EXHIBIT 10.15
ADDENDUM (AMMENDMENT)
On January 10, 2000 an Employment Agreement (the "Employment Agreement") by and
between MegaMedia Networks, Inc., (the "Company") and David A. Gust, (the
"Executive") was executed.
RECITAL
Whereas the parties for good and sufficient business reasons have agreed to
modify this Employment Agreement beginning on the 9th day of June, 2000 and
whereas Section 3 (Duties), Section 4 (Compensation, Stock Options and
Benefits), Section 7 (Non-competition) and Exhibit E (Description of Business)
contain the subject matter to be modified, it is Hereby agreed by and between
the Company and the Executive to modify these Sections of the agreement as
follows:
1. The following shall modify, replace and supercede Section 3:
Duties. During the term of this Agreement, subject to the
direction of the Board of Directors of the Company, the Executive
will serve in the capacities set forth in Section 1 hereof. The
Executive shall use his best efforts, skills and abilities to
promote the interests of the Company and to diligently and
competently perform his duties. Executive may independently have
business dealings with and interest in not more than two (2)
other companies, including public companies, philanthropic,
charitable or civic entities, as long as participation in such
endeavors does not materially interfere with the performance of
the Executive's duties hereunder.
2. Section 4 shall be temporarily modified as follows:
a. For a seventeen-week period beginning on Saturday June 9, 2000 to
Friday October 6, 2000 (Deferral Term) the Executive's pro-rata
payment of annual salary shall be reduced by twenty-five
percentum (25%). The total of this deferred amount shall not
exceed $15,528.85 calculated as: $190,000 salary/ 52 weeks
annually =$3,653.85 * 17 weeks = $62,115.38 * 25% = $15,528.85.
Such reduction shall be taken as $913.46 per week for the
Deferral Term.
b. At the end of the Deferral Term the provisions of Section 4. will
revert to those of the original Employment Agreement and the
Company will compensate the Executive for the aforesaid monetary
reduction of wages during the Deferral Term in one of two methods
selected at the Executive's discretion as follows:
i. Payment of the deferred amount to the Executive over
the subsequent seventeen-week period increasing
Executive salary payments by $913.46 per week for this
period of time; or
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ii. Payment of the deferred amount by issuing shares of
Company common stock in the exact amount of the
deferred salary at a unit price of $1.00 per share.
3. The following shall modify, replace and supercede Section 7:
Non-Competition: The Executive acknowledges that his services to
be rendered hereunder are of a special and unusual character and
have a unique value to the Company, the loss of which cannot be
adequately compensated by damages in any court of law. In view
of the unique value to the Company of the services of the
Executive, the Executive hereby covenants and agrees that so
long as he remains employed by the Company (whether under this
agreement or any other written or oral agreement or arrangement)
and for a period of up to one (1) year after the termination or
expiration of any such employment for any reason specified in
Section 9 Paragraph C, the Executive shall not directly or
indirectly engage in or have an active interest in, anywhere in
the world, alone or in association with others, as principal,
officer, agent, executive, consultant, independent contractor,
director, partner or stockholder, or through the investment of
capital, lending of money or property, rendering of services, or
otherwise, any business directly competitive with the business
engaged in by the Company, the Executive hereby acknowledging
that the Company conducts business and distributes its products,
or contemplates conducting business and distributing its
product(s), on a worldwide basis; provided, however, that this
Section 7 shall not prevent the Executive from acquiring, solely
as investment and through market purchases, up to ten percent
(10%) of the securities of any issuer that are registered under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, and that are listed or admitted for trading on any
United States national securities exchange or that are quoted on
the National Association of Securities Dealers Automated
Quotations System. The business in which the Company is engaged
and from which the Executive shall refrain from engaging in
following the termination of his employment shall be specified
in Exhibit E to this Agreement. The description of the Company's
business shall be revised as often as necessary, (but not less
than every six (6) months) to reflect the scope and nature of
the Company's business from time to time, and such revisions to
Exhibit E shall be the responsibility of the Executive and of
the Chief Executive Officer of the Company, as approved by the
Board of Directors. So long as Executive remains employed by the
Company (whether under this Agreement or any other written or
oral agreement or arrangement) and for a period of one (1) year
after the termination or expiration of any such employment for
any reason, the Executive shall not, and shall not permit, cause
or authorize any of his executives, agents or others under his
control to, directly or indirectly, on behalf of himself or any
other person, to recruit or otherwise solicit or induce any
person who is an executive of; or otherwise engaged by, the
Company or any successor to the business of the company or any
affiliate of the Company to terminate his or her employment or
other relationship with the Company or such successor or
affiliate. The Executive shall not at any time, directly or
indirectly, use or purport to
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authorize any person to use any name, mark, logo, trade dress or
other identifying words or images which are the same as or
similar to those used at any time by the Company or any
affiliate in connection with any product or service, whether or
not such use would be in a business competitive with that of the
Company. This Restrictive Covenant on the part of the Executive
is given and made by the Executive to induce MegaMedia to employ
the Executive and to enter into this Employment Agreement with
the Executive, and the Executive hereby acknowledges the
sufficiency of the consideration for this Restrictive Covenant.
This Restrictive Covenant is not executory or otherwise subject
to rejection under the Bankruptcy Code. This Restrictive
Covenant is a reasonable an necessary restraint of trade and
does not violate the Sherman Antitrust Act, the Florida
Antitrust Act, or the common law; it is supported by valid
business interests, including the protection of MegaMedia trade
secrets and confidential business information and the protection
of MegaMedia's relationships with its customers and prospective
customers, and the one (1) year restriction is essential to the
full protection of those valid business interests. If any
portion of this Restrictive Covenant is held by a court of
competent jurisdiction to be unreasonable, arbitrary, or against
public policy for any reason, this Restrictive Covenant shall be
considered divisible as to line of business, time, and
geographic area; if a court of competent jurisdiction should
determine the specified lines of business, the specified period,
or the specified geographic area to be unreasonable, arbitrary,
or against public policy for any reason, a narrower line of
business, a lesser period, or a smaller geographic area that is
determined to be reasonable, non-arbitrary, and not against
public policy for any reason, may be enforced by MegaMedia
against the Executive.
4. The following shall modify, replace and supercede EXHIBIT E:
DESCRIPTION OF BUSINESS
EXHIBIT E
MegaMedia Networks, Inc. is a male-oriented Internet
entertainment portal intending to deliver content and
merchandising similar to Maxim magazine with streaming media and
internet enabled interactivity. MegaMedia Networks markets and
distributes entertainment content to male consumers on a pay per
view, subscription, membership, or free basis. The firm
generates revenue through advertising sales, affiliate marketing
programs, and membership fees.
MegaMedia Networks engages in several critical areas of activity
including: content acquisition through purchase, partnerships,
licensing and original content production; encoding of content
into such form as may be transmitted through electronic or
wireless distribution networks; organization, development and
presentation of a compelling consumer-oriented site or sites
incorporating marketing, advertising, and sales targeted to male
consumer
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preferences and site hosting, serving and distribution through
global digital transmission networks.
5. The parties agree that the terms and obligations herein constitute good and
sufficient consideration for the execution of this agreement and each
acknowledges that they have given and received full and sufficient
compensation.
6. There are no intentions by either of the parties to alter any other portion
of the January 10th, 2000 Employment Agreement and every other provision of
said agreement remains in full force and effect and binding on the parties.
7. This Amendment Agreement is intended to conform with Section 22 B of the
January 10th, 2000 Employment Agreement, that Employment Agreement in every
other respect is intended to be binding upon the signatories and no other
modification or alteration of the terms is to be implied.
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Witness Executive - David A. Gust Date
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Witness MegaMedia Networks, Inc. Date
William A. Mobley, Jr.
Chairman
