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| MYSL.PK > SEC Filings for MYSL.PK > Form 8-K on 9-Apr-2009 | All Recent SEC Filings |
9-Apr-2009
Change in Directors or Principal Officers, Financial Statements and Exhibi
Employment Agreement with Maurizo Angelone
My Screen Mobile, Inc., a Delaware corporation ("My Screen") entered into an Employment Agreement with Maurizo Angelone (the "Angelone Employment Agreement") dated January 14 , 2009, to hire Mr. Angelone to serve as My Screen's Chief Executive Officer. The Angelone Employment Agreement has a three (3) year term (the "Term"), which shall commence on May 1, 2009 (the "Commencement Date"). Mr. Angelone has also been appointed to serve as a member of My Screen's Board of Directors, effective on the Commencement Date. Pursuant to the terms of the Angelone Employment Agreement, Mr. Angelone will be paid a monthly salary of $25,000. In addition, My Screen agreed to pay Mr. Angelone a signing bonus of $300,000, payable in three equal installments (a) the first of which has been paid, (b) the second of which is due within three (3) days after the Commencement Date, and (c) the third of which is due within ninety (90) days after the Commencement Date. In addition, during each twelve (12) month period of the Term, Mr. Angelone shall be eligible to receive a cash bonus of up to $350,000 based on the achievement of milestones to be mutually agreed upon by My Screen's Board of Directors and Mr. Angelone, within thirty (30) days after the commencement of each such twelve month period.
My Screen shall issue Mr. Angelone Three Million (3,000,000) shares of My Screen's common stock, vesting in 6 equal installments of 500,000 shares, six months, twelve months, eighteen months, twenty four months, thirty months and thirty-six months after the Commencement Date, if Mr. Angelone is employed with My Screen as of the applicable vesting date.
My Screen also agreed to grant Mr. Angelone options to purchase an aggregate of 7,000,000 shares of My Screen's common stock, having an exercise price of $1.00 per share. Three Million (3,000,000) of the options vest in four equal installments six months, twelve months, twenty-four months and thirty-six months after the Commencement Date. Four Million (4,000,000) of the options vest upon the achievement of certain milestones related to My Screen's earnings, the launch of My Screen's advertising platform for mobile devices in various countries, and the generation of advertising revenue. Upon a Change of Control of My Screen, all of Mr. Angelone's options and stock grants automatically vest. In addition, to the extent a Change of Control results in net proceeds to My Screen or its stockholders, after payments of all debts, liabilities and other outstanding obligations, of more than $250,000,000, Mr. Angelone shall be entitled to receive (a) One Percent (1%) of the net proceeds between $250,000,000 and $500,000,000, (b) One and One-Half Percent (1½%) of the net proceeds between $500,000,001 and $750,000,000, (c) Two Percent (2%) of the net proceeds between $750,000,000 and $1,000,000,000, (d) Three Percent (3%) of the net proceeds between $1,000,000,001 and $1,500,000,000, and (e) Four Percent (4%) of any net proceeds over $1,500,000,001.
If My Screen terminates Mr. Angelone, without cause, then My Screen shall continue to pay to Mr. Angelone his base salary and benefits for the greater of twelve (12) months and the remainder of the Term, and all 3,000,000 shares of common stock granted to Mr. Angelone as described above shall automatically vest. In addition, Mr. Angelone is entitled to receive up to twelve months of salary and benefits upon a termination as a result of his death or disability.
Prior to joining MyScreen, Mr. Angelone spent 15 years with Nokia in senior executive roles, including his most recent position as Global Account Head for one of Nokia's largest customers, Telefonica S.A., prior to this, Mr. Angelone led Nokia's Latin American division.
The foregoing description of the Angelone Employment Agreement is qualified in its entirety by reference to the full text of the Angelone Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
d) Exhibits
10.1 Employment Agreement between My Screen Mobile and Mr. Angelone
99.1 Press release dated March 25, 2009
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