Nevada
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000-54436
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27 0611758
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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IRS I.D.
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(i)
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incorporate, manage, structure and organize the five companies dedicated to medicine import – export and in general, trade as described in Annex A, that will be 100% owned subsidiaries of the Company (2 Greek, 1 German, 1 UK and another EU company –i.e. Polish), with the capital for these companies provided by the Company as described in Annex A, the subsidiary companies to be opened during the first six years of this Agreement, as described in Annex A,
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(ii)
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identifying prospective strategic partners and strategic alliances (except reverse mergers designed to take a private company public);
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(iii)
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planning, strategizing and negotiating with potential strategic business partners;
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(iv)
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assisting with business development of the medicine sector;
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(v)
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reporting as to developments concerning the medicine and medical industry which may be relevant or of interest or concern to the Company or the Company's business;
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(vi)
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developing strategic planning issues;
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(vii)
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providing management consulting services including: analyzing historical operational performance, reviewing operational performance of the Company, making recommendations to enhance the operational efficiency of the Company;
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(viii)
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consulting on alternatives to enhance the growth of the Company; and
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(ix)
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All other services consistent with Manager’s duties hereunder as the Company shall request.
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·
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Annual Salary
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·
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Stock Awards
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·
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Stock Bonus Award
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A.
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The annual salary shall be 800.000.- Euros for the 1
st
year, 900.000.- Euros for the 2
nd
year and 1.000.000.- Euros for the 3
rd
year and all years thereafter during the term of this agreement.
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B.
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The annual salary is not subject to increase. However, the salary will be reduced as follows: Start with the combined compensation number in the column entitled “Profits all / year.” Divide that number by 4 and that is the quarterly target number. Compare the quarterly target number to the actual pre-tax profit of all of the subsidiary companies of Annex A combined as reported in the Company’s SEC filing on Form 10-K or 10-Q. To the extent the actual pre-tax profit of all of the subsidiary companies combined is less than the quarterly target number [“Missed Target Amount”], the Manager’s monthly compensation between the date of the filing of the relevant Form 10-K or 10-Q and the final filing date for the Company’s next report Form 10-K or 10-Q shall be reduced pro rata so that the total reduction during such period is equal to the Missed Target Amount. However, the Manager shall have the opportunity to earn back the Missed Target Amounts on an aggregate basis to the extent the actual pre-tax profit of all of the subsidiary companies combined is more than the quarterly target number [“Excess Target Amount”], the Manager’s monthly compensation between the date of the filing of the relevant Form 10-K or 10-Q and the final filing date for the Company’s next report Form 10-K or 10-Q shall be increased pro rata so that the total increase during such period is equal to the Excess Target Amount. See example I in Annex B.
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A.
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If in year 2019 all five subsidiary companies of Annex A report profits before tax as are combined in the Company's financials equal 36.000.000.- Euro, the additional bonus compensation of the Manager will be equal to 36.000.000.- Euros converted to U.S. Dollars at the exchange rate in effect at the end of year 2019 divided by the Stock Price as set forth in “Stock Price Used for Calculation of Manager’s Compensation” below.
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B.
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If in year 2019 all five subsidiary companies of Annex A report profits before tax as are combined in the Company's financials equal the amount of 30.000.000 -36.000.000.- Euro, the additional bonus compensation of the Manager will be equal to the 80% of that amount (profits before tax as are combined in the Company's financials that all five subsidiary companies of Annex A report)in of Euros converted to U.S. Dollars at the exchange rate in effect at the end of year 2019 divided by the Stock Price as set forth in “Stock Price Used for Calculation of Manager’s Compensation” below.
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C.
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If in year 2019 all five subsidiary companies of Annex A report profits before tax as are combined in the Company's financials equal the amount of 25.000.000. - 30.000.000.- Euro, the additional bonus compensation of the Manager will be equal to the 50% of that amount (profits before tax as are combined in the Company's financials that all five subsidiary companies of Annex A report)in Euros converted to U.S. Dollars at the exchange rate in effect at the end of year 2019 divided by the Stock Price as set forth in “Stock Price Used for Calculation of Manager’s Compensation” below.
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D.
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If in year 2019 all five subsidiary companies of Annex A report profits before tax as are combined in the Company's financials equal the amount of 20.000.000. – 25.000.000.- Euro, the additional bonus compensation of the Manager will be equal to the 25% of that amount (profits before tax as are combined in the Company's financials that all five subsidiary companies of Annex A report)in Euros converted to U.S. Dollars at the exchange rate in effect at the end of year 2019 divided by the Stock Price as set forth in “Stock Price Used for Calculation of Manager’s Compensation” below.
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E.
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If in year 2019 all five subsidiary companies of Annex A report profits before tax as are unified at Company's financials, of an amount higher than the amount of 36.000.000.- Euro, there shall be issued additional shares of Company stock determined as follows: An amount equal to 120% of the amount in excess of the 36.000.000.- Euro reported profits before tax as are unified at Company's financials converted to U.S. Dollars at the exchange rate in effect at the end of year 2019 divided by the Stock Price as set forth in “Stock Price Used for Calculation of Manager’s Compensation” below. In that case of course this extra bonus will be given additionally to A.
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F.
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If in year 2019 all five subsidiary companies of Annex A report profits before tax as are combined in the Company's financials are less than the amount of 20.000.000. Euro, there shall be no additional shares of stock awarded under this “Bonus Stock Award” provision of this Agreement.
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For A, B, C, D and E, see example III in Annex B.
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Cosmos Holdings Inc.
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Date: May 1, 2014
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By:
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/s/ Dimitrios Goulielmos
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Dimitrios Goulielmos
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Principal Executive Officer
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