,000 payable in equal payments of $125,000
quarterly thereafter on the last day of each quarter, which shall be determined as of the Effective Date. For each year thereafter, Company agrees to pay Consultant $250,000 quarterly, payable on the first day of each quarter.
Additionally, the Company further agrees to donate to the
Magic Johnson Foundation, Inc. ("MJF") 2,000,000 shares of fully paid
non-assessable common stock for the initial year of the term of the Agreement
within 30 days of the signing of this agreement and, thereafter, an additional
2,000,000 shares of common stock for the second year, and a further 2,000,000
shares for the third year of the Agreement, which also shall be issued within
30days from the start of each additional year of the contract, for an aggregate
of 6,000,000 shares, which shares are unregistered shares that will contain
cost-free best efforts registration rights by the Company upon the request of
MJF, with the further understanding that MJF will fully cooperate with the
Company in preparing and filing a Registration Statement for the shares of stock
referred to herein, if necessary, and will indemnify the Company from any
liabilities with respect to information provided by MJF to the Company with
respect to the registration of the shares herein.
Consultant (Earvin Magic Johnson) will serve as a Director of the Company for as long as the within Agreement is in effect and that he will
accept his election and/or appointment to the Board of the Company and attend,in person, a minimum of two (2) Board Meetings per year, one of which will be the Annual Meeting of Stockholders of the Company. Additionally consultant agrees to make his best efforts to attend at least one of the remaining board meetings by telephone.
Additionally, Consultant understands that the Company
will be required to file the appropriate disclosure information with the Securities and Exchange Commission and issue a Press Release with respect to the material terms of the within Agreement. Consultant further agrees that he will not at any time during the entire length of this agreement seek any form of compensation for the above position.
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