**Why does K5M Need a PM?** This is our third week of creating a Tasks & Opportunities™ list and we’ve found it keeps us focused. Ideally this list will be jointly developed with the K5M PM and we can add objective measurements as well (RescueTime stats, email stats, miles walked, etc.). The PM will collect the previous week’s accomplishments from the Tasks & Opportunities™ list, any objective measurements, and add a short report on the week and the overall status of the larger quarterly goals. Additionally the PM would be looking for ways to involve the collective intelligence and skills of the shareholder community into various projects. And finally, the PM would be able to take on whole projects and tasks with little K5M oversight, allowing for a multiplication of effort.

And if you haven't joined the KmikeyM Slack channel please contact KmikeyM@KmikeyM.com and we'll get you added to the ongoing conversation.

A number of questions and concerns: * What is "direct shareholder communication"? * How will Oskar be evaluated? How do we know if he has accomplished his goal of "accelerat[ing] project development? What milestones will be set? How will this information be reported to shareholders? * How will the value of shares be determined for payment to Oskar? Will it be based on an average price? A price at a certain pre-determined time? This needs to be defined. Will these payments be announced? (I suggest a twitter post for each.) * How will Oskar "hold management accountable"? I'm very interested in this part. Obviously, management holds authority over Oskar, but if he can directly appeal and report to shareholders, he may have a lever of power there. * What is the estimate of total shares that will be disbursed to Oskar over 2015? * What are the US and state tax implications of this arrangement, if any? Your prompt reply is appreciated.

Excellent questions! **What is "direct shareholder communication"?** Oskar will be given access to the social media accounts and mailing lists of KmikeyM as well as be able to respond directly to shareholders with his oskar@KmikeyM.com email address. **How will Oskar be evaluated? How do we know if he has accomplished his goal of "accelerat[ing] project development? What milestones will be set? How will this information be reported to shareholders?** Oskar's evaluation will be based on a shareholder vote giving a sense of his "approval rating" as he conducts his duties. Should he fall below 50% for more than two evaluations the project will be terminated. Milestones for Oskar will be largely based on the project goals created for 2015. His role as project manager means the output of KmikeyM will be considered in his evaluation. We'll run an evaluation every two months. **How will the value of shares be determined for payment to Oskar? Will it be based on an average price? A price at a certain pre-determined time? This needs to be defined. Will these payments be announced? (I suggest a twitter post for each.)** Oskar will track his hours, which will be converted to a dollar sum based on a rate of $10/hr. An average share price will be calculated based on the trading of the last 20 shares and he'll receive that amount of shares. (This is how we've been paying out based on the dev pool shares as well. Should volume of trades increase we may increase the calculation to include the last 50 shares.) **How will Oskar "hold management accountable"? I'm very interested in this part. Obviously, management holds authority over Oskar, but if he can directly appeal and report to shareholders, he may have a lever of power there.** At the start of each week management will make certain promises and estimates on what we're planning to accomplish with Oskar. During the week he'll conduct some work himself as well as remind management of what was promised. At the end of the week he'll report to the shareholders on what was done and what was not done. Essentially Oskar will tell you when I am lazy. **What is the estimate of total shares that will be disbursed to Oskar over 2015?** All depends on the share price of course. We estimate Oskar will put in about 7 hours a week on average. That is based on our relationship working with him as an independent contractor. **What are the US and state tax implications of this arrangement, if any?** There are none. Shares aren't real, they are just part of the KmikeyM model for a crowd-based decision-making engine. Should he choose to sell his shares to someone then he'd obviously have to claim that as income.

With regard to the value of shares Oskar gets, your response is not entirely clear. Two points: First, is the average share price based on the last 20 trades, or the value of the last 20 shares traded? Second, and more importantly, "the last 20" from what point? I guess all I need is a precise payment schedule here. If he's to be paid weekly, then I want you to say something like, "the last 20 [whatevers] as of 5 pm Pacific on Friday." This is to prevent "gaming the system" by manipulating the time that he's paid. Can you please make an estimate of total shares that will be disbursed to Oskar over 2015? Estimate an average share price and go with that.

We'll issue shares on the last day of the month with shares calculated at the average of the last 20 trades at the time we issue them. As far as how many will be issued there are two variables: how many hours worked and what the average share price is. On the low end (five hours a week, $10 average price) we estimate 20 shares a month. On the high end (ten hours a week, $5 average price) e estimate 80 shares a month. So that is between 240 and 960 shares over the course of one year.

Thanks for the response. It seems he will become a major shareholder over the course of a year under this proposal. One more thought: What happens if this proposal is defeated? Do you continue to use Oskar on a more limited basis, paying him out of your own pocket?

If this proposal is defeated Oskar may continue to assist on a per assignment basis, but without the ability to compensate him in shares and with no ongoing requirements for his performance.

A year is a long time. I feel that this should be a more limited engagement.

I'm sorry to focus on the superficial, but I feel like both Oskar and Jackson Gariety could be played by Joseph Gordon-Levitt or Paul Iacono (with different hair) in your movie.

As an accountant, that specializes in tax, your answer to the US and state implications is incorrect. Any goods or services received for services is subject to income tax. As there is a vote on whether or not to hire Oskar this would move him from 1099-MISC (independent contractor) status to a W-2 employee. This means FICA tax (7.65% for the market value of shares received) would need to be paid and filed with Form 941. The state filing would be similar. Oskar should pay his own FICA tax percentage, KmikeyM could pay it for him but that amount would also need to be included in income. In an assumed $5 per share value and 5 hours per week, it would equate to around a $200 per year cost for both Oskar and KmikeyM.