exv10w7



 






EXHIBIT 10.7



Derek Bloom



Derek Bloom is employed by the Company as Senior Vice President, General Counsel
and Corporate Secretary, however, his employment agreement is currently being
negotiated. By offer letter (the “Bloom Offer Letter”), Mr. Bloom was offered an
annual base salary of $300,000 and an annual target bonus of $105,000. Mr. Bloom
is eligible to participate in the Company’s Long Term Incentive Bonus Plan
(“LTIBP”), the details of which are currently being developed, however, under
the Bloom Offer Letter, Mr. Bloom has been offered 5,500 restricted shares of
the Company’s stock, with a three-year vesting period.



Under the terms of the Bloom Offer Letter, Mr. Bloom is entitled to life
insurance with a value up to $1 million and disability insurance with a value up
to 60% of his annual base salary. The Company will match up to 50% of Mr.
Bloom’s maximum allowed contribution under the US Internal Revenue Code in a
Company sponsored 401(k) plan. Upon termination of Mr. Bloom’s employment, he is
entitled to reasonable relocation costs to his place of residence in the US.



The Bloom Offer Letter also states that Mr. Bloom’s employment agreement shall
include a change of control clause such that in the event of a change of control
in the Company, Mr. Bloom shall receive a payment equal to two times his annual
salary.



During his employment with the Company, the Company will reimburse Mr. Bloom for
all Russian tax obligations to which he may be subject. Further, Mr. Bloom will
retain the actual and economic benefit of the Foreign Earned Income Exclusion
(currently $80,000), and the Company will reimburse the difference representing
the amount of Russian tax that he will not be able to credit or deduct for US
tax purposes.



Brian Rich



Brian Rich is employed by the Company as Senior Vice President and Chief
Financial Officer, however, his employment agreement is currently being
negotiated. By offer letter (the “Rich Offer Letter”), Mr. Rich was offered an
annual base salary of $300,000, which has been increased to $318,000, and an
annual target bonus of $105,000. Mr. Rich is eligible to participate in the
LTIBP, the details of which are currently being developed, however, under the
Rich Offer Letter, Mr. Rich has been offered 5,500 restricted shares of the
Company’s stock, with a three-year vesting period.



Under the terms of the Rich Offer Letter, Mr. Rich is entitled to life insurance
with a value up to $1 million and disability insurance with a value up to 60% of
his annual base salary. The Company will match up to 50% of Mr. Rich’s maximum
allowed contribution under the US Internal Revenue Code in a Company sponsored
401(k) plan. Mr. Rich was also offered reimbursement of certain costs, including
brokerage fees and closing documentation associated with the sale of his house
in the US, up to a maximum value of $55,000. Upon termination of Mr. Rich’s
employment, he is entitled to reasonable relocation costs to his place of
residence in the US.




 









 







The Rich Offer Letter also states that Mr. Rich’s employment agreement shall
include a change of control clause such that in the event of a change of control
in the Company, Mr. Rich shall receive a payment equal to two times his annual
salary.



During his employment with the Company, the Company will reimburse Mr. Rich for
all Russian tax obligations to which he may be subject. Further, Mr. Rich will
retain the actual and economic benefit of the Foreign Earned Income Exclusion
(currently $80,000), and the Company will reimburse the difference representing
the amount of Russian tax that he will not be able to credit or deduct for US
tax purposes.



Oleg Malis



Mr. Malis is employed by the Company as Senior Vice President and Director of
Mergers and Acquisitions. Mr. Malis is paid an annual salary of $230,000 and
has an annual target bonus of $83,000.