Nice job if you can look yourself in the mirror and accept it... Ray is such a used car salesman. If they gave me 4-6% of the money I raised I can promise you, without a shadow of a doubt, this company would have no capitalization issues.
I trust the shareholders who visit and read this board understand that Ray-Ray has made a living, a killing, on the commissions from selling steeply discounted stock (practically at any cost).... his compensation plan has nothing to do with increasing the value of NVI's stock (i.e., he has limited if any concern with increasing the value of his own stock). His singular focus is on the commission he earns off grossly diluting your stock, my stock, all NVI stock. He wins regardless - which is truly a sad sad sad situation, for everyone involved, except Ray.
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 3, 2005, New Visual Corporation (the "Company") entered into
an employment agreement (the "Employment Agreement") with Ray Willenberg, Jr.
Mr. Willenberg currently serves as the Company's Executive Vice President
pursuant to an employment agreement dated as of March 22, 2002 (the "Previous
Employment Agreement"), which is scheduled to expire on March 22, 2005.
The Employment Agreement provides that Mr. Willenberg will continue to
serve as the Company's Executive Vice President for a term of three years
commencing on March 23, 2005, subject to the earlier (i) the death or Disability
(as defined in the Employment Agreement) of Mr. Willenberg; (ii) the termination
of the agreement by either party without cause upon written notice; or (iii)
termination of the agreement by the Company with Cause (as defined in the
Employment Agreement).
In consideration of his continued service under the Employment
Agreement, Mr. Willenberg is entitled to receive a commission on any equity or
long-term debt financing the Company may obtain, during the term of the
agreement or the twelve month period after the termination thereof, from a
source introduced to the Company by Mr. Willenberg or as a result of Mr.
Willenberg's personal efforts. Mr. Willenberg's commission shall equal 6% of the
aggregate annual proceeds of such financings up to $2 million; 5% of the
aggregate annual proceeds of such financings in excess of $2 million and up to
$5 million; and 4% of the aggregate annual proceeds of such financings in excess
of $5 million. Mr. Willenberg is also entitled to be paid a bonus equal to the
amount, if any, paid as a bonus to the Chief Executive Officer of the Company in
connection with the successful commercialization of the Company's technologies.
Mr. Willenberg will not be paid a fixed salary for his service under the
Employment Agreement.
Under the Employment Agreement, the Company has granted Mr. Willenberg
the right of first refusal to purchase the Company's equity interest in Top
Secret Productions, LLC in case of a bona fide third-party offer to purchase
that interest or a determination of by the Company to offer that interest for
sale at a specified price.[/b[
<PAGE>
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 9, 2005
By: /s/ Brad Ketch
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Brad Ketch
President and Chief Executive Officer
AI
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