MANAGEMENT AGREEMENT
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THIS AGREEMENT ("Agreement") is made and entered into this 25th day of
September, 1996 by and between XXXXX XXX ("Sim") and VOICENET, INC., a Delaware
corporation (the "Company").
W I T N E S S E T H :
WHEREAS, Sim desires to render management and related general and
administrative services to the Company of the nature hereinafter described; and
WHEREAS, the Company is willing to have Sim render such services, all upon
the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained, the parties hereto intending to be bound hereby, it is
mutually agreed as follows:
1. THE SERVICES.
(a) Sim hereby agrees to provide to the Company such management and
related general and administrative support services as the board of directors of
the Company or its stockholders may, from time to time, request (the
"Services"). Such Services shall include, without limitation:
(i) serviving upon, if elected by the shareholders of the
Company, and advising the board of directors of the Company in connection with
the management of the business of the Company, including the setting of
corporate policies, new product and new business development, financing,
acquisitions and divestitures of assets and related matters;
(ii) assistance with relations with banks, finance companies and
other lenders to the Company;
(iii) assistance with the retention and supervision of sales and
management employees and professionals rendering services, from time to time, to
the company, including attorneys and accountants;
(iv) assistance with the negotiation of and obtaining additional
or alternative debt and/or equity financings for the Company and its affiliates;
(v) assisting the management of the company in connection with
credit, collection and accounting functions.
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(b) In connection with the rendering of the Services, Sim shall make
available to the Company as Sim shall determine to be necessary and advisable
assist the Company.
2. COMPENSATION.
(a) In consideration for the Services, throughout the term of this
Agreement, the Company shall pay to Sim an annual management fee (the
"Management Fee") of Thirty Thousand ($30,000) Dollars per annum. Such
Management Fee shall be payable in equal quarter-annual installments of $7,500
each, commencing on the first month of the successful completion of a public
offering of securities by the Company.
(b) Such annual Management Fee may be increased by the board of
directors of the Company.
(c) Voicenet will reimburse Sim for any and all expenses incurred by
Sim, in good faith, in the performance of his duties hereunder and, Sim shall
account for such expenses to Voicenet, except that for each expenditure
exceeding $500, Sim shall obtain the prior approval of Voicenet, which approval
may be oral. Such reimbursement shall cumulate and be paid with the monthly
compensation due hereunder.
3. CARE AND CONFIDENTIALITY.
In the performance of his services, Sim shall be obligated to act only in
good faith, and shall only be obligated to meet the ordinary standards of care
of a management consultant advising a company; provided, however, that so long
as Sim is a member of the Board of Directors of the Company he shall exercise
the duties incumbent on a corporate director under Delaware law. Sim shall
devote such time and effort to the performance of his duties hereunder as Sim
shall determine is reasonably necessary for such performance. Sim may look to
such others for such factual information,business and investment
recommendations, economic advice and/or research, upon which to base his advice
to Voicenet hereunder, as he shall in good xxxxx xxxx appropriate. Voicenet
shall furnish to Sim all information relevant to Sim's performance of this
Agreement and his duties as a director of the Company, or particular projects as
to which Sim is acting as advisor, which will permit Sim to know all facts
material to the advice to be rendered, and all material or information
reasonably requested by Sim ("Evaluation Material"). In the event that Voicenet
fails or refuses to furnish Evaluation Material reasonably requested by Sim, and
thus prevents or impedes Sim's performance hereunder, any inability of Sim to
perform shall not be a breach of his obligations hereunder.
3. TERM. This Agreement shall become effective on the date of successful
completion of the public offering of the securities of the Company and shall
continue thereafter for three years, unless earlier terminated by mutual
agreement of Sim and the Company.
4. MISCELLANEOUS.
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(a) This Agreement shall be governed and construed pursuant to the
substantive laws of the State of New York.
(b) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors in interest and assigns,
including any successor to the assets, securities or business of a party hereto,
whether pursuant to a sale of securities, assets, merger, consolidation or like
combination.
(c) Any notices required to be given pursuant to this Agreement shall
be deemed to be given three (3) days after mailing by certified or registered
mail, return receipt .requested, or upon receipt when hand-delivered or
submitted by facsimile transmission as follows:
If to Sim:
If to the Company: Xxxxx 000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxx Xxxx
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
VOICENET., INC.
By:
______________________________________________
Xxxxx Xxxx, President & CEO
___________________________________________________
Xxxxx Xxx
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