EMPLOYMENT AGREEMENT EXHIBIT 10.18
This AGREEMENT is made and entered into as of this 26 day of October,
1998, between Genesis Media Group, Inc. (the "COMPANY") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(the "EXECUTIVE").
WHEREAS, the Company desires to employ the Executive and to enter
into an agreement embodying the terms of such employment (the "AGREEMENT") and
the Executive desires to accept such employment and to enter into the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
Company and the Executive (individually a "PARTY" and together the "PARTIES")
agree as follows:
1. DEFINITIONS.
(a) "AFFILIATE" shall mean any corporation, partnership or
other entity in which the Company owns, directly or indirectly, an equity
interest of 50% or more or which owns, directly or indirectly, an equity
interest of 50% in the Company.
(b) "BOARD" shall mean the Board of Directors of the Company.
(c) "CAUSE" shall mean acts of moral turpitude; personal
dishonesty; incompetence; negligence; willful misconduct; insubordination;
conflict of interest or breach of fiduciary duty involving intent for or
obtainment of material personal profit; any disclosure of confidential
information; unjustifiable neglect of duties; willful violation of any law, rule
or regulation (other than traffic offenses and the like); drug, alcohol or other
substance abuse; any act or omission which has a material adverse effect on the
Company's reputation or business; a material breach of any provision of this
Agreement; or the Executive's failure to meet the performance goals set forth in
SECTION 6 on or before the dates specified therefor.
(d) "CONFIDENTIAL INFORMATION" shall mean all nonpublic
information respecting the Company's business, including, but not limited to,
its products, research and development, processes, customer lists, marketing
plans and strategies, and trade secrets. Confidential information does not
include information that is, or becomes, available to the public unless such
availability occurs through an unauthorized act on the part of the Executive.
(e) "DISABILITY" shall mean the Executive's inability to
render, for 180 days during any 365 day period, full and effective services
hereunder by reason of permanent physical or mental disability, whether
resulting from illness, accident or otherwise.
(f) "SALARY" shall mean the salary provided for in SECTION 3
of this Agreement or any adjusted salary granted to the Executive by the Board.
(g) "SALARY CONTINUATION PERIOD" shall mean the period after
the termination of the Executive's employment pursuant to the terms of this
Agreement during which the Executive is entitled to continued payment of the
Salary.
(h) "TERM OF THIS AGREEMENT" shall mean that period of time
specified in SECTION 2(b).
(i) "TERM OF EMPLOYMENT" shall mean the period of the
Executive's employment by the Company.
2. TERM OF AGREEMENT, POSITION AND DUTIES.
(a) The Company hereby employs the Executive and the
Executive hereby accepts employment with the Company for the Term of this
Agreement in the position and with the duties and responsibilities set forth
below and upon such other terms and conditions as are hereinafter stated.
(b) The term of this Agreement shall commence as of November
1st, 1998 and shall terminate upon the first to occur if (i) the termination of
this Agreement as provided herein or (ii) October 31st, 2001. In the event that
the Executive's Term of Employment continues beyond the Term of this Agreement,
such continued employment shall be at will and no provision or condition of this
Agreement shall govern such extended period of employment except as specifically
noted herein.
(c) During the Term of this Agreement, the Executive shall be
employed as Vice President of Genesis Intermedia, Inc., a wholly-owned
subsidiary of the Company. During the time as he serves in this position, the
Executive shall serve under the direction of and report directly to the
President and Chief Executive Officer of Genesis Intermedia, Inc., a
wholly-owned subsidiary of the Company. During the Term of Employment, the
Executive agrees to devote his full time and attention to carrying out his
duties and responsibilities hereunder and shall use his best efforts, skills and
abilities to further the interests of the Company. During the Term of
Employment, the Executive may not serve on the board of directors of any other
business entities without the express written permission of the Board and
subject to such limitations as may be imposed by the Board in granting such
permission.
3. SALARY.
During the Term of this Agreement, the Executive shall be paid a
salary by the Company at an annual rate of Eighty-Four Thousand Dollars
($84,000) payable in accordance with the Company's standard payroll practices.
Such salary shall be reviewed at least annually for adjustment. Any adjustment
shall be determined by the Board, in its sole discretion, as long as it is not
reduced to below $84,000 per year.
4. ANNUAL BONUS.
During the Term of Employment, the Board may grant the Executive
an annual bonus. The amount of such annual bonus, if any, shall be determined
by the Board, in its sole discretion.
5. EMPLOYEE BENEFIT PROGRAMS.
During the Term of this Agreement, the Executive shall be
eligible to participate in employee benefit plans and programs available, from
time to time, to all senior executives of the Company. Specifically, the
Executive shall be entitled to the current annual vacation entitlement as set by
the Board, but not less than 10 business days of vacation for each employment
year with the Company. The Executive shall be entitled to a pro rata share of
an annual accrual for fractional years of employment with the Company.
6. OPTIONS. The Company desires to provide the Executive
with an incentive to contribute to the success of the Company. The Executive
will, therefore, receive options (the "OPTIONS")
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to purchase up to an aggregate of 75,000 shares of the common stock of the
Company (the "COMMON STOCK") upon the achievement of the performance goals
described herein. The Options shall be granted and become exercisable in three
(3) separate installments, the Executive having the right hereunder to purchase
from the Company up to the following number of shares of Common Stock, subject
to the following conditions, in a cumulative fashion:
(a) up to twenty-five thousand (25,000) shares of Common Stock at a
price of Eleven Dollars ($11.00) per share, if the Executive successfully
installs a communications system kiosk and video network known as the
"CenterlinQ System" in five (5) additional shopping centers on or before July 1,
1999;
(b) an additional twenty-five thousand (25,000) shares of Common
Stock at a price of Thirteen Dollars ($13.00) per share, if the Executive
successfully installs the CenterlinQ System in an additional ten (10) shopping
centers on or before July 1, 2000; and
(c) an additional twenty-five thousand (25,000) shares of Common
Stock at a price of Fifteen Dollars ($15.00) per share, if the Executive
successfully installs the CenterlinQ System in an additional twenty (20)
shopping centers on or before January 1, 2002.
The Options shall be granted and be immediately exercisable on the date
the respective performance goal is achieved, provided that such goal is achieved
on or before the date specified therefor. If on the date specified for the
achievement of a particular goal the goal has not been achieved in whole, but
has been in part, then the Executive shall be entitled to receive a percentage
of the total Options issuable on such date equal to the percentage that the
number of malls installed with respect to such incremental goal represents of
the total of the malls targeted for installation in such incremental goal.
Funding for the installation in the malls is to be available in each case in
accordance with the typical costs and timing for such efforts. Failure to
provide such funding in accordance with the agreed development plan therefor
will trigger an immediate vesting of all options that would otherwise vest in
connection with such installment. The parties hereto agree that to the extent
permissible the Options will be part of the Company's Incentive Stock Option
Plan, the parties understanding and agreeing that if on the date of grant of any
such Option the exercise price thereof is less than the then-current fair market
value of the Company's Common Stock, then such Option will be a non-qualified
option.
The Executive may exercise the Options with respect to all or any part
of the number of shares then exercisable by giving the Secretary of the Company
written notice of intent to exercise. The notice of exercise shall specify the
number of shares which shall be exercised and the date of exercise thereof.
Full payment by the Executive of the exercise price for the shares purchased
shall be made on or before the exercise date specified in the notice of
exercise.
The Options and all rights hereunder with respect thereto to the extent
such rights shall not have been exercised, shall terminate and become null and
void at 5:00 p.m. PT on January 30, 2003. In the event, however, that the
Executive's employment is terminated by the Company during the term of this
Agreement (i) due to Death, the Options, to the extent not previously exercised,
shall terminate and become null and void on the earlier of (x) one (1) year
following the date of the Executive's Death or (y) January 30, 2003; (ii) due to
Disability, the Options, to the extent not previously exercised, shall terminate
and become null and void one (1) year following the date on which the Executive
is terminated due to Disability; (iii) for Cause, the Options, to the extent not
previously exercised, shall terminate and become null and void immediately; (iv)
without Cause, the Options, to the extent not previously exercised, shall
terminate and become null and void on the thirtieth (30th) day folowing the date
of the
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Executive's termination without Cause. Additionally, in the event that the
Executive resigns for any reason, the Options, to the extent not previously
exercised, shall become null and void immediately.
7. LOAN. The Executive shall receive a loan from the Company in the
principal amount of Forty Thousand Dollars ($40,000) on January 1, 1999,
according to the terms of a promissory note attached hereto as Exhibit A.
8. TERMINATION OF EMPLOYMENT.
(a) TERMINATION DUE TO DEATH. In the event of the death of
the Executive during the Term of this Agreement, this Agreement shall
immediately terminate and the estate or other legal representative of the
Executive shall be entitled to:
(i) Salary at the rate in effect at the time of the
Executive's death, through the end of the month in which his death
occurs; and
(ii) any other rights and benefits available under
employee benefit programs of the Company in which the Executive was a
participant at the time of his death, determined in accordance with the
applicable terms and provisions of such programs.
(b) TERMINATION DUE TO DISABILITY. The Company may terminate
the Executive's employment due to the Disability of the Executive. In the event
of such a termination of the Executive's employment due to Disability during the
Term of this Agreement, this Agreement shall immediately terminate and the
Executive shall be entitled to:
(i) Salary at the rate in effect at the time the
Executive's Disability is deemed to have commenced, through the date
on which he is terminated due to Disability; and
(ii) any other rights and benefits available under
employee benefit programs of the Company in which the Executive was a
participant at the time of his Termination Due to Disability, determined
in accordance with the applicable terms and provisions of such programs.
(c) TERMINATION FOR CAUSE. The Executive's employment may be
terminated immediately by the Company for Cause. In the event the Executive's
employment is terminated for Cause during the Term of this Agreement, the
Executive shall be entitled to:
(i) Salary at the rate in effect at the time of the
Termination for Cause, through the date on which such Termination for
Cause occurs; and
(ii) any other rights and benefits available under
employee benefit programs of the Company in which the Executive was a
participant at the time of the Termination for Cause, determined in
accordance with the applicable terms and provisions of such programs.
(d) TERMINATION WITHOUT CAUSE. In the event that the
Executive's Term of Employment continues beyond the Term of this Agreement, such
continued employment shall be at will and may be terminated without Cause, as
provided in this subsection. "TERMINATION WITHOUT CAUSE" shall mean a
termination of the Executive's employment by the Company during the Term of this
Agreement other than due to Death, due to Disability or for Cause.
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In the event there is a Termination Without Cause of the
Executive's employment, the Executive shall be entitled to:
(i) Salary at the rate in effect immediately prior to
the Termination Without Cause, for a period which shall end upon the end
of the sixth (6th) month following such termination of employment,
PROVIDED, HOWEVER, any Salary due the Executive under this subsection
shall be off-set by any compensation earned by the Executive in respect
of reemployment during the Salary Continuation Period;
(ii) Accelerated grant of unmatured installments of the
Options to which the Executive would be entitled under SECTION 6 of this
Agreement; and
(iii) any other rights and benefits available under
employee benefit programs of the Company in which the Executive was a
participant at the time of his Termination Without Cause, determined in
accordance with the applicable terms and provisions of such programs;
PROVIDED, HOWEVER, that if at any time during the Salary Continuation Period,
the Company becomes aware of any action on the part of the Executive that would
constitute grounds for termination of the Executive's employment by the Company
for Cause, the Company shall be under no obligation to make any payments or
provide any rights or other benefits due under this Agreement.
Any payments received by the Executive under this Agreement that
are attributable to the termination of the Executive's employment shall be in
full and complete satisfaction of any and all claims the Executive may have
against the Company which are, in any way, related to the employment
relationship between the Executive and the Company.
9. INDEMNIFICATION.
(a) The Company agrees that if the Executive is made a party
or is threatened to be made a party to any action, suit or proceeding by reason
of the fact that he is or was a director or officer of the Company (a
"PROCEEDING"), he shall be indemnified by the Company to the fullest extent
authorized by Delaware law, consistent with the Company's certificate of
incorporation (or charter) and by-laws, against expenses, liabilities and losses
reasonably incurred or suffered by the Executive in connection therewith;
PROVIDED, HOWEVER:
(i) written notice of such Proceeding is given
promptly to the Company by the Executive;
(ii) the Company is permitted to participate in and
assume the defense of such Proceeding; and
(iii) such liability results from the final judgment of
a court of competent jurisdiction or, as a result of a settlement
entered into with the prior written consent of the Company or is
required (x) by such court as a bond, payment into escrow or similar
payment, or (y) otherwise to forestall imminent attachment or similar
process against any of the Executive's assets, and,
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PROVIDED FURTHER that the Company agrees to indemnify the Executive if he seeks
indemnification in connection with a Proceeding (or part thereof) initiated by
the Executive only if such Proceeding (or part thereof) was authorized by the
Board.
(b) Notwithstanding anything to the contrary in SUBSECTION
(a) above, the Company shall be under no obligation to indemnify the Executive
with respect to any act or acts of the Executive:
(i) in a knowing violation of any written agreement
between the Executive and the Company;
(ii) for which a court, having jurisdiction in the
matter, determines that indemnification is not lawful; or
(iii) which a court, having jurisdiction in the matter,
determines to have been knowingly and fraudulently committed by the
Executive or which is the result of willful misconduct by the Executive.
10. COVENANT NOT TO COMPETE OR ENGAGE IN CERTAIN OTHER ACTS.
(a) During the Term of Employment, and for a period equal to
the greater of (x) 24 months following the end of the Term of Employment or (y)
the Salary Continuation Period, the Executive shall not, except while employed
by the Company, in the business of and for the benefit of the Company, directly
or indirectly, engage in any business whether as an employee, consultant,
partner, principal, agent, representative or stockholder or in any other
corporate or representative capacity, if it involves:
(i) manufacturing, purchasing, marketing or selling any
item or service that is manufactured, purchased, marketed or sold by the
Company or any of its Affiliates in the State of California;
(ii) rendering services or advice pertaining to the
manufacturing, purchasing, marketing or selling of any item or service
manufactured, purchased, marketed or sold by the Company or any
Affiliate to, or on behalf of, any person, firm or corporation in the
State of California; or
(iii) engaging, in, or rendering services or advice
pertaining to any other line of business that the Company, or any
Affiliate, was actively conducting or actively considering during the
Term of Employment with the Company, in competition with the Company, or
any Affiliate, in the State of California in the same aspect of such
line of business as the Company or any such Affiliate.
(b) The Executive agrees that for the Term of Employment and for
the period described in SUBSECTION (a) above, except when acting on behalf of
the Company or an Affiliate, he shall not:
(i) assist any other entity to enter into any line of
business that the Company, or any Affiliate, was actively conducting or
was actively considering during the Term of Employment in the State of
California;
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(ii) take any action to divert any business from the
Company, or from any Affiliate, or any business which was under active
consideration by the Company, or by any Affiliate, during the Term of
Employment; or
(iii) induce customers, suppliers, agents, franchisees
or other persons under contract or franchise or otherwise doing business
with the Company, to terminate, reduce or alter business with or from
the Company or any Affiliate.
The subsections of this Section are intended by the Parties as separate and
divisible provisions and if, for any reason, any one of them is held to be
invalid or unenforceable, neither the validity nor the enforceability of any
other provision shall thereby be affected. It is the intention of the Parties
that the restrictions on the Executive's future employment imposed by this
Section be reasonable in both duration and geographic scope. If for any reason
any court of competent jurisdiction shall find the provisions of this Section
unreasonable in duration or geographic scope, the Parties hereby agree that the
prohibitions contained herein shall be effective to the fullest extent allowed
under applicable law in such jurisdiction. It is further agreed that any
limitations on the restrictions such court shall impose shall apply only with
respect to the operations of such restrictions in the particular jurisdiction in
which such adjudication is made.
The Executive understands that the provisions of this Section may
limit his ability to earn a livelihood in a business similar to the business of
the Company, but nevertheless believes that he shall receive sufficient
remuneration and other benefits hereunder to justify the restrictions contained
in such provisions which, given his education, skills and abilities, he does not
believe would prevent him from earning a living.
(c) The Executive agrees that for the Term of Employment and for
the period described in SUBSECTION (a) above, except when acting on behalf of
the Company or any Affiliate, he shall not induce any person in the employment
of the Company or any Affiliate to (i) terminate such employment, (ii) accept
employment with anyone other than the Company or any Affiliate or (iii)
interfere with the business of the Company or any Affiliate in any material
manner.
(d) The Executive agrees that the provisions of this Section
shall survive the termination of this Agreement.
11. INVENTIONS.
(a) The Executive shall, during the Term of Employment, disclose
to the Company, immediately after the same is made, discovered or devised, any
improvement, process, development, discovery or invention (including works of
authorship, trade secrets, technology, computer programs, formulas,
compositions, ideas, designs, techniques and data, whether or not patentable or
otherwise capable of being protected and whether or not related to technical or
commercial matters) which he may make, discover or devise (alone or in
conjunction with others) either:
(i) in the course of his normal duties (or of duties
specifically assigned to him);
(ii) as a result of knowledge gained during his employment; or
(iii) as a result of the use by the Executive of materials,
equipment or facilities of the Company.
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Subject to SUBSECTIONS (b) AND (c) below, all such items shall become the
absolute property of the Company without further payment and the Executive shall
satisfy his obligation in this regard by presenting the same to the Company.
The Executive hereby assigns any and all rights in such items to the Company.
The Executive shall not at any time during the Term of Employment (except in the
performance of his duties) or thereafter, disclose any such improvement,
process, development, discovery or invention to any third party and, further,
shall, if and whenever required so to do by the Company (at the Company's
expense), do all acts and things as the Company may reasonably require for
obtaining any patent or other protection in respect thereof and vesting the same
and all rights therein in the Company or as the Company may direct; provided
that the above restriction shall not apply to any such improvement, process,
development, discovery or invention which is or becomes generally available to
the public other than as a result of disclosure by the Executive or by any
person to whom he has made such disclosure.
(b) In respect of any particular improvement, process,
development, discovery or invention which is not covered by SUBSECTION (a)
above, the Executive shall (before exploiting or disclosing the same or
otherwise committing himself to a third party) discuss any such item with the
Company to ascertain whether or not it would be in the best interest of the
Company for the Company to take an assignment or license thereof.
(c) The Executive agrees that all inventions which the
Executive makes, conceives, reduces to practice or develops (in whole or in
part, either alone or jointly with others) during his employment shall be the
sole property of the Company to the maximum extent permitted by Section 2870 of
the California Labor Code, a copy of which is attached hereto as Exhibit B, and
hereby assigns such inventions, and all rights therein, to the Company. No
assignment in this Agreement shall extend to inventions, the assignment of which
is prohibited by Labor Code section 2870. The Company shall be the sole owner
of all rights in connection therewith.
(d) The Executive agrees that the provisions of this Section
shall survive the termination of this Agreement, including, without limitation,
his obligation to do all acts and other things that the Company may reasonably
require for obtaining any patent or other protection in respect of any
improvement, process, development, discovery, or invention, and his obligation
to disclose to the Company, immediately after the same is made, discovered or
devised, any improvement, discovery or invention as provided in SUBSECTION (a)
above.
12. COVENANTS TO PROTECT CONFIDENTIAL INFORMATION.
(a) The Executive shall not, during the Term of Employment or
thereafter, without the prior written consent of the Company, use, divulge,
disclose or make accessible to any other person, firm, partnership or
corporation, except while employed by the Company in the business of and for the
benefit of the Company or when required to do so by a lawful order of a court of
competent jurisdiction, any Confidential Information.
(b) Except as may be otherwise consented to in writing by the
Company, the Executive shall proffer to an appropriate officer of the Company,
at the termination of his employment, without retaining any copies, notes or
excerpts thereof, all memoranda, diaries, notes, records, cost information,
customer lists, marketing plans and strategies, and any other documents
containing any Confidential Information made or compiled by, or delivered or
made available to, or otherwise obtained by the Executive in his possession or
subject to his control at such time except that the Executive may proffer a
legible copy, and retain the original, of any personal diary or personal notes.
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(c) The Executive agrees that the provisions of this Section
shall survive the termination of this Agreement.
13. REMEDY FOR VIOLATION OF NONCOMPETITION, CONFIDENTIAL INFORMATION
OR INVENTIONS PROVISIONS.
(a) The Executive acknowledges that the Company has no adequate
remedy at law and would be irreparably harmed if the Executive breaches or
threatens to breach the provisions of SECTION 8, 9 OR 10 above, and, therefore,
agrees that the Company shall be entitled to injunctive relief to prevent any
breach or threatened breach of any of those sections, and to specific
performance of the terms of each of such sections in addition to any other legal
or equitable remedy it may have. The Executive further agrees that he shall
not, in any equity proceeding involving him relating to the enforcement of
SECTION 8, 9, OR 10 above, raise the defense that the Company has an adequate
remedy at law. Nothing in this Agreement shall be construed as prohibiting the
Company from pursuing any other remedies at law or in equity that it may have or
any other rights that it may have under any other agreement.
(b) The Executive agrees that the provisions of this Section
shall survive the termination of this Agreement.
Notwithstanding anything herein to the contrary, in no event
shall the Company be obligated to provide payments or benefits pursuant to this
Section if, and to the extent, such payments or benefits would be nondeductible
for Federal income tax purposes as a result of the application of Section 280G
of the Internal Revenue Code of 1986. Any determination to be made with respect
to this clause shall be made by the Company's regular independent certified
accountants.
14. BINDING ARBITRATION.
Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration administered
by the American Arbitration Association under its Commercial Arbitration Rules
and judgment on the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
15. WITHHOLDING.
Anything in this Agreement to the contrary notwithstanding, all
payments required to be made by the Company hereunder to the Executive shall be
subject to withholding of such amounts relating to taxes as the Company may
reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provision for payment of taxes
as required by law, provided it is satisfied that all requirements of law
affecting its responsibilities to withhold such taxes have been satisfied.
16. ASSIGNABILITY; BINDING NATURE.
This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors, heirs and assigns. No rights or
obligations of the Executive under this Agreement may be assigned or transferred
by the Executive other than his rights to compensation and benefits hereunder,
which may be transferred only by will or operation of law and subject to the
limitations of this Agreement.
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17. REPRESENTATION.
The Executive represents and warrants that the performance of the
Executive's duties under this Agreement will not violate any agreement between
the Executive and any other person, firm, partnership, corporation or
organization.
18. MUTUAL INTENT.
The language used in this Agreement is the language chosen by the
Parties to express their mutual intent. The Parties agree that in the event
that any language, section, clause, phrase or word used in this Agreement is
determined to be ambiguous, no presumption shall arise against or in favor of
either Party and that no rule of strict construction shall be applied against
either Party with respect to such ambiguity.
19. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the Parties
concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or
oral, between the Parties with respect thereto.
20. AMENDMENT OR WAIVER.
No provision in this Agreement may be amended or waived unless
such amendment or waiver is agreed to in writing, signed by a duly authorized
officer of the Company. No waiver by the Company of any breach by the other
Party of any condition or provision of this Agreement to be performed by such
other Party shall be deemed a waiver of a similar or dissimilar condition or
provision at the same or any prior or subsequent time.
21. SEVERABILITY.
In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, in whole or
in part, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
law.
22. SURVIVORSHIP.
The respective rights and obligations of the Parties hereunder
shall survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations. The provisions of this
Section are in addition to the survivorship provisions of any other section of
this Agreement.
23. GOVERNING LAW/JURISDICTION.
This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the state of California without reference to
principles of conflict of laws. The Parties agree to submit exclusively to the
jurisdiction of the courts of the State of California with respect to any
controversy, dispute or claim arising out of this Agreement.
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24. NOTICES.
Any notice given to either Party shall be in writing and shall be
deemed to have been given when delivered (whether by telecopy or otherwise) or
two days after being sent by certified or registered mail, postage prepaid,
return receipt requested, duly addressed to the Party concerned at the address
indicated below or to such changed address as such Party may subsequently give
notice of:
If to the Company:
Genesis Media Group, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Ramy El-Batrawi
With a copy to:
Nida & ▇▇▇▇▇▇▇ PC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
If to the Executive:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________
_________________
_________________
25. HEADINGS.
The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
26. COUNTERPARTS.
This Agreement may be executed in two or more counterparts.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
GENESIS MEDIA GROUP, INC.
By: /s/ Ramy El-batrawi
-------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
MICHAELF.COSTA
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