Exhibit 10.1

 

Price Achieved	Percentage of Shares to be Delivered
$0.03	2.50%
$0.05	2.50%
$0.08	2.50%
$0.10	2.50%
Total	10.00%

Exhibit 10.2

 

Premier Publishing Group, Inc.

Share Award Agreement

This Share Award Agreement (the “ Agreement ”) by and between Chris H. Giordano (the “ Participant ”) and Premiere Publishing Group, Inc. (the “ Company ”), dated this 4th day of August 2010, evidences the grant to the Participant of the right to receive up to ten (10%) Percent  of the fully diluted shares of common stock of the Company based on the issued and outstanding common shares of the company, par value $0.0001 per share (individually, a “ Share ” and collectively, the “ Shares ”), on the following express terms and conditions:The dates for calculating the amount of shares to be issued will start on the date herein and end on January 10, 2011.

1.	Delivery of Shares .  The following table sets forth the number of Shares that the Company shall deliver to the Participant at the end of any 20 consecutive day trading period where the Company’s per Share price has closed at or above the following price for each day during such trading period:

The Company shall have at all times available and reserved for issuance pursuant to this Agreement authorized but unissued Shares in amounts sufficient to meet the Company’s obligations to issue Shares to the Participant under this Agreement.

This agreement is in addition to the Mr. Giordano's Co-Chairman agreement with the Company in regards to his grant award on a "fully vested" basis the equivalent of 10% of the company's fully diluted common stock (of which Mr. Giordano has non-dilutive rights for a period of 180 days from the signing of that agreement on August 4th, 2010).

2.	Vesting and Forfeiture Provisions .

(i)           Except as otherwise provided in Sections 2(ii), 2(iii), or 2(iv) of this Agreement, at such time as the Participant is no longer serving for any reason as an officer, director, or employee of the Company or any subsidiary of the Company, the Participant shall forfeit the right to delivery of any further Shares.

(ii)           In the event that the Company undergoes a Change in Control (as that term is defined in Section 3 below) while the Participant is serving as an officer, director, or employee of the Company or any subsidiary of the Company or during the period of one year beginning on the first day after the Participant is no longer serving for any reason as an officer, director, or employee of the Company or any subsidiary of the Company, then the Participant shall become vested in 100% of the Shares effective immediately prior to the time of the Change in Control.

 

 

(iii)           If the Participant dies while serving as an officer, director, or employee of the Company, the Participant shall become vested in 100% of the Shares effective immediately prior to his death.

(iv)           If the Company pays any dividend, other than ordinary course cash dividends, to its shareholders while the Participant is serving as an officer, director, or employee of the Company or any subsidiary of the Company, the Participant shall become vested in 100% of the Shares effective immediately prior to such dividend payment.

3.	Change in Control .  For the purposes of this Agreement, the term “ Change in Control ” means the following and shall be deemed to occur if and when:

(i)           any person (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner (within the meaning of Rule l3d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 35% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors unless such person is already a beneficial owner on the date of this Agreement, or

(ii)           individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any individual who becomes a director after the date hereof whose election, or nomination for election by the Company’s stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered to be a member of the Incumbent Board, or

(iii)           a merger or consolidation of the Company, other than a merger or consolidation in which the voting securities of the Company immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities of the surviving entity) fifty-one percent (51%) or more of the combined voting power of the Company or surviving entity immediately after the merger or consolidation with such other entity, or

 
 

(iv)           the sale of assets aggregating more than fifty percent (50%) of the assets of the Company on a consolidated basis, or

(v)           a reorganization, reverse stock split, or recapitalization of the Company which would result in any of the foregoing.

Notwithstanding anything contained herein to the contrary, any merger of the Company with Premiere Publishing Group, Inc. or a subsidiary or affiliate of Premiere Publishing Group, Inc., shall not be deemed to be a Change in Control.  In addition to the foregoing, a liquidation or dissolution of the Company shall be considered a Change in Control so long as the delivery of Shares that is made upon such liquidation or dissolution complies with the procedures set forth in Treasury Regulation Section 1.409A-3(j)(4)(ix)(A).

 

 

4.

Issuance of Shares .  The Company, or its transfer agent, will deliver the vested Shares and any related stock power to the Participant as soon as practicable after such Shares become vested, but no later than March 15 th of the year after the year in which the Shares vest.  If the Participant dies before the Company has distributed any portion of the vested Shares, the Company will transfer any shares payable with respect to the vested Shares in accordance with the Participant’s written beneficiary designation or to the Participant’s estate if no written beneficiary designation is provided.  If the Participant does not have a will at the time of his death, any shares payable with respect to the vested Shares will be distributed in accordance with the laws of descent and distribution.

5.

Taxes .  For each year, the Company shall pay to the Participant such additional compensation as is necessary (after taking into account all federal, state, and local taxes, including income, excise, and employment taxes payable by the Participant as a result of the receipt of such additional compensation) to place the Participant in the same aftertax position he would have been in had no tax been paid or incurred with respect to the benefits received under this Agreement  (the “ Tax Gross-Up ”).  The Tax Gross-Up shall be determined assuming that the maximum federal, state, and local tax rates apply to all such amounts and shall include interest and penalties, if any. Any applicable Tax Gross-Up shall be paid to the Participant, withheld, or remitted, as applicable, in cash or stock, at the option of the Company, at the appropriate time but no later than December 31 of each year.  Notwithstanding the form of any Tax Gross-Up, it is the intent of the parties that the Participant will be in the same after-tax position he would have been in had no federal, state, and local taxes of any kind (or interest and penalties thereon) been payable with respect to the benefits received under this Agreement.

a. The tax implication to the beneficiary as determined by the Board of Directors of Premiere Publishing Group, Inc is known to be the sum of zero. The Board has also produced a resolution stating such. The value of the public shares was determined to be nil based on both the lack of trading volume and dollar volume, coupled with a substantial negative shareholder equity balance and accumulated losses for the last five (5) years.

6.   Capital Adjustment .  In the event of a stock split, stock dividend, reclassification, reorganization, redesignation, or other change in the Company’s capitalization or corporate structure, the Price Achieved and the Number of Shares to be Delivered specified in Section 1 above shall be proportionately adjusted or substituted to reflect such change.

7.	Grant Subject to Plan Provisions .  Any future amendment, modification, or termination of the Plan shall not be incorporated by reference into this Agreement without the prior written consent of the Participant.

 

8.

Applicable Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, except to the extent Nevada General Corporation Law applies by reason of the Company’s incorporation in the State of Nevada.

 

 

9.	Amendment .  This Agreement may be amended or modified at any time by mutual agreement between the Company and the Participant.

10.

Miscellaneous .  A copy of the Plan, and other materials required to be delivered or made available to the Participant, will be delivered or made available electronically, provided that upon request of the Participant, the Company will deliver to the Participant paper copies of such materials.  By accepting the grant of the Shares under this Agreement, the Participant hereby agrees to be bound by the terms and conditions of the Plan as in effect on the date of this Agreement and this Agreement.  The payment of any award, Shares, benefits, or dividends hereunder is expressly conditioned upon the terms and conditions of this Agreement and the Plan as in effect on the date of this Agreement and the Participant’s compliance with such terms and conditions.  Notwithstanding anything to the contrary in this Agreement, in the event the terms of the Plan or any action taken by the Committee (as defined in the Plan) are inconsistent with the terms of this Agreement, the terms of this Agreement control.

Premiere Publishing Group, Inc.
Agreed to and Accepted by:
By:           __________________________	_______________________________
Name:  Mr. Omar Barrientos	Pat LaVecchia
Title:           President	Co-Chairman and Director
Agreed to and Accepted by:
By:           __________________________
Name:  Chris Giordano
Title:           Co-Chairman and Director

 

 

 

Exhibit 10.3

 

Co-CHAIRMAN AGREEMENT

 

Premiere Publishing Group, Inc.

 

THIS AGREEMENT (the “Agreement”), dated as of  August 4th, 2010, is made and entered into by and between Pat LaVecchia (“LaVecchia”) and Premiere Publishing Group, Inc., a Nevada corporation (the “Company” OTC BB: PPBL).

 

WITNESSETH:

 

WHEREAS, on August 4th, 2010 the Board of Directors elected LaVecchia as Co-Chairman of the Company and a member of the Board of the Directors of the Company to become effective immediately;

 

WHEREAS, the Company wishes to retain LaVecchia’s services for a period until at least August 4th, 2013 as Co- Chairman of the Board;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

 

TERMS

 

1. Time Period . Commencing  August 4th, 2010 LaVecchia shall serve as Co- Chairman of the Board of Directors under the terms specified herein, and employment in this capacity shall continue at least through and including August 4th, 2013.

 

2. Co- Chairman Role . In his rendering of services for the benefit of the Company, LaVecchia shall provide the Company, the Company’s Board of Directors, and the Company’s executive officers with such advice as any of them may reasonably request in connection with the business and operations of the Company consistent with his position as Co- Chairman of the Board of Directors, including but not limited to the following:

 

(1) participate in the search for a chief executive officer of the Company;

 

(2) facilitate the transition of the position of chief executive officer with customers, shareholders and employees when necessary,

 

(3) develop and advise the Board of Directors on strategic growth initiatives for the Company, including merger or acquisitions;

 

(4) make himself available as reasonably requested by the Board of Directors or executive officers of the Company to fulfill such other duties as may be reasonably requested, consistent with his status as the current Co- Chairman of the Board of Directors of the Company and other applicable provisions of this Agreement.

 

3. Consideration for Services . Upon signing of this agreement, the Company agrees to grant LaVecchia on a "fully vested" basis the equivalent of 10% of the company's fully diluted common stock.   LaVecchia will also have non-dilutive rights for a period of 180 days from the signing of this agreement.

 

4. Expenses . The Company will reimburse LaVecchia, pursuant to Company policy and regular business practice, for all reasonable business expenses he incurs during the Term. For purposes of this paragraph, “reasonable business expenses” shall include, without limitation, travel, telephone, hotel and meal expenses. LaVecchia will submit written detailed invoices for any reimbursable expenses incurred under this Agreement. Such invoices are to be submitted to the Company’s financial department.

 

5. Covenant . LaVecchia undertakes to maintain confidentiality on all confidential information relating to the business of the Company and at the end of the Term to return all documents and other property of the Company. LaVecchia’s obligations pursuant to this Paragraph 9 shall survive the term of this Agreement.

 

6. No Other Authority . LaVecchia shall have no responsibility or duties to the Company other than as provided herein.

 

7. Legal Expenses . LaVecchia shall be entitled to prompt reimbursement by the Company for all reasonable legal fees incurred by LaVecchia in connection with the negotiation and completion of this Agreement; provided, however, that LaVecchia shall properly account for such expenses in accordance with the Company’s policies and procedures. The Company’s obligation pursuant to this Paragraph 11 shall survive the term of this Agreement.

 

8. Entire Agreement . This Agreement, together with the agreements listed on Exhibit A and any other agreements relating to stock options or equity awards or agreements, represents the final, complete and exclusive embodiment of the entire agreement and understanding between the Company and LaVecchia concerning his services to the Company as Co-Chairman, and supersedes and replaces any and all agreements and understandings (other than the agreements listed on Exhibit A and any other agreements relating to stock options or equity awards or agreements) concerning LaVecchia’s role as Executive Chairman of the Board. This Agreement may only be amended in a writing signed by LaVecchia and the Board of Directors.

 

 

 

9. Severability . If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement.

 

10. Notices . All notices required or permitted to be given under this Agreement must be in writing and may be given by any method of delivery which provides evidence or confirmation of receipt including but not limited to personal delivery, express courier (such as Federal Express) and prepaid certified or registered mail with return receipt requested. Notices shall be deemed to have been given and received on the date of actual receipt or, if either of the following dates is applicable and is earlier, then on such earlier date: one (1) business day after sending, if sent by or express courier; or three (3) business days after deposit in the U.S. mail, if sent by certified or registered mail. Notices shall be given and/or addressed to the respective parties at the following addresses:

 

 

Any party may change its address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided.

 

11. Applicable Law . This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of New York.

 

16. Binding Effect . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that LaVecchia shall not delegate or assign any of his duties hereunder.

 

17. Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the respective dates written above.

 

 

 

 

_______________________

Mr. Pat LaVecchia

 

 

 

 

_______________________

Mr. Omar Barrientos

President

Premiere Publishing Group, Inc

 

 

 

 

 

 

 

 

EXHIBIT A

 

 

LIST OF STOCK OPTION AGREEMENTS AND RESTRICTED STOCK AGREEMENT

 

 

[On file with the Company]

 

 

 

 

 

 

Exhibit 10.4

 

Co-CHAIRMAN AGREEMENT

 

Premiere Publishing Group, Inc.

 

THIS AGREEMENT (the “Agreement”), dated as of  August 4th, 2010, is made and entered into by and between Chris Giordano (“Giordano”) and Premiere Publishing Group, Inc., a Nevada corporation (the “Company” OTC BB: PPBL).

 

WITNESSETH:

 

WHEREAS, on August 4th, 2010 the Board of Directors elected Giordano as Co-Chairman of the Company and a member of the Board of the Directors of the Company to become effective immediately

 

WHEREAS, the Company wishes to retain Giordano’s services for a period until at least August 4th, 2013 as Co- Chairman of the Board;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

 

TERMS

 

1. Time Period . Commencing August 4th, 2010 Giordano shall serve as Co- Chairman of the Board of Directors under the terms specified herein, and employment in this capacity shall continue at least through and including August 4th, 2013.

 

2. Co- Chairman Role . In his rendering of services for the benefit of the Company, Giordano shall provide the Company, the Company’s Board of Directors, and the Company’s executive officers with such advice as any of them may reasonably request in connection with the business and operations of the Company consistent with his position as Co- Chairman of the Board of Directors, including but not limited to the following:

 

(1) participate in the search for a chief executive officer of the Company;

 

(2) facilitate the transition of the position of chief executive officer with customers, shareholders and employees when necessary,

 

(3) develop and advise the Board of Directors on strategic growth initiatives for the Company, including merger or acquisitions;

 

(4) make himself available as reasonably requested by the Board of Directors or executive officers of the Company to fulfill such other duties as may be reasonably requested, consistent with his status as the current Co- Chairman of the Board of Directors of the Company and other applicable provisions of this Agreement.

 

3. Consideration for Services . Upon signing of this agreement, the Company agrees to grant Giordano on a "fully vested" basis the equivalent of 10% of the company's fully diluted common stock. Giordano will also have non-dilutive rights for a period of 180 days from the signing of this agreement.

 

4. Expenses . The Company will reimburse Giordano, pursuant to Company policy and regular business practice, for all reasonable business expenses he incurs during the Term. For purposes of this paragraph, “reasonable business expenses” shall include, without limitation, travel, telephone, hotel and meal expenses. Giordano will submit written detailed invoices for any reimbursable expenses incurred under this Agreement. Such invoices are to be submitted to the Company’s financial department.

 

5. Covenant . Giordano undertakes to maintain confidentiality on all confidential information relating to the business of the Company and at the end of the Term to return all documents and other property of the Company. Giordano’s obligations pursuant to this Paragraph 9 shall survive the term of this Agreement.

 

6. No Other Authority . Giordano shall have no responsibility or duties to the Company other than as provided herein.

 

7. Legal Expenses . Giordano shall be entitled to prompt reimbursement by the Company for all reasonable legal fees incurred by Giordano in connection with the negotiation and completion of this Agreement; provided, however, that Giordano shall properly account for such expenses in accordance with the Company’s policies and procedures. The Company’s obligation pursuant to this Paragraph 11 shall survive the term of this Agreement.

 

8. Entire Agreement . This Agreement, together with the agreements listed on Exhibit A and any other agreements relating to stock options or equity awards or agreements, represents the final, complete and exclusive embodiment of the entire agreement and understanding between the Company and Giordano concerning his services to the Company as Co-Chairman, and supersedes and replaces any and all agreements and understandings (other than the agreements listed on Exhibit A and any other agreements relating to stock options or equity awards or agreements) concerning Giordano’s role as Executive Chairman of the Board. This Agreement may only be amended in a writing signed by Giordano and the Board of Directors.

 

 

 

 

9. Severability . If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement.

 

 

10. Notices . All notices required or permitted to be given under this Agreement must be in writing and may be given by any method of delivery which provides evidence or confirmation of receipt including but not limited to personal delivery, express courier (such as Federal Express) and prepaid certified or registered mail with return receipt requested. Notices shall be deemed to have been given and received on the date of actual receipt or, if either of the following dates is applicable and is earlier, then on such earlier date: one (1) business day after sending, if sent by or express courier; or three (3) business days after deposit in the U.S. mail, if sent by certified or registered mail. Notices shall be given and/or addressed to the respective parties at the following addresses:

 

 

Any party may change its address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided.

 

11. Applicable Law . This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of New York.

 

16. Binding Effect . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that Giordano shall not delegate or assign any of his duties hereunder.

 

17. Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the respective dates written above.

 

 

 

 

_______________________

Mr. Chris Giordano

 

 

 

 

_______________________

Mr. Omar Barrientos

President

Premiere Publishing Group, Inc

 

 

 

 

 

 

 

 

 

EXHIBIT A

 

 

LIST OF STOCK OPTION AGREEMENTS AND RESTRICTED STOCK AGREEMENT

 

 

[On file with the Company]

 

 

 

 

 

 

Exhibit 10.5

 

Premiere Publishing Group, Inc

---------------------------------------------------

CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES

OF THE CLASS C PREFERRED STOCK

---------------------------------------------------

I, Omar Barrientos, Chief Executive Officer of Premiere Publishing Group, Inc, a Nevada corporation (hereinafter called the “ Corporation ”), pursuant to the provisions of General Corporation Law of the State of Nevada, hereby makes this Certificate of Designation under the corporate seal of the Corporation and hereby states and certifies that pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Certificate of Incorporation, the Board of Directors duly adopted the following resolutions:

RESOLVED, that there shall be a series of shares of the Corporation designated “Class D Redeemable Preferred Stock” (the “ Class  D Redeemable Preferred ”); that the number of shares of such series shall be One Hundred Thousand (100,000) and that the rights and preferences of such Class D Redeemable Preferred and the limitations or restrictions thereon, shall be as set forth herein;

The following shall be adopted and incorporated by reference into the foregoing resolutions as if fully set forth therein:

1.   Number of Shares . The number of shares constituting the Class D Redeemable Preferred is hereby fixed at One Hundred Thousand (100,000).

2.   Stated Capital . The amount to be represented in stated capital at all times for each share of Class D Redeemable Preferred shall be its par value of $.0001 per share (“Stated Capital”).

3.   Voting . Except as otherwise required by law, holder of shares of Class D Redeemable Preferred shall vote together with the common stock as a single class. The holders of Class C Redeemable Preferred shall be entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock.  The holders of shares of Class D Preferred shall be entitled to Ten Thousand (10,000) votes per share.

4.   Rank .  The Class D Redeemable Preferred Stock shall, with respect to rights on liquidation, rank equivalent to all classes of the common stock, $.001 par value per share ( the "Common Stock"), of the Corporation.

 

5.   Dividends .  The holders of outstanding Class D Redeemable Preferred Stock shall be entitled to receive out of any assets legally available therefor cumulative dividends at the rate of eight percent (8%) per annum, based on the Stated Capital, accrued daily and payable on the Redemption Date, as defined below in preference and priority to any payment of any dividend on the Common Stock. Such dividends shall accrue on any given share from the day of original issuance of such share and shall accrue from day to day whether or not earned or declared.  Such dividend shall accrue from the original issuance of such share and shall accrue day to day whether or not earned or declared. Any dividend payable on a dividend payment date shall be paid in cash and in United States dollars.  Nothing contained herein shall be deemed to establish or require any payment or other charges in excess of the maximum permitted by applicable law.  In the event that any payment required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Corporation, the holder and thus refunded to the Corporation.

 

 

 

6.   Mandatory Redemption .  The Class D Redeemable Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of: (x) six (6) months from the date of issuance; or (y) the date that the Corporation receives funding of over One Million Dollars ($1,000,000) from any source  (the “Redemption Date”).

 

7.   Liquidation Preference.   In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class D Redeemable Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.40 per share plus any and all accrued but unpaid dividends.

 

IN WITNESS WHEREOF, Premiere Publishing Group, Inc. has caused this certificate of designation to be signed by Omar Barrientos, its Chief Executive Officer on this 10th day of August, 2010.