EMPLOYEE BONUS SCHEME AGREEMENT

EMPLOYEE BONUS SCHEME AGREEMENT

This EMPLOYEE BONUS SCHEME AGREEMENT (“this Agreement”) is entered into between Timpson Application Development LLC of address [ENTER ADDRESS] (“Company”) and [NAME] of address [ADDRESS] (“Employee” or “you” or “your”) on [DATE].

WHEREAS  Company would like to invite Employee to participate in the building of Space Surfer (The Project).

WHEREAS, The bonus scheme is designed to aid in the retention of the Company’s most crucial employees in the building of The Project.

WHEREAS the Employee accepts such engagement under the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

1. GENERAL TERMS

1. The Employee’s Retention Bonus for The Project is based on the Employee’s elected pay percentage. The payment for this bonus is to be paid out Quarterly and will be paid out as long as The Project is generating Net Revenue.

1. The Company will keep 80% of the Net Revenue The Project generates. 20% will be awarded to the contributors through the Points Pool (see Payment Terms).

1.       The term of the Employee’s participation will be described in the terms of The Project. The Company encourage the Employee to carefully review The Project, a copy of which will be attached.

1. The Company will own all rights, property, ideas that are contributed to The Project.
   
   

• PAYMENT TERMS

• For the course of this project the Employee will elect a percentage of the Employee’s normal pay as to which the Employee wants to get paid for their work.

• The remaining percentage will be awarded to the Employee as Points. The Points will be added to a Points Pool dedicated to The Project.

• Retention Bonus will be paid the percentage of Net Revenue to all contributors in the Points Pool. The Employee’s amount will be determined by the Employee’s percentage of the Points Pool.

• Points do not expire, nor can they be transferred. The more hours the Employee contributes to The Project the more Points the Employee will contribute to the Points Pool.

Payment Example A

In this example, we will say you (Employee A) are being paid $50/hr and elected 50% to be contributed as Points to the Point Pool. You will receive $25/hr as your normal pay. You then worked on The Project for 100 hours. Your contribution to the Points Pool will be 5,000 points (50 points/hr * 100).
      Employee B is being paid $30/hr and elected 90% to be contributed as Points to the Point Pool. They will receive $3/hr in their normal pay. They then worked on The Project for 150 hours. Their contribution to the Points Pool will be 4,050 points (27 points/hr * 150).

Let’s say The Project generated $15,000 of revenue in 1 Quarter. The upkeep cost of The Project, outside of payroll, is $5,000. Net Revenue will be $10,000 and $8,000 (80%) The Company will keep and $2,000 (20%) will be paid to all contributors of the Points Pool. Your Retention Bonus for the quarter will be your Points divided by the Pool size multiplied by the Pool pay amount,  $1,104.97 ((5000/9050)*$2000).

In the case of salary employees, the Company will calculate their hourly rate and apply the same method above.

• NON TRANSFERABILITY

• As set forth in The Project, none of the Employee’s rights or obligations under The Project and this Bonus Scheme may be assigned or transferred by the Employee other than rights to payments or benefits under The Project, which may be transferred only by will or the laws of descent and distribution.

• In the event of the Employee’s death or a judicial determination of the Employee’s incompetence, reference in The Project and this Bonus Scheme to the Employee shall be deemed, where appropriate, to refer to the Employee’s estate or other legal representative(s).

• TERMINATION OF EMPLOYMENT

•  If the Employee’s employment with the Company is terminated at any point, the Employee’s right to receive such Bonus payments shall be determined as follows:

1. If the Employee’s employment with the Company terminates for any reason The Company determines what happens with the Employee’s points in The Project’s points pool, to the extent of erasing them;

• Notwithstanding clause (A) above, if the Employee’s employment is terminated by the Company without Cause, or by the Employee with Good Reason, the Employee’s points in The Project’s points pool will remain and the Employee will receive 50% payout for the Bonus payments; In the event the Employee is re-hired the Bonus payments will return to 100% payout.

• MISCELLANEOUS PROVISIONS

•  Successors and Assigns. Subject to the limitations set forth in this Bonus Scheme, the benefits and obligations of this letter agreement will be binding on the executors, administrators, heirs, legal representatives, successors, and assigns of the parties.

•   Governing Law. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona excluding those laws that direct the application of the laws of another jurisdiction.

•  Confidentiality. The terms, conditions, and schedules of this Agreement shall remain confidential between Company and the Employee, and either party shall not provide a copy of the Agreement, or disclose the terms thereof, to any third party without the prior written consent of the other party.

•  Intellectual Property. TheCompany shall retain sole ownership of all the intellectual properties, know-how, or other proprietary rights in the Company’s content and business. No right or interest is granted or shall be deemed to be granted by Company to the Employee.

•  Indemnification. The Employee shall promptly on demand indemnify, defend, and hold harmless the Company for and against all claims, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred from any breach by the Employee of any of the provisions of this Agreement, or breach of any laws, or negligence, fraud, or willful misconduct of the Employee.

•  Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid, and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement.

•  Entire Agreement. This Agreement constitutes the final and entire Agreement between Company and the Employee on the subject matter herein. It supersedes all prior and contemporary agreements, oral or written.

•  Amendment. Any time during the building of The Project The Company shall have the right to amend this Bonus Scheme in any manner not materially adverse to the Employee’s rights under The Project. The Bonus Scheme may only be amended with the Employee’s consent.

•  Withholding. The Company may withhold and deduct from any payment under The Project and this Bonus Scheme all legally required amounts necessary to satisfy any and all federal, state, local and foreign withholding and employment-related tax requirements.

•   Disclaimer. This is not an employment contract. This Bonus Scheme is not to be interpreted as a guarantee or contract of continuing employment.

•   For The Project you elect your pay to be _________% of your normal pay.

The Company values your efforts and look forward to your continued contribution.

In Witness of whom, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below: