COMPENSATION AGREEMENT
COMPENSATION AGREEMENT dated as of the 31st day of January, 2004 by and
between Pacific CMA, Inc., a Colorado corporation with an office at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "COMPANY"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ with
a business address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"EMPLOYEE").
W I T N E S S E T H :
WHEREAS, Employee has been an employee of the Company since approximately
November, 2002 and is currently the Executive Vice President and a Director of
the Company;
WHEREAS, the Company desires to provide to the Employee as partial
compensation for his employment services to the Company over the next five
years, One Hundred Thousand (100,000) shares (the "SHARES") of common stock of
the Company (the "COMMON STOCK"); and
WHEREAS, Employee desires to accept as partial compensation the 100,000
Shares for his employment by the Company on the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the mutual promises set forth in this
Agreement, the parties agree as follows:
1. Share Issuance.
(a) Subject to shareholder approval, as partial compensation for his
services to the Company, the Company shall issue to the Employee the 100,000
Shares.
(b) The issuance of the 100,000 Shares from the Company to the
Employee shall be accomplished pursuant to and simultaneously with the filing
with the Securities and Exchange Commission (the "SEC"), of a Registration
Statement on Form S-8 (the "REGISTRATION STATEMENT"), which Registration
Statement shall include a "resale prospectus."
(c) As a condition to the issuance of the 100,000 Shares, the
Employee shall enter into the Subscription Agreement and Investment Letter dated
the date hereof by and between the Company and the Employee in the form annexed
hereto as Exhibit 1.
2. Miscellaneous
(a) Any notice, consent or communication required under the
provisions of this Agreement shall be given in writing and sent or delivered by
hand, overnight courier or messenger service, against a signed receipt or
acknowledgment of receipt, or by registered or certified mail, return receipt
requested, to the parties at their respective addresses set forth at the
beginning of this Agreement with notice to the Company being sent to the
attention of the individual who executed this Agreement on behalf of the
Company. Either party may, by like notice, change the person, address or
telecopier number to which notice is to be sent.
(b) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York without regard to the conflicts
of laws principles thereof. The parties hereto hereby irrevocably agree that any
suit or proceeding arising directly and/or indirectly pursuant to or under this
Agreement, shall be brought solely in a federal or state court located in the
City, County and State of New York. By its execution hereof, the parties hereby
covenant and irrevocably submit to the in personam jurisdiction of the federal
and state courts located in the City, County and State of New York and agree
that any process in any such action may be served upon any of them personally,
or by certified mail or registered mail upon them or their agent, return receipt
requested, with the same full force and effect as if personally served upon them
in New York City. The parties hereto waive any claim that any such jurisdiction
is not a convenient forum for any such suit or proceeding and any defense or
lack of in personam jurisdiction with respect thereto. In the event of any such
action or proceeding, the party prevailing therein shall be entitled to payment
from the other party hereto of its reasonable counsel fees and disbursements in
an amount judicially determined.
(c) Neither party hereto shall have the right to assign or transfer
any of its or his rights hereunder.
(d) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors, executors,
administrators and permitted assigns.
(e) The headings in this Agreement are for convenience of reference
only and shall not affect in any way the construction or interpretation of this
Agreement.
(f) No delay or omission to exercise any right, power or remedy
accruing to either party hereto shall impair any such right, power or remedy or
shall be construed to be a waiver of or an acquiescence to any breach hereof. No
waiver of any breach hereof shall be deemed to be a waiver of any other breach
hereof theretofore or thereafter occurring. Any waiver of any provision hereof
shall be effective only to the extent specifically set forth in an applicable
writing. All remedies afforded to either party under this Agreement, by law or
otherwise, shall be cumulative and not alternative and shall not preclude
assertion by such party of any other rights or the seeking of any other rights
or remedies against any other party.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
PACIFIC CMA, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: Chairman
EMPLOYEE:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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