GLOBAL MUSIC INTERNATIONAL, INC.
Exhibit
10.16
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Bethel,
Connecticut 06801
(203)
730-0888
August
29, 2007
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Sarasota,
Fl. 34231
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Sarasota,
Fl. 34231
Dear
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and ▇▇▇▇▇▇▇,
As
you know, we have agreed to pay (i)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“▇▇▇”) an annual salary of $150,000 in connection with his
service as an employee of the Company for the year ending December 31, 2007,
such payments to be made twice per month, commencing January 1, 2007, and (ii)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”), $50,000 to be paid as of the date of
her resignation as our Chief Executive Officer and President. Because of the
constraints on our liquidity and financial resources, each of you has
agreed, at our request, to defer such payments. To ensure that this
deferral does not subject you to the additional tax contemplated by Section
409A
of the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder, the parties hereto have agreed that these payments
would
be made to you on a pari passu basis on the earlier to occur
of (i) the date that the Board in its discretion determines that the
Company is cash-flow positive, (ii) such payment would no longer jeopardize
the
Company’s ability to continue as a going concern, and (iii) the occurrence of
any of the following events: (A) we make an assignment for the
benefit of creditors, (B) an order, judgment or decree is entered adjudicating
us as bankrupt or insolvent and such order is not stayed, vacated or dismissed
within 60 days of the date of entry thereof, (C) any order for relief with
respect to us is entered under the Bankruptcy Reform Act, Title 11 of
the United States Code, and such order is not stayed, vacated or dismissed
within 60 days of the date of entry thereof, (D) we petition or apply to any
tribunal for the appointment of a custodian, trustee, receiver or liquidator
with respect to us or of any substantial part of our assets , or we
commence any proceeding relating to us under any bankruptcy reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law
of
any jurisdiction, or (E) any such petition or application is filed, or any
such
proceeding is commenced, against us and either (1) we indicate our approval
thereof, consent thereto or acquiescence therein or (2) such petition,
application or proceeding is not stayed, dismissed or vacated within 60
days after the earlier of the filing or commencement
thereof.
Each
of you further agrees that no
interest shall be payable or accrue with respect to the amounts payable to
you
as described herein.
Very
truly yours,
By:___________________________________
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Executive Vice President
Acknowledged
and Agreed
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