NeoMedia Technologies, Inc (NEOM)

[jonesieatl]

We said/heard the same things ....

.... when Chip Hoffman came on board. And before him , George O'Leary.

So now there's a new carrot out there ... to keep "us" interested lol.

They keep dangling carrots which seem like incentives to the employees ... but they get us all excited because of the target option prices, warrant prices, all that 'stuff'.

George O'Leary's:

Daily remuneration of $1,000 per day

we have agreed to issue to SKS 100,000 share purchase warrants per month exercisable into common shares of at $0.03 per warrant.

SKS can earn warrants to purchase up to an additional 500,000 of our common shares at an exercise price $0.06 per common share if the following milestones are achieved by our company:

Successful organizational restructuring by 2/28/07 100,000 warrants

Successful additional short-term financing by 3/31/07 100,000 warrants

Company at monthly breakeven by 12/31/07 200,000 warrants

Stock price at $0.12/share for a consecutive 30 day period 100,000 warrants

Total 500,000 warrants

(Had us dreaming of 12 cents a share and breakeven didn't it lol)


Chip Hoffman's:

The Company shall pay the Executive a base salary of $250,000 per year

The Executive shall be eligible to receive a quarterly incentive bonus with a target of $150,000 and a maximum of up to $250,000 each calendar year .... Executive shall be guaranteed payment of $12,000 of the Bonus for the remainder of 2007 for each full calendar month (not to exceed six (6) calendar months) that the Executive is employed by the Company (the “Guaranteed Bonus Payment”).

The Executive shall be granted on the Effective Date, an option to purchase 20,000,000 shares of the Company’s Common Stock (the “Initial Option”).

.... the Executive shall be granted an option to purchase 5,000,000 shares per year (subject to appropriate capitalization adjustments) of the Company’s Common Stock (the “Performance Option”).

(Why, Chip was accepting a mere pittance of salary/bonus compensation , what he REALLY wanted were those soon-to-be fantastically valuable 20,000,000 options! Right? Right? LOL)


And now Iain:

Hundreds of thousands of 'pounds sterling' for salary and bonuses if 'mystery objectives' are met , kind of like the 'objectives' Chip 'met' to get his bonus after presiding over yet another decimation of share price.

sales bonus equal to the product of 0.025 and the total amount of cash and fair market value (on the date of payment) of all property paid or payable (including amounts paid in escrow) to the Company in connection with a Sale Transaction (as defined in the Employment Agreement) (the "Sale Proceeds") so long as certain conditions are met as set forth in the Employment Agreement; provided, however, that in calculating such sales bonus, such Sale Proceeds shall be deemed not to exceed Two Hundred Million Dollars ($200,000,000)

Wow. So if Iain 'sells' the company for the max , he would get $5MM. That gets us talking about a sale of the company for $200MM , doesn't it. LOL. That's what they want us talking about , just like they wanted us talking about G.O.'s warrant prices and dreaming of how fast he would get us there , or dreaming about how happy we'd be if Chip became a multi-millionaire with his 20,000,000 shares.

This is just great:

A “Sale Transaction” shall be deemed to have occurred upon the occurrence of any one or more of the following events: (1) any “person” or “group” (as such terms are used in connection with Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) but excluding the Executive or any employee benefit plan of the Company (A) is or becomes the “beneficial owner” (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities then entitled to vote for the election of directors;

Hello. We're one reverse split away from Yorkville being able to say 'hi there, we are now the beneficial owner of 50%+ shares , pay Iain. We already went through how YAGI 'could' own 90%+ of the company if only there were enough shares authorized. R/S , AS static. Done.

there shall be consummated (A) any consolidation, merger or recapitalization of the Company or any similar transaction involving the Company, where the Company is not the continuing or surviving corporation, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all of the assets of the Company; provided that a transaction solely for the purpose of reincorporating the Company in another jurisdiction, shall not constitute a Sale Transaction. For purposes of Section 3(c)(i)(2)(B) the receipt of aggregate Sale Proceeds with respect to the sale of the components of the Company’s business (in one transaction or a series of related transactions) of more than $45,000,000 shall be deemed to constitute a sale of substantially all of the assets of the Company.

So , yeah , that's all YAGI wants, their money. Iain, help figure out a way to make that happen from Scotland and you get $1.125MM bucks as a commission.

Like I am fond of saying , all you need are the right lawyers , the right accountants , and the right mindset.

If Pazera was here to try and figure a way not to BK NEOM , and right in his contract it said 'no guarantees that Tatum and I will be able to keep NEOM out of BK' ... what does Pazera leaving tell us? That he spent the last 7 months getting all the filings filled out to wipe us out then split? Or just that he couldn't find a way out so he gave up. With nice parting gifts. Either one is a viable scenario.

What a joke this has been , and it gets more ridiculous with each filing / hiring / 'firing' / payoff / 'loan'.

JMO

jonesie



Yorkville / Cornell Tracking Board #board-9964


"I can think of no more valuable commodity than information"