EXHIBIT 10.1
MANAGEMENT AGREEMENT
This Management Agreement (the "Agreement") is made and entered into
this 10th day of July, 2000 (the "Effective Date"), by and between Avatar
Systems, Inc., a Texas corporation ("Employer") and Xxxxxx Xxxxxxx Xxxxxx, Xx.
("Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Employee is experienced and qualified to perform duties
connected and associated with the business of Employer;
WHEREAS, Employer wishes to employ Employee, and Employee wishes to be
employed by Employer, upon the terms and subject to the conditions hereinafter
set forth;
WHEREAS, as a condition of Employee's employment, Employer desires to
receive from Employee certain covenants and agreements; and
WHEREAS, Employer and Employee desire to set forth in writing the terms
and conditions of their agreements and undertakings with respect to these
covenants, as this Agreement is a condition of Employee's employment and
ancillary thereto, but does not purport to set forth all the terms of such
employment.
NOW, THEREFORE, IN CONSIDERATION of the herein recited undertakings,
the compensation to be paid by Employer to Employee and the other covenants,
agreements and consideration contained herein, the receipt and sufficiency of
which are hereby acknowledged and confessed, the parties hereto agree as
follows:
1. Employment. Employer hereby employs Employee as an employee of
Employer upon the terms and subject to the conditions hereinafter set forth.
2. Term of Employment. Employee's term of employment under this
Agreement shall begin on the effective date of this Agreement as hereinafter
provided and shall, subject to early termination as hereinafter set forth in
this Agreement, continue until and terminate on the third (3rd) anniversary date
of the Effective Date of this Agreement (the "Initial Term"); provided, however,
that the term of employment of Employee under this Agreement shall be
automatically extended for an additional period of one year after the expiration
of the Initial Term, unless at least thirty (30) days prior to such date either
Employer or Employee shall give written notice to the other that Employee's term
of employment under this Agreement shall end upon the expiration of the Initial
Term. If Employee's term of employment is automatically extended at the
expiration of the Initial Term, it shall be further automatically extended from
year to year thereafter unless at least thirty (30) days prior to the
anniversary date of any such extension, written notice is given by either
Employer or Employee to the other that Employee's term of employment under this
Agreement shall end on such anniversary.
3. Employee Warranties. Employee represents and warrants to
Employer that Employee (a) has the legal power and right to enter into this
Agreement, and that upon execution and delivery of this Agreement by Employee to
Employer, this Agreement will constitute the legal, valid, and binding
obligation of Employee, fully enforceable in accordance with its terms and
provisions; (b) is free to enter into the terms of this Agreement and he has no
obligations inconsistent herewith; and (c) agrees to devote his best efforts to
Employer's business interests to the exclusion of any affiliation in competition
with Employer or that might otherwise utilize Employer's know-how or other
confidential information.
MANAGEMENT AGREEMENT - Page 1
4. Duties of Employee. For the term provided in Paragraph 2 of
this Agreement (subject to earlier termination as hereinafter provided),
Employee shall be employed as President and Chief Executive Officer of Employer,
and subject to applicable shareholder approval, as a director of Employer.
Employee shall have such other duties and responsibilities as may from time to
time be assigned to Employee by the Board of Directors of Employer.
Employee shall report to the Board of Directors of Employer. Without
limiting the generality of the foregoing, Employee shall have the following
reporting obligations to the Board of Directors of Employer: (a) monthly
operating financial statements and (b) quarterly presentations at mutually
agreed upon dates and times regarding Employer's operations. In addition,
without limiting the generality of the foregoing, Employee shall submit the
following to the Board of Directors of Employer for approval: (a) an annual
budget; and (b) any proposals regarding capital expenditures exceeding an
aggregate of $100,000, provided that such expenditures shall not include those
incurred in the ordinary course of business.
5. Place of Employment. The duties to be performed by Employee
shall be performed at the offices of Employer, located in Dallas, Texas (the
"Company Headquarters"), as well as at such other temporary locations as the
Board of Directors of Employer may from time to time determine or require for
the performance of his duties as an employee of Employer. Employee shall not be
required to make a permanent relocation as a condition of continued employment
with Employer.
6. Time Requirements. Employee shall devote substantially all of
his productive time, ability and attention to the business of Employer during
the term of this Agreement. Employee shall not, directly or indirectly, without
the prior consent of Employer, render any services of a business, commercial or
professional nature to any other organization or legal entity, whether for
compensation or otherwise, during the term of this Agreement as provided in
Paragraph 2 hereof, except to the extent such services do not materially
interfere with the duties of Employee pursuant to this Agreement.
7. Conduct Requirements. Employee shall, at all times during the
term of this Agreement, conduct himself in such a manner as to reflect credit to
Employer and shall not do or perform any acts in his capacity as an employee of
Employer and/or in his personal and/or social life and/or in his financial
affairs which are or may be considered improper, immoral, illegal, dishonest,
indiscreet and/or may cause Employee and/or Employer to suffer loss of
reputation and/or cause Employee and/or Employer embarrassment.
8. Compensation; Benefits. Effective as of the Effective Date of
this Agreement, Employer shall pay or provide to Employee during the Initial
Term of this Agreement and any extension hereof (unless this Agreement is
earlier terminated as hereinafter provided in Paragraph 10 hereof) the following
compensation and benefits set forth in subparagraphs (a) through (c)
(collectively the "Benefits"), subject to deductions, offsets and credits as
elsewhere set forth in this Paragraph 8:
MANAGEMENT AGREEMENT - Page 2
(a) Compensation.
(i) Salary. Employee shall receive an annual salary
of $125,000 ("Base Salary"), subject to mandatory deductions
and withholdings as required by law, payable in accordance
with Employer's established payroll procedures, subject to
proration for any partial employment period. Employee's Base
Salary may be increased at any time at the sole discretion of
the Board of Directors of Employer.
(ii) Warrant. Upon signing this Agreement, Employee
will be issued a five-year warrant to purchase 1.6 million
shares of Employer's common stock at an exercise price of
$1.00 per share in substantially the same form as the Form of
Warrant attached hereto as Exhibit "A" (the "Xxxxxx Warrant").
(iii) Bonus. Employee may be eligible to receive an
annual bonus based on Employer's annual performance, which
bonus may be in the form of (a) options to purchase shares of
the Company's common stock annually under terms as determined
by the Board of Directors of Employer, and (b) cash in an
amount not to exceed 15% of Employee's base salary as set
forth in Section (a)(i) of this Paragraph, subject to
mandatory deductions and withholdings as required by law. Such
bonus, if any, shall be payable at such time as the Board of
Directors of Employee, in its sole discretion, shall
determine. Any options or warrants granted to the Employee by
the Board of Directors of Employer shall be under such terms
and conditions as solely determined by Employer's Board of
Directors.
(b) Employee Benefits.
(i) Medical Benefits. Employer agrees to include
Employee, his spouse and his dependents, if applicable, with
no delay in coverage, in any hospital, surgical, medical,
disability and dental plan or plans of Employer for its
employees generally from time to time during the term of this
Agreement, provided Employee, his spouse and his dependents
are eligible, in accordance with the terms and conditions of
such plan or plans, to be covered by such plan or plans.
Employer shall be entitled to effect a one-time adjustment to
the salary of Employee to reflect the premium costs of
inclusion of the spouse and dependents of Employee in such
plans.
(ii) Other Benefit Plans. Employee may be eligible to
be included in any profit sharing, pension, deferred
compensation or other benefit plans of Employer, including
group term life insurance, for all or any portion of its
employees, including its key employees, from time to time
during the term of this Agreement. The costs of participating
in any of such benefit plans shall be borne as provided in
rules and regulations adopted by Employer, if applicable, from
time to time dealing with any of such plans. It is agreed and
understood that there shall be no obligation on the part of
Employer to provide for the participation of Employee in, or
to institute, any such plan or plans or to make any
contribution or contributions thereunder, except that Employer
shall maintain a life insurance policy on Employee in the
amount of $50,000 with a beneficiary to be designated by
Employee.
MANAGEMENT AGREEMENT - Page 3
(iii) Vacation, Personal Days and Holidays. Employee
shall be entitled to paid vacation and personal days as
follows: Employee shall be entitled to three (3) weeks
vacation and seven (7) personal days, which vacation shall be
taken by Employee at reasonable times and on or before each
anniversary of the Effective Date of this Agreement. On each
anniversary of the Effective Date, Employee shall have the
right to elect to be paid for any unused vacation day (but not
personal days) at the then current salary of Employee. Unused
vacation and personal days may be carried over if not taken
prior to December 1. In addition, Employee shall be entitled
to such holidays as Employer elects to provide for its
employees generally.
(c) Other Benefits. Employee may be eligible to participate in
any stock option plan, incentive compensation plan or bonus plan which
may be provided by Employer or by any affiliate of Employer to its key
employees, the actual participants therein, including Employee, and
benefits granted thereunder, if any, to be at the sole discretion of
Employer or its affiliates. Such plans are subject to any rights
reserved by Employer or its affiliates to modify or terminate any such
plans.
9. Business Expenses; Reimbursement. Employee shall be entitled
to receive reimbursement for, or payment directly by Employer of, all reasonable
expenses incurred by Employee in the performance of his duties under this
Agreement, provided that (i) Employee accounts therefor in writing pursuant to
Section 274 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii)
such expenses are ordinary and necessary business expenses of Employer within
the meaning of Section 162 of the Code, and (iii) Employer approves such
expenses in advance prior to being incurred by Employee if such expenses should
exceed $10,000. Employee shall also be issued a Company credit card of Employer.
10. Termination. This Agreement shall terminate earlier than
provided in Paragraph 2 hereof upon the first to occur of any of the following:
(a) Death or Disability. In the event Employee shall die or
become disabled during the term of this Agreement, then and in such
event, this Agreement shall automatically terminate as of such date.
Employer shall pay to Employee or Employee's legal representatives all
Benefits as described in Section 8 of this Agreement, if any, then due
and owing to Employee figured pro rata up to and including the date of
death or disability.
MANAGEMENT AGREEMENT - Page 4
As used in this Agreement, the term "disability" shall have
the meaning given such term in any disability insurance policy or
policies covering Employee if any such policy or policies is in force
at the time a determination of disability is to be made. If no such
policy is in force at such time, the term "disability" or "disabled"
shall mean the physical or mental incapacity of Employee which has
prevented or will prevent such Employee from substantially performing
the usual duties of his employment with Employer for a substantially
continuous period of at least one-hundred twenty (120) days. If there
is any dispute as to whether Employee is disabled (whether or not any
disability policy is in force), Employee and Employer shall each select
a medical doctor duly licensed in the state of Employee's permanent
residence within 15 days of the date the issue of disability first
arises. The two doctors so selected shall then within 15 days
thereafter mutually agree on a third medical doctor duly licensed in
such state. The three doctors so selected shall then within 30 days
following the selection of a third medical doctor make a determination
as to whether Employee is disabled. The decision of the three medical
doctors so selected shall be conclusive on all parties concerned. The
cost and expense of the three medical doctors so selected shall be
borne by Employer.
(b) Termination for Cause. This Agreement may be terminated,
and Employee discharged, prior-to the expiration of the Initial Term
for the reasons set forth below. Employer may at its option terminate
this Agreement by giving written notice of termination to Employee
without prejudice to any other remedy to which Employer may be
entitled, either at law, in equity, or under this Agreement:
(i) upon the filing of a petition in a court of
bankruptcy by Employer.
This Agreement shall also terminate immediately on the
occurrence of any one of the following events:
(ii) Employee breaches or neglects the duties or other terms
of this Agreement (including making any representation in this
Agreement that turns out to be-false);
(iii) Employee fails to follow any requirement, order or
mandate of the Board of Directors of Employer;
(iv) Employee commits any dishonest act towards Employer;
(v) Employee engages in any activity involving fraud,
dishonesty, moral turpitude, addiction or dereliction of duty; or
(vi) subject to the provisions of Paragraph 10(a) above, an
incapacity for any reason on the part of Employee to perform his duties
for a continuous period of one hundred twenty (120) days, unless waived
by Employer.
MANAGEMENT AGREEMENT - Page 5
In the event of termination of this Agreement prior to the
completion of the Initial Term of employment specified in it, for any
reasons set forth above, Employee shall be entitled to the Benefits as
described in Section 8 of this Agreement, including salary, earned
prior to the date of termination, computed pro rata up to and including
the date of termination. Employee shall be entitled to no further
Benefits or compensation and will be relieved of all duties and
obligations under this Agreement as of the date of termination.
Notwithstanding anything provided herein, Employee understands and
agrees that Employee's obligations and agreements set forth in Sections
12 and 13 shall survive the terminations of this Agreement.
(c) Termination Without Cause. This Agreement and Employee's
employment by Employer may be terminated by Employer without cause;
provided, however, Employer shall pay Employee an amount equal to the
remaining Base Salary due under the terms of this Agreement plus any
other accrued but unpaid Benefits as described in Section 8 of this
Agreement. Payment of the remaining Base Salary shall be made in equal
monthly payments for the remaining term of this Agreement or in a lump
sum amount at the discretion of Employer. Notwithstanding the
foregoing, Employer shall have no obligation to pay the remaining Base
Salary or accrued Benefits if Employee violates, breaches or otherwise
fails to comply with each and every of the terms and provisions of the
Non-Compete Agreement as set forth in Section 12 hereof. Employee shall
have no obligation to comply with the terms and conditions of the
Non-Compete Agreement herein, unless Employer shall agree to pay
Employee the Base Salary and Benefits due Employee under this Section
10(c).
(d) Early Termination by Employee. If Employee resigns or
otherwise terminates his employment with Employer prior to the
expiration of the term provided in Paragraph 2 hereof, Employee shall
forfeit and shall not be entitled to receive any Benefits (other than
any rights under the Xxxxxx Warrant pursuant to the terms thereof) from
Employer whatsoever except any salary and bonus actually earned by him
prior to the date of termination as provided for in this Agreement. Any
termination pursuant to this Paragraph 10(d) shall not limit any right
or remedy that Employer may have against Employee.
11. Status of Agreement. The Benefits or payments made under this
Agreement shall be independent of and in addition to those under any other
agreement which may be in effect between the parties hereto or any other
compensation payable to Employee or his designees or estate by Employer and
unless specifically referred to herein or unless otherwise provided by agreement
or law, nothing contained herein shall be deemed to exclude Employee from any
pension, profit-sharing, insurance or other benefits to which he may otherwise
be or might become entitled as an employee of Employer.
MANAGEMENT AGREEMENT - Page 6
12. Non-Compete Agreement.
(a) Employee acknowledges that the services rendered to
Employer by Employee have been and will continue to be of a special
character which have a unique value to Employer and Employee has had or
will have access to trade secrets and confidential information
belonging to Employer, the loss of which cannot adequately be
compensated by damages in an action of law. Employee acknowledges that
Employer's customers and the suppliers are not generally known, and
that the documents and information regarding Employer's customers,
suppliers, services, methods of operation, sales, pricing, and costs
are highly confidential and constitute trade secrets.
In consideration of the disclosure of such trade secrets to
Employee, Employee agrees that, during the term of Employee's
employment with Employer and (a) for a period of two years following
the termination of Employee's employment with Employer if Employee
voluntarily terminates his employment or is terminated for cause under
Section 10(b)(ii)-(vi) herein or (b) for a period of one year following
the termination of Employee's employment with Employer if Employee is
terminated without cause, Employee:
(i) will not, directly or indirectly, own, manage,
operate, control, be employed by, perform services for, be
connected with ownership, management, operation, or control of
any business in the oil and gas software industry in any city
within the United States where the Company conducts any
business operations or within a thirty-five mile radius of any
such city;
(ii) will not, either on his own account or for any
person, firm, partnership, corporation or other entity,
solicit, interfere with, or endeavor to cause any employee of
Employer to leave his or her employment, or induce or attempt
to induce any such employee to breach his or her employment
agreement with Employer;
(iii) shall not solicit, induce or attempt to induce
any past or current customer of Employer to cease doing
business in whole or in part with or through Employer, or to
do business with any other person, firm, partnership,
corporation or other entity.
Notwithstanding the foregoing, Employee may, as a passive
investor, without violating the provisions hereof, own not more than 5%
of the issued and outstanding stock of a publicly-held company which is
engaged in the business of Employer. Additionally, the non-compete
restriction set forth in Section 12(a)(i) above shall not apply if
Employee is terminated under Section 10(b)(iv) herein.
13. Confidential Information.
(a) Employee recognizes that Employer's business interests
require a confidential relationship between Employer and Employee and
the fullest practical protection and confidential treatment of
Employer's financial data, writings, computer software, sources of
supply, know-how, plans and programs, and other knowledge of Employer's
business, including but not limited to the identity of its customers
and suppliers, its arrangements with such suppliers and customers and
technical data relating to its business, products, and services (all of
which is collectively referred to as the "Confidential Information"),
which may in whole or in part be conceived or learned of by Employee in
the course of Employee's employment with Employer.
MANAGEMENT AGREEMENT - Page 7
(b) Employee agrees to keep secret and to keep confidential
all of Employer's Confidential Information, whether or not
copyrightable or patentable, both during and after the termination of
Employee's employment with Employer. Employee further covenants and
agrees not to use or aid others in learning of or using any of
Employer's Confidential Information except in the faithful performance
of Employee's duties for Employer. In this regard, during the term
hereof and for three (3) years following the termination of this
Agreement for any reason, Employee covenants and agrees that, except
insofar as authorized by Employer as a necessary disclosure to persons
having a need to know consistent with the working relationship within
Employer and with Employer's customers:
(i) Employee will not directly or indirectly disclose
Confidential Information to others either within or outside of
Employer;
(ii) Employee will not use Confidential Information
for his own account and will not aid or abet others in use of
it for either their account or his account or benefit;
(iii) Employee will not make or disclose documents or
copies of documents containing disclosures of Confidential
Information; and
(iv) As to documents which are delivered to Employee
or which are made as a necessary part of the working
relationships and duties within Employer and with Employer's
customers and suppliers, Employee will treat them
confidentially and will xxxx them as proprietary confidential
documents not to be reproduced or used without appropriate
authority of Employer.
(c) In the event of a breach or threatened breach by Employee
of the provisions of this Paragraph 13, Employer shall, in addition to
any other available remedies, be entitled to an injunction restraining
Employee from disclosing, in whole or in part, any such information or
from rendering any services to any person to whom any such information
may have been disclosed or is threatened to be disclosed.
(d) The covenants and agreements of Employee set forth in this
Paragraph 13 are in addition to, and not in lieu of, similar provisions
contained in Paragraph 12 hereof.
14. Continuing Effect. The provisions of Paragraphs 12 and 13 of
this Agreement shall continue to be binding upon Employee in accordance with the
terms therein contained, notwithstanding termination of Employee's employment
hereunder for any reason whatsoever.
MANAGEMENT AGREEMENT - Page 8
15. Corporate Opportunities and Property Rights of Parties.
Employee agrees that he will promptly and fully inform and disclose to Employer
all business opportunities to which Employee becomes aware related to any
business venture being undertaken by Employer, a subsidiary of Employer or any
entity affiliated with Employer, during the term of this Agreement and any
renewals of this Agreement, whether conceived by Employee alone or with others
and whether or not conceived during regular working hours. All such
opportunities, inventions, designs, improvements and discovery shall be the
exclusive property of Employer.
16. Inventions, Discoveries and Improvements.
(a) Employee shall disclose promptly to Employer or its
nominee any and all inventions, software technology, discoveries and
improvements to any existing software technology of Employer conceived
or made by Employee during the period of his employment and related to
the business or activities of Employer and agrees to assign all of his
interest therein to Employer or its nominee, whenever requested to do
so by Employer and shall execute any and all applications, assignments
or other instruments which Employer shall deem necessary to apply for
and obtain Letters Patent of the United States or any foreign country
or to protect otherwise Employer's interest therein. These obligations
shall continue beyond the termination of employment with respect to
said inventions, discoveries and improvements conceived or made by
Employee during the period of employment and shall be binding upon
Employee's assigns, executors, administrators and other legal
representatives.
(b) Upon termination of said employment, Employee shall
disclose promptly to Employer or its nominee any and all inventions,
software technology, discoveries and improvements to existing software
technology of Employer conceived or made by Employee during the period
of his employment and shall promptly deliver to Employer all drawings,
blueprints, manuals, letters, notes, notebooks, reports, and all other
materials of a secret or confidential nature relating to Employer's
business and which are in the possession or under the control of
Employee.
(c) Employee shall give prompt written notice to Employer of
any and all: (a) patent applications or provisional applications filed
by Employee that are based upon any and all inventions, software
technology, discoveries and improvements to any existing software
technology of Employer that were conceived by Employee at any time
before the expiration of a two (2) year period following termination of
employment (the "New Inventions"), and (b) New Inventions made by him.
Employee agrees to license Employer, at Employer's sole option, any and
all New Inventions. As to any New Invention, the license shall be "sole
and exclusive" and shall be free of charge for a period of one year
from the filing date of the patent application; provided however, that
should Employee fail to file an application for patent, then the
royalty free period shall be perpetual. Employer shall have the
exclusive option, exercisable upon written notice to Employee at any
time during a period of thirty (30) days from the date of receipt of
Employee's notice of filing a patent application, to negotiate a
license, for a period of time beyond the royalty free period, to the
patent application and any subsequently issued patent. Such license
shall be at such prices and on such terms as are at least as favorable
as the Employee would receive in an arms-length transaction with a
third party. If Employer fails to exercise its license option, then
Employee shall be free to license third parties.
MANAGEMENT AGREEMENT - Page 9
17. Miscellaneous Provisions.
(a) Notice. All notices, demands, changes of address, requests
or other communications that may be or are required to be given, served
or sent by any party to any other party pursuant to this Agreement
shall be in writing and shall be mailed by first-class, registered or
certified mail, return receipt requested, postage prepaid, or
transmitted by hand delivery or telegram, or by overnight courier.
(b) Governing Law. This Agreement shall be subject to,
governed by and construed in accordance with federal law and the
internal substantive laws, not the law of conflicts, of the State of
Texas.
(c) Captions. The captions used herein are for administrative
and convenience purpose only and shall not be construed in interpreting
this Agreement.
(d) Gender. Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include
the plural, and conversely.
(e) Legal Construction. If any portion of this Agreement shall
be held invalid or inoperative, then so far as reasonable and possible
(i) the remainder of this Agreement shall be considered valid and
operative, and (ii) effect shall be given to the intent manifested by
the portion held invalid or inoperative and that portion shall be
modified to the extent necessary to render it enforceable.
(f) Amendments. This Agreement may be amended from time to
time by an instrument in writing signed by all those who are parties to
this Agreement at the time of such amendment, such instrument being
designated on its face as an "Amendment" to this Agreement.
(g) Waiver. The failure of any party to insist in one or more
instances upon the performance of any of the terms or conditions of
this Agreement shall not be construed as a waiver or relinquishment of
any right granted hereunder or of the future performance of any such
term or condition, but the obligations of any party with respect
thereto shall continue in full force and effect.
(h) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
(i) Remedies. Each party hereto acknowledges that a remedy at
law for any breach or attempted breach of this Agreement will be
inadequate, agrees that each other party hereto shall be entitled to
specific performance and injunctive and other equitable relief in case
of any such breach or attempted breach and further agrees to waive any
requirement for securing or posting of any bond in connection with the
obtaining of any such injunctive or other equitable relief. Such remedy
shall be cumulative and not exclusive and shall be in addition to any
other rights or remedies any party may have against the other.
MANAGEMENT AGREEMENT - Page 10
(j) Attorneys' Fees. If any action at law or in equity,
including any action for injunctive or declaratory relief, is brought
to enforce or interpret any of the provisions of this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys'
fees and expenses from the other party, which fees and expenses may be
set by the court in the trial of such action or may be enforced in a
separate action brought for that purpose and which fees and expenses
shall be in addition to any other relief which may be awarded.
(k) Prior Agreements. This Agreement (and the exhibits hereto)
contains the entire agreement between the parties hereto and supersedes
any and all prior agreements, whether written or oral, between the
parties with respect to the within subject matter. All other
employment, salary continuation, bonus, incentive compensation and
other similar agreements heretofore entered into between Employer and
Employee and in effect as of the date hereof are hereby cancelled and
shall be of no further force or effect.
18. Time of the Essence. Time shall be of the essence throughout
the term of this Agreement.
MANAGEMENT AGREEMENT - Page 11
EMPLOYER:
AVATAR SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxx Xxxxxx, Xx.
-------------------------------------------
Xxxxxx Xxxxxxx Xxxxxx, Xx., President
Address: 0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
EMPLOYEE:
/s/ Xxxxxx Xxxxxxx Xxxxxx, Xx.
----------------------------------------------
Xxxxxx Xxxxxxx Xxxxxx, Xx.
Address: 00000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
MANAGEMENT AGREEMENT - Page 12
