More 'salary' being paid in shares ...
... in other words, the shareholders are paying all of these guys' salaries, as opposed to the 'norm' of management increasing shareholder value. After all those SEC filings a few weeks ago detailing huge dilution, cheap options and salaries-paid-in-shares ... unbelievable. Has anyone else here seen anything quite like this before?
The only positive is these extra shares/compensation are not registered at the moment.
So, this guy is being paid, at today's share price, a million bucks over two years to be an 'independant contractor-Chairman', in addition to whatever he was being paid-in-shares for being a consultant. I'll have to look that up.
From the 8-K dated today:
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 5, 2007, we entered into an amendment to our consulting agreement with Joe Abrams. The amendment expands Mr. Abrams' role with us to Chairman of our subsidiary, Ckrush Digital Media, Inc. The term of the consulting agreement was extended through December 31, 2008, subject to either party's right to terminate sooner for any reason.
We agreed to issue to Mr. Abrams an aggregate of 4,000,000 shares of our common stock as compensation for his enhanced role. The shares will be issued in escrow on or before February 1, 2007 and released to Mr. Abrams in equal quarterly installments over the remaining two year term of the agreement. The original consulting agreement with Mr. Abrams dated October 12, 2006 remains in full force and effect.
.... and .....
January 5, 2007
Mr. Joe Abrams
131 Laurel Grove Avenue
Kentfield, CA 94909
Dear Joe:
This letter agreement amends and supplements the Consulting Agreement (the "Agreement") dated October 12, 2006 between you and Ckrush, Inc., a Delaware corporation (the "Company"). Except to the extent inconsistent with this letter, in which case this letter shall control, the Agreement remains in full force and effect.
1.
During the term of this Agreement, you shall have the title of Chairman of our subsidiary, Ckrush Digital Media, Inc. ("Media"). You shall continue to report to the President of the Company, and insofar as you will continue as an independent contractor and not an employee of the Company, you shall have no authority to enter into contracts or agreements on behalf of the Company or otherwise to bind the Company legally. In addition to the duties set forth in the Agreement, as Chairman of Media you agree to attend meetings with the Company and its existing and prospective business partners, investors and acquisition targets and otherwise to represent the Company as agreed by you and the President of the Company.
2.
The term of the Agreement is hereby extended for a two year term expiring December 31, 2008, subject to the right of you or the Company to terminate the Agreement at any time with or without cause.
3.
As additional compensation for serving as Chairman of Media, the Company shall issue you a total of four million (4,000,000) shares of its common stock (the "Shares"), subject to adjustment in the event of any forward or reverse stock split, including without limitation the reverse stock split to be acted on by the Company's stockholders at a meeting scheduled for January 25, 2007. The Shares will be issued in quarterly installments of 500,000 shares each on the first business day of January, April, July and September 2007 and 2008, except that the first issue will be deferred to February 1, 2007 to permit the Company to complete the process of increasing its authorized shares of common stock. In the event of a Change of Control of the Company (as defined in the Agreement), any of the foregoing Shares that have not yet been issued will be issued to you.
4.
The Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and as such must be held indefinitely and may not be sold by you unless the Shares are registered under the Act or an exemption from registration applies. By signing this letter, you represent to the Company that you are an accredited investor as defined in Regulation D promulgated under the Act.
If the foregoing is consistent with your understanding, please sign and return a copy of this letter agreement to me.
Very truly yours, CKRUSH, INC. By /s/Jeremy Dallow Jeremy Dallow, President
Agreed to and accepted this
5th day of January, 2007
/s/ Joe Abrams
Joe Abrams
