EXHIBIT 10.3
April 17, 2001
Mr. Robert S. Vail
Small Town Radio, Inc.
12600 Deerfield Parkway, Suite 100
Alpharetta, GA 30004
Re: Search Agreement/Level II
with Small Town Radio ("Client") for President/GM(position)
Dear Robin:
Thank you for choosing Igk Media Staffing Network, Inc. ("Igk MSN") for your
executive placement needs. The following will set forth our agreement and
understanding with respect to the placement of full time Igk MSN Level II
employee (the "Candidate"). Any pre-agreed upon changes will be reflected in the
attached Schedule "A".
1. Igk MSN agrees to provide Client with qualified
candidates for placement with Client Services to include
screening, qualifying and reference checks. For additional
fees, Igk MSN will do required testing, training, profiling
and background checks as the law allows.
2. In consideration of such services by Igk MSN, Client
shall pay Igk MSN a placement fee equal to 33% of any referred
Candidate's first year's estimated gross compensation payable
as follows: The placement fee for a Igk MSN Level II Candidate
will be payable by Client should Client or any affiliate of
the Client employ, or otherwise engage a referred Candidate on
a temporary, permanent or contract basis, for any position,
directly, or indirectly, within one (1) year after Igk MSN's
last communication to Client regarding such Candidate.
2A) A non-refundable retainer fee of 1/3 of the
expected fee will be due upon contract signing.
Search will not begin until retainer is received by
Igk MSN. The remaining 2/3 will be due upon first day
that new hire begins.
2B) Client agrees not to refer or otherwise identify
any Candidate to any other entity, which might hire
the Candidate. In such event, the Client will be
responsible for the payment to Igk MSN of a placement
fee.
2C) Any applicable candidate previously interviewed
personally by Client in the 12 preceding months will
not be considered as a Candidate. Any applicant in
Client's files that has not been interviewed by
client in the preceding 12 months will be considered
a Candidate and be subject to compensation.
3. For purposes of this Agreement, gross compensation of
the Candidate for which Igk MSN shall be entitled to a fee
shall include: earnings, salary, commissions, guarantees,
draws and bonuses. Gras compensation shall not include
business expenses, car/entertaining allowances, and any profit
sharing, pension and health benefits. Igk MSN shall have the
right to inspect all books and records of the client relating
to the terms and conditions of employment of the Candidate.
Igk MSN will use its best efforts to estimate the expected 12
month gross compensation for the Candidate in order to compute
its placement fee.
4. Igk MSN will replace, at no additional charge, any
Candidate who leaves Clients employ or is discharged by Client
within 30 days from the date of placement. In order for
replacement to occur, Client must contact Igk MSN within five
(5) working days from the date of Candidate's termination, and
Client must have paid in full all outstanding invoices to Igk
MSN including the placement fee for the Candidate. Failure of
Client to pay placement fee in full prior to the Candidate's
termination date will nullify and void any replacement or
guarantee period.
5. The placement fee shall be payable in full on the
first day of full time hire of the Candidate. Any amount not
paid within fourteen (14) days will be subject to a late
charge at a rate of 1.5% per month. Igk MSN shall be entitled
to all costs incurred in collecting the placement fee from
Client including reasonable attorney's fees and court costs.
Failure of Client to pay placement fee in full within fourteen
(14) days will nullify and void any replacement or guarantee
period.
6. All candidates will be contacted and screened by Igk
MSN prior to submission for Client consideration. Both parties
agree that the submission of Candidates by Igk MSN and their
review by Client will be conducted confidentially and will not
disclosed to third parties without the written consent of the
other party.
7. Once the client hires a candidate, it is clients'
responsibility to follow up on internal paperwork, which will
include company application, I-9, tax forms, etc. Igk MSN will
not be held responsible for any actions resulting from the
failure of client to do so.
8. Above rates are held for one (1) year from date of agreement.
Either party may cancel agreement with 30 days written notice.
If the foregoing terms and conditions are satisfactory, please sign and return a
copy of this letter whereupon it will became a binding agreement enforceable in
accordance with its terms. Acceptance of candidates for interviewing will serve
as acceptance of contract terms.
We look forward to a long and mutually beneficial relationship with you and hope
we can address all of your temporary and regular employee reeds.
Very truly yours,
Lgk MEDIA STAFFING NETWORK, INC.
By: /s/
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Accepted and agreed as of April 19, 2001
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By: /s/ Robert S. Vail
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Authorized Agent
SCHEDULE A
Position Master Agreement for
Executive Search Services
between Igk Media Staffing Network, Inc.
and
Small Town Radio Inc.
1. Type/Classification of Igk MEDIA STAFFING NETWORK Personnel:
President/GM, Chief Engineer, Field Sales Manager, Chief Programmer
2. Total number of Personnel Requested: 4
3. Start Date Requested for New Hire: TBD
4. Market: Atlanta
5. Rate Structure:
Base salary: TBD
Total Projected annual income: TBD
Fee (%): 25% for placements 1 & 2
23% for each placement thereafter
Guarantee: 90 days
6. Other/Misc. $10,000 retainer towards the first placement. Each
placement thereafter will be on contingency. Any additional
expenses such as advertising or travel will be billed
separately. Additional expenses will only be valid with
advance client approval.
In exchange for a reduction in fees, this is an exclusive
arrangement. All potential candidates will be presented via
MSN. Exclusivity can be withdrawn with 14 days written notice
by client. If exclusivity is withdrawn, MSN fees will revert
to 33% for any date hired through MSN.
By: /s/
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Igk Media Staffing Network
Accepted and agreed as of April 19, 2001.
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Small Town Radio, Inc.
By: /s/ Robert S. Vail
-----------------------------------------
Authorized Agent
Above rates are valid for 1 year from date of agreement