Media Group, Ltd.
Marietta Street, NW, Centennial Tower, Suite 2600. . .. . .Atlanta,
404-230-5705. . .Fax: 404-230-5710
south Highland Drive, #234
City, UT 84117
pleased to confirm the terms of your employment in the position as V.P. of
Accounting Compliance and Disclosure for WinSonic Digital Media Group, LTD
(“WinSonic”), reporting to Winston
Johnson, Chairman and CEO.
Accounting Compliance and Disclosure, you will be required to:
the Company in creating accounting procedures to satisfy SOX reporting
the preparation of quarterly, annual and intra-period reports as required.
organize and participate in a standing committee which would be involved
in reviewing the disclosure aspects of material events such as
acquisitions, material contracts (both as vendor and as customer),
management changes, employee benefit plans,
as a member of the standing committee to review the economics of
acquisitions, as well as, disclosure obligations. This Committee would
work with potential acquirees to budget and project the impact of the
acquisitions. The committee would also assist in proposing transitional
accounting procedures to provide monthly internal accounting reports.
Additionally, you will assist in identifying and creating Board of
matters to be resolved upon accepting this position will include, but are not
limited to, the following:
Planning the preparation and completion of 1st
Identifying the events to be included in the Form 8K;
Discuss the status of the project with outside auditors; and
Develop a Schedule with names, dates and assignments.
salary is $100,000 per annum and you agree to defer $5,500 per month of base
salary until the next funding occurs and the company is on the OTCBB.
you will be eligible for an annual incentive bonus ("Incentive Bonus") with
payout potentials of 50% of base pay for achievement of annual target
performance goals and payout potentials of 100% of base pay for achievement
annual stretch performance goals. Further, your annual salary and bonus plan
shall be subject to annual review and upward adjustment based on
receive qualified incentive stock options to purchase 150,000 shares of Common
Stock granted today at an exercise price of $1.00 per share, in accordance
WinSonic’s Employee Stock Option Plan. The option grant will be made pursuant to
the terms of a standard option agreement and vests as follows: 10% shall vest
immediately upon your delivery of a counter-signed copy of this offer letter
WinSonic; and the remaining 90% of which shall vest at the rate of
month for 12 months. In the event of a change of control, sale of the company
termination without cause (or you resign with good reason), any unvested stock
options will vest immediately.
eligible for participation in our benefits plans, which includes medical,
dental, and company paid life insurance. Additionally you will be able to
participate in other benefit plans as they are implemented. These would include
deferred compensation, long-term incentive compensation, and 401K. You will
entitled to four (4) weeks paid vacation each year.
the period of your employment under this Agreement, you shall devote your full
business efforts and time to WinSonic. This obligation, however, shall not
preclude you from engaging in such personal, noncompetitive business, civic,
charitable and/or religious activities as you may deem appropriate, provided
that the activities do not materially interfere or conflict with your
responsibilities to, or your ability to perform your duties of employment by,
WinSonic under this Agreement.
With or Without Cause; Resignation for Good Reason
purposes of this agreement, “cause” shall mean termination based upon the
occurrence of one or more of the following which, if curable, is not cured
within 14 days after the receipt of written notice to you by WinSonic specifying
with reasonable particularity such failure: (1) material neglect or malfeasance
of your duties which is materially detrimental to the company, (2) material
violation of lawful company policies or directives which is materially
detrimental to the company, (3) dishonesty or other misconduct which is
materially detrimental to the company, or (4) conviction or nolo contendre
of a felony.
purposes of this agreement, “good reason” shall exist only if WinSonic fails to
correct, after 14 days written notice from you to WinSonic specifying
with reasonable particularity the reasons you consider this clause to have
the following: (1) the reduction or deferral of your base salary without prior
written agreement by you, or (2) the reduction of your responsibilities or
removal of adequate administrative and/or technical support for your position,
in any case without prior written agreement by you.
in our executive severance plan as follows: (a) If employment is terminated
for cause or voluntarily resign without good reason, will receive base salary
prorated through the date of termination. (b) If employment is terminated
without cause or you resign with good reason will receive base salary and earned
bonus for the year in which such termination occurs prorated through the date
such termination, plus continuation of base salary, benefits and target bonus
for twelve (12) months thereafter.
understand that this letter does not constitute a contract of employment for
specific period of time, but will create an “employment at will” relationship
that may be terminated at any time by you or WinSonic with or without cause,
good reason, or with or without notice.
employee of WinSonic, it is likely that you will become knowledgeable about
confidential and/or proprietary information related to the operations, products
and services of WinSonic. To protect the interests of WinSonic, all employees
are required to treat WinSonic’s confidential information as being strictly
confidential and not to use or disclose such information except in furtherance
of WinSonic’s business.
that, as long as you are employed by WinSonic pursuant to this Agreement, you
will not engage in, or have any direct or indirect interest in any person,
corporation or business (whether as an employee, officer, director, agent,
partner or otherwise) that is directly competitive with the business of
WinSonic. Notwithstanding the preceding sentence, you may own not more than
of the securities of any company, private or publicly traded.
further understand and agree that this offer letter contains a full and complete
statement of the agreements and understandings that it recites, that no one
made any promises or commitments to you contrary to the foregoing, and that
letter supersedes all prior agreements, understandings, and representations
concerning employment with WinSonic, whether written or oral, express or
implied. In the event that any provision hereof shall be adjudicated to be
invalid or unenforceable, this Agreement shall continue in full force and effect
without said provision or the Agreement may be amended by the adjudicator to
revise the scope of those provisions so as to render them enforceable under
confident that your contribution to WinSonic’s success will be significant.
Digital Media Group, LTD.
Accounting Compliance and Disclosure
Digital Media Group, LTD.