f8k081009ex10ii_mmg.htm


    Exhibit 10.2


    Mega
Media Group, Inc.

    1122
Coney Island Ave. #210

    New
York, NY 10012

    


    Dated:
July 15, 2009

    


    Mr.
Gennady Pomeranets

    


    


    
      	
               
      

            	
              Re:

            	
              Mega
      Media Group, Inc. (“Company”) –w- Gennady Pomeranets (sometimes
      hereinafter referred to as “you”): Employment
  Agreement

            


    

    


    Dear Mr.
Pomeranets:

    


    The following, when signed by the
Majority of the Board of Directors of Company, on the one hand, and by you, on
the other hand, will set forth the material terms of the agreement between you
and Company pursuant to which you will render services to Company pursuant to
the terms set forth below.

    


    
      1.  TERM:

    

    


    The
Employee’s term of employment starts on the July 15, 2009, Effective Date of
this Agreement and ends on the close of business on July 14, 2011 (the
"Employment Period" or "Term of Employment"). However, beginning on April 1,
2011, the Employment Period shall be automatically extended from day to day for
twelve months, so that commencing on July 1, 2011 and continuing for so long
thereafter as Employee is employed hereunder, there will always be exactly one
year remaining in the Term of Employment hereunder, until either party
terminates in accordance with Section 6. The term "Employment Period" or "Term
of Employment" shall refer to the Employment Period if and as so
extended

     

    
      2.  TITLE AND
DUTIES

    

    


    (a)
DUTIES. The Employee’s title is CFO OF Mega Media Group, Inc. The Employee will
perform job duties that are usual and customary for this position, and will
perform additional services and duties that the Company may from time to time
designate that are consistent with the usual and customary duties of this
position. The Employee will report to the Board of Directors. The Employee will
devote his  part working time and efforts to the business and affairs
of Company.

    


    (b)
SERVICES. During employment with the Company, Employee shall not be
engage in any competitive activity, and, except as set forth in the preceding
clause (a) of this Section 2, Employee shall not render any services to any
other person or business, except as in the ordinary course of his public
accounting practice,  or acquire any interest of any type in any other
business which is in competition with Company, provided, however, that the
foregoing shall not be deemed to prohibit Employee from acquiring, solely as an
investment, (i) up to 10% of any securities of a partnership, trust, corporation
or other entity so long as Employee remains a passive investor in such entity
and such entity is not, directly or indirectly, in competition with Company or
(ii) up to 9.9% of the outstanding equity interests of any publicly held
company.

    


    
      
         

      

      
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    3.
COMPENSATION AND BENEFITS

    


    (a) BASE
SALARY. The Company will pay the Employee an annual base salary of $120,000.00
with an annual increase of 10%. All payments of base salary will be made in
installments according to the Company’s regular payroll practice, prorated
monthly or weekly where appropriate, and subject to any increases that are
determined to be appropriate by the Compensation Committee of the Company’s
Board of Directors ("Compensation Committee").

    


    (b)
PERFORMANCE BONUS and STOCK OPTIONS. No later than March 31 of each year,
Employee will be eligible to receive a performance bonus for the prior year.
Employee is not required to be employed by Company on the date of the bonus
payment in order to receive it. The amount of annual bonus for any partial year
of this Agreement will be prorated monthly unless Employee is terminated for
Cause. For calendar years 2009, 2010, 2011, and any additional years under this
Agreement, any performance bonus shall be at the discretion of the Compensation
Committee; however, the Company shall agrees that in the event the company turns
profitable and all tax liabilities are paid off during the initial term of this
agreement the bonus will not be less 3% of Pre Tax Earnings payable in cash or
stock. Employee will further have the option to purchase on a non dilutive basis
three million shares at $0.2 cents and three million shares at $0.03 cents of
the company’s common shares for a period of 3 years.

    


    (c)
EMPLOYMENT BENEFIT PLANS. The Employee will be entitled to participate
in all
pension, profit sharing, and other retirement plans, all incentive compensation
plans, and all group health, hospitalization and disability or other insurance
plans, paid vacation, sick leave and other employee welfare benefit plans in
which other similarly situated employees of the Company may participate as
stated in the Employee Guide.

    


    (d)
VACATION. Employee will be entitled to accrue twenty days of paid vacation per
calendar year, with such accrual pro-rated for partial years and suspended for
periods of unpaid leave, and subject to the Company’s policy regarding maximum
vacation accrual.

    


    (e)
EXPENSES. The Company will pay or reimburse the Employee for all normal and
reasonable travel and entertainment expenses incurred by the Employee in
connection with the Employee’s responsibilities to the Company upon submission
of proper vouchers in accordance with the Company’s expense reimbursement
policy. The Company’s obligation to provide reimbursement for expenses incurred
during the Employee’s employment by the Company shall survive any termination of
the Employee’s employment.

    


    
      
         

      

      
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    (f)
MISCELLANEOUS. During full-time employment under this Agreement,
the

    Company will have a laptop computer and
cellular phone available for Employee to use for business purposes. Employee
will also be provided with Assistant services. Employee will be provided with
the use of an office befitting his position as an Executive of the Company.
4.

    


    
      4.  NONDISCLOSURE
OF CONFIDENTIAL INFORMATION.

    

    


    During
the course of the Employee’s employment with the Company, the Company will
provide the Employee with access to certain confidential information, trade
secrets, and other matters which are of a confidential or proprietary nature,
including but not limited to the  company’s customer lists, pricing
information, production and cost data, compensation and fee information,
strategic business plans, budgets, financial statements, and other information
the Company treats as confidential or proprietary (collectively the
"Confidential Information"). The Company provides on an ongoing basis such
Confidential Information as the Company deems necessary or desirable to aid the
Employee in the performance of his duties. The Employee understands and
acknowledges that such Confidential Information is confidential and proprietary,
and agrees not to disclose such Confidential Information to anyone outside the
Company except to the extent that (i) the Employee deems such disclosure or use
reasonably necessary or appropriate in connection with performing his duties on
behalf of the Company; (ii) the Employee is required by order of a court of
competent jurisdiction (by subpoena or similar process)
to disclose or discuss any Confidential Information, provided that in such case,
the Employee shall promptly inform the Company of such event, shall cooperate
with the Company in attempting to obtain a protective order or to otherwise
restrict such disclosure, and shall only disclose Confidential Information to
the minimum extent necessary to comply with any such court order; (iii) the
Employee may disclose Confidential Information to his attorneys and financial
advisors, provided Employee advises his attorneys and financial advisors that
such Confidential Information is confidential and that by receiving such
Confidential Information such attorneys and financial advisors are agreeing to
be bound by this Section; or (iv) such Confidential Information becomes
generally known to and available for use in the industries in which the Company
does business, other than as a result of any action or inaction by the Employee.
The Employee further agrees that he will not during employment use such
Confidential Information in competing, directly or indirectly, with the Company.
At such time as the Employee shall cease to be employed by the Company, he will
immediately turn over to the Company all Confidential Information, including
papers, documents, writings, electronically stored information, other property,
and all copies of them, provided to or created by him during the course of his
employment with the Company, provided however, that Employee shall be entitled
to retain a copy of his personal rolodex. This nondisclosure covenant is binding
on the Employee, as well as his heirs, successors, and legal representatives,
and will survive any expiration or termination of this Agreement, or the end of
employment, regardless of the reason or circumstance.

    


    
      
         

      

      
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    5.
NON-COMPETITION DURING TERM.

    


    To
further preserve the rights of the Company pursuant to the nondisclosure
covenant stated above, and for the consideration promised by the Company under
this Agreement, during the Employee’s employment with the Company the Employee
will not, directly or indirectly, as an owner, director, principal, agent,
officer, employee, partner, consultant, servant, or otherwise, carry on,
operate, manage, control, or become involved in any manner with any business,
operation, corporation, partnership, association, agency, or other person or
entity which is in the same business as the Company in any location in which the
Company, or any parent, subsidiary or affiliate of the Company, operates or has
plans or has projected to operate during the Employee’s employment with the
Company, including any area within a 50-mile radius of any such location. The
foregoing shall not prohibit the Employee from owning up to 5.0% of the
outstanding stock of any publicly held company.

    


    The
Company and the Employee agree that the restrictions contained in this
noncompetition
covenant are reasonable in scope and duration and are necessary to
protect the Company’s business interests and Confidential
Information.

    


    6.
TERMINATION.

    The
Employee’s employment with the Company may be terminated under the following
circumstances:

    


    (a)
DEATH. The Employee’s employment with the Company shall terminate upon
his
death.

    


    (b)
DISABILITY. The Company may terminate the Employee’s employment with
the
Company if, as a result of the Employee’s incapacity due to physical or mental
illness, the Employee is unable to perform his duties under this Agreement on a
substantially full-time basis for more than 90 days in any 12 month period, as
determined by a mutually designated physician.

    


    (c)
TERMINATION BY THE COMPANY. The Company may terminate the Employee’s
employment
with the Company without Cause at any time after June 30, 2010. The Company
may also terminate his employment for Cause, based upon reasonable
determinations by the Company’s Board of Directors. For purposes of this
Agreement, "Cause" shall mean: (i) conduct by the Employee constituting a
material act of willful misconduct in connection with the performance of his
duties, including, without limitation, violation of the Company’s policy on
sexual harassment, misappropriation of funds or property of the Company or any
of its affiliates other than the occasional, customary and de minimis use of
Company property for personal purposes, or other willful misconduct; (ii)
continued, willful and deliberate non-performance by the Employee of his duties
hereunder (other than by reason of the Employee’s physical or mental illness,
incapacity or disability); (iii) the Employee’s refusal or failure to follow
lawful and material directives consistent with his title and position and the
terms of this Agreement; (iv) conviction of the Employee for, or a plea of nolo
ontendere by the Employee to, any felony, or lesser crime involving fraud,
embezzlement or  is appropriation of the property of the Company, or
other conduct by the Employee that, as reasonably determined by the Board, has
resulted in, or would result in if he were retained in his position with the
Company, material injury to the reputation of the Company after the date of this
agreement; (v) a breach by the Employee of any of the provisions contained in
this Agreement regarding Nondisclosure of Confidential Information (other than
an inadvertent disclosure resulting in no harm to Company) ; or (vi) a material
violation by the Employee of the Company’s employment policies of which he had
notice. The Employee will be given a reasonable opportunity (30 days maximum, in
the discretion of the Company) to cure any of the "Cause" provisions that the
Company’s Board of Directors deem to be susceptible to cure, if the conduct has
not been the subject of a prior cure.

    


    
      
         

      

      
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    (d)
TERMINATION BY THE EMPLOYEE WITHOUT CAUSE. The Employee may provide notice at
any time after June 30th, 2010
of his intent to terminate the Employee’s employment with the Company without
cause. Employee must provide the Company with Three (3) months advance written
notice of his intent to terminate the employment relationship. If Employee
terminates under this section, the Company may determine an earlier termination
date on which employment will end. The Company shall not be required to continue
employment during the notice period.

     

    (e) TERMINATION BY EMPLOYEE FOR GOOD
REASON. The Employee may terminate this Agreement at any time for Good Reason,
which is defined as: (i) a repeated failure of the Company to comply with a
material term of the Agreement after written notice by the Employee specifying
the alleged failure; or (ii) a substantial and unusual change in Employee’s
position, resulting in significant and unusual additional duties,
responsibilities, and authority, without an offer of additional reasonable
compensation as determined by Company in light of compensation levels for
similarly situated employees; (iii) a substantial and unusual reduction in
Employee’s duties, responsibilities and authority; (iv) Company’s requirement
that Employee move from or render his services primarily in a location outside
of the New York metropolitan area If Employee elects to terminate for Good
Reason under (i), (ii), (iii), or (iv), Company shall have thirty (30) days
after written notice within which to cure. 8. COMPENSATION
UPON

    


    7.
COMPENSATION UPON TERMINATION.

    


    (a)
DEATH. If the Employee’s employment with the Company terminates by reason of his
death, the Company will, within 30 days, pay in a lump sum amount to such person
as the Employee shall designate in a notice filed with the Company or, if no
such person is designated, to the Employee’s estate, the Employee’s accrued and
unpaid base salary, vacation pay, and prorated bonus, if any, unreimbursed
expenses, and any payments to which the Employee’s spouse, beneficiaries, or
estate may be entitled under any applicable employee benefit plan (according to
the terms of such plans and policies).

    


    (b)
DISABILITY. If the Employee’s employment with the Company terminates
by reason
of his disability, the Company shall, within 30 days, pay in a lump sum amount
to the Employee his accrued and unpaid base salary, vacation pay, and prorated
bonus, if any, unreimbursed expenses, and any payments to which he may be
entitled under any applicable employee benefit plan(according to the terms of
such plans and policies).

    


     (c)
TERMINATION BY THE COMPANY FOR CAUSE. If the Employee’s employment with the
Company is terminated by the Company for Cause, the Company will, within 30
days, pay in a lump sum amount to the Employee his accrued and unpaid base
salary, vacation pay, unreimbursed expenses and any payments to which he may be
entitled under any applicable employee benefit plan (according to the terms of
such plans and policies).

    


    
      
         

      

      
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    (d)
TERMINATION BY COMPANY WITHOUT CAUSE; TERMINATION BY EMPLOYEE FOR GOODREASON -
SEVERANCE AND CONSULTING OPTION: If employment is terminated by the Company
without Cause (and other than for death or disability) or if this Agreement
is terminated by Employee for Good Reason, the Company will, within 30 days, pay
in a lump sum amount to the Employee his accrued and unpaid base salary through
the date of termination and any payments to which he may be entitled under any
applicable employee benefit plan (according to the terms of such plans and
policies). Additionally, in lieu of a termination of employment, Employee has
the option of continuing employment by electing, within ten days from notice by
Company, to become a part-time consultant to Company in exchange for severance
pay. In that event, Company will pay Employee the Employee’s base salary
("severance pay") for a twelve month period, in periodic payments in accordance
with ordinary payroll practices and deductions, provided that Employee: (i) will
serve as an exclusive part-time consultant during the severance payout period;
(ii) agrees not to compete with Company, directly or indirectly, during the
payment and consulting period; and (iii) agrees to and signs a general release
of all claims (other than executory termination obligations of the Company) in a
form and manner satisfactory to the Company. If Company terminates Without
Cause, and if Employee opts to continue as a part-time consultant in accordance
with this Section, then Employee shall be entitled, at the end of his employment
as a consultant, to accelerated vesting of a pro rata portion of outstanding
options. The pro rata portion of outstanding options that shall vest immediately
will be determined by applying a Vesting Factor to each option grant. The
"Vesting Factor" shall be calculated by dividing the number of months since the
option was granted by the total months contained in the original vesting
period.

    


    (e)
EFFECT OF COMPLIANCE WITH COMPENSATION UPON TERMINATION PROVISIONS. Upon
complying with Subparagraphs 7(a) through 7(d) above, as applicable, the
Company
will have no further obligations to the Employee except as otherwise expressly
provided under this Agreement, provided that such compliance will not adversely
affect or alter the Employee’s rights under any employee benefit plan of the
Company in which the Employee has a vested interest, unless otherwise provided
in such employee benefit plan or any agreement or other instrument attendant
thereto.

    


    8. CHANGE
OF CONTROL. In the event of a Change in Control, all of Employee’s stock
options that are outstanding on the date of such Change in Control shall become
immediately and fully exercisable and any restricted stock shall no longer be
restricted. For purposes of this Agreement, "Change of Control" means: (i) any
"person," as such term is used in Sections 3(a)(9) and 13(d) of the Securities
Exchange Act of 1934 (other than the Executive or entities controlled by the
Executive), becomes a beneficial owner of 50% or more of the voting power of the
Company; (ii) all or substantially all of the assets or business of the Company
are disposed of pursuant to a merger, consolidation, sale or other transaction
(unless the shareholders of the Company, immediately prior to such merger,
consolidation or other transaction Beneficially own, directly or indirectly, in
substantially the same proportion as they owned the voting power of the Company,
all of the voting power or other ownership interests of the entity or entities,
if any, that succeed to the business of the Company; (iii) the Company combines
with another company and, immediately after such combination, (A) the
shareholders of the Company immediately prior to the combination do not hold,
directly or indirectly, more than 50% of the voting power of the combined
company or (B) the members of the Board immediately prior to the
Board’s approval of the merger transaction do not constitute a majority of the
combined company’s board of directors; or (iv) the liquidation or dissolution of
the Company.

    


    
      
         

      

      
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    9. Miscellaneous:

    


    No
provisions of this agreement may be amended, modified, waived, or discharged
except by a written document signed by you and a duly authorized officer of
Company.  A waiver of any conditions or provisions of this agreement
in a given instance will not be deemed a waiver of such conditions or provisions
at any other time.  The validity, interpretation, construction, and
performance of this agreement will be governed by the laws of the State of New
York.  The invalidity or unenforceability of any provision of this
agreement will not affect the validity or unenforceability of any other
provisions of this agreement.  This agreement may be executed in one
or more counterparts, each of which will be deemed to be an original, but not
all of which together constitute the same instrument.  This agreement
sets forth the entire understanding between us.  All oral or written
agreements or representations, express or implied, with respect to the subject
matter hereof are set forth in this agreement.   Neither party
will be deemed in material breach of this agreement unless and until it receives
notice from the other party specifying such alleged breach and it shall fail to
cure such alleged breach within fifteen (15) business days following the receipt
of such notice.

    


    SINATURE
PAGES TO FOLLOW

    


    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this agreement on the day and
year first above written.

     

    


     

    


     

    Very
truly yours,

     

    Board of
Directors of

     

    Mega
Media Group, Inc.

     

    By:
________________________________

    Dr. Lev Paukman

    


    By:
________________________________

    Dr. Elan Kaufman

    


    By:_________________________________

    Aleksander Shvarts

    


    


    


    AGREED TO
AND ACCEPTED:

    


    ______________________________________

    Gennady
Pomeranets

     

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