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:
1.1
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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2.1
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.
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3.
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Termination of
Employment .
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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
”).
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3.2
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Certain Terminations .
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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