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Exhibit 10.3

 

EMPLOYMENT AGREEMENT

 

EMPLOYMENT AGREEMENT, dated as of October 1, 2009 (the “ Agreement ”), by DubLi Group, a group of consolidated companies including CG Holdings Limited, a Cyprus corporation, DUBLICOM Limited, a Cyprus Corporation, DUBLI NETWORK Limited, a BVI Corporation, Lenox Resources LLC, a Delaware company, Lenox Logistik und Service GmbH a German Limited corporation, DubLi Properties LLC, a Delaware company and DubLi.com LLC, a Delaware company (the “ Company ”), and Andreas Kusche (the “ Executive ”).

 

WHEREAS, the Company desires to employ the Executive as its Head of Legal Affairs (Head of Legal Department) and to utilize his management services as indicated herein, and the Executive has agreed to provide such management services to the Company; and

 

WHEREAS, the Executive desires to accept the Company’s offer of employment.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the parties hereto agree as follows:

 

1.

Employment .

 

1.1        Term . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company pursuant to this Agreement, for a period commencing on October 1, 2009 (such date, the “ Effective Date ”), and ending not earlier than the third (3rd) anniversary of the Effective Date (the “ Term ”); provided, however, that on the third (3rd) anniversary of the Effective Date, the Term shall automatically be extended for one (1) year unless ninety (90) days’ written notice of non-renewal is given by the Executive or the Company to the other party.

 

1.2        Duties . During the Term, the Executive shall serve as Head of Legal Department of the Company and in such other positions as an officer or director of the Company or its affiliates as the Executive and the Board of Directors of the Company (the “ Board ”) shall mutually agree from time to time. In addition, the Executive shall serve as a member of the Board during the Term. The Executive shall perform such duties, functions and responsibilities commensurate with the Executive’s positions as reasonably directed by the Board.

 

1.3        Exclusivity . During the Term, the Executive shall devote his full time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall in all material respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Board, consistent with Section 1.2 hereof. During the Term, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit, except that the Executive may sit on the boards of other companies with the consent of the Board, which shall not be unreasonably withheld.

 

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2.

Compensation .

 

2.1        Salary . As compensation for the performance of the Executive’s services hereunder, during the Term, the Company shall pay to the Executive a salary at a monthly rate of Seven Thousand Five Hundred Euros (EUR 7,500) payable monthly in advance. The Base Salary shall be reviewed annually and may be adjusted upward by the Board (or a committee thereof) at its discretion, based on competitive data and the Executive’s performance. No increase in Base Salary shall limit or reduce any other right or obligation to the Executive under this Agreement and the Base Salary shall not be reduced at any time (including after any such increase).

 

2.2        Annual Bonus .  Beginning with the fiscal year that commenced on October 1, 2009, for each completed fiscal year during the Term the Executive shall be eligible to receive additional cash incentive compensation pursuant to the annual bonus plan of the Company in effect at such time (the “ Annual Bonus ”). The minimum Annual Bonus shall be 15% of the Executive’s Base Salary as in effect at the beginning of such fiscal year with the actual Annual Bonus to be based upon such individual and/or Company performance criteria established for each such fiscal year by the Board in consultation with the Executive. In addition, the Executive shall be eligible to participate in distributions from the quarterly Executive Bonus plan as determined from time to time by its Board of Directors.

 

2.3        Equity; Stock Purchase . The Executive shall be eligible to participate in any Company stock purchase plan and to be considered by the Board (or, if there is one, the Compensation Committee of the Board) for grants or awards of stock, stock options or warrants under any Company stock incentive or similar plan from time-to-time in effect. The Executive shall receive a minimum of 200,000 membership interests in DubLi.com LLC on October 1, 2009 and one hundred thousand (150,000) shares of MediaNet Group after the Merger (see Section 9.4) on October 1, 2010 and one hundred thousand (150,000) shares of MediaNet Group on October 1, 2011.

 

2.4        Employee Benefits . During the Term, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company and its affiliates as in effect from time to time on the same basis as other senior executives of the Company and/or, from time to time, as determined by the Board of Directors. The company will at least procure medical insurance for the Executive, his marriage partner and his children.

 

2.5        Vacation . During the Term, the Executive shall be entitled to paid vacation in accordance with the Company’s vacation policy as in effect from time to time, commencing with six weeks per year, which may not be accumulated if not used.

 

2.6        Business Expenses . The Company shall pay or reimburse the Executive for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Term in performing his duties under this Agreement upon presentation of documentation and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time.

 

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2.7        Automotive Allowance . During the Term, the Executive shall be provided with a minimum automobile allowance of Eight Hundred Euros (EUR 800). In addition the Company shall maintain insurance (or reimburse the Executive) on any vehicle provided.

 

3.

Termination of Employment .

 

3.1        Generally . The agreement is not terminable during the term of three years after the effective date. The Company may terminate the agreement only for Cause. The Executive may terminate the Executive’s employment for any reason during the extension Term after three years from the effective date, for any reason in each case at any time upon not less than one hundred twenty (120) days’ notice to the Company. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to any Base Salary earned but unpaid through the date of termination, any earned but unpaid Annual Bonus for completed fiscal years, any unreimbursed expenses in accordance with Section 2.6 hereof and, to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided under any plan, program, policy or practice or other contract or agreement of the Company and its affiliates through the date of termination of employment (collectively, the “ Accrued Amounts ”).

 

 

3.2

Certain Terminations .

 

a.          Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason . If the Executive’s employment is terminated according to Section 3.1 hereof by the Executive for Good Reason (as defined herein), the Executive shall be entitled to: (i) the Accrued Amounts, (ii) a pro-rata bonus for the fiscal year of termination, based on actual performance through the end of the applicable fiscal year and the number of days that have elapsed in the fiscal year through the date of termination (a “ Pro-Rata Bonus ”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “ Severance Payments ”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“ Medical Continuation ”). In addition, all of the Options granted pursuant to Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“ Option Vesting ”). Receipt of the Severance Payments, Medical Continuation and Option Vesting shall be conditioned on the Executive’s continued compliance with his obligations under Section 4 of this Agreement. In the event that the Execu


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