MANAGEMENT CONTRACT
This Agreement ("Agreement") is entered into this 15th day
of January, 1997, by and between Xxxxxx Case (hereinafter,
"Case"), whose address is 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx
00000 and Chaos Group, Inc. (hereinafter "Chaos"), whose address
is 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000.
WHEREAS, Case desires to provide his expertise and services
in the fields of executive general management to Chaos; and
WHEREAS, Chaos desires to use the services and expertise of
Case in the management of the company;
NOW, THEREFORE, the parties agree to be bound to the terms
of this Agreement as follows:
1. Duties
A. During the Term of this Agreement, Case will serve
as the Senior Vice President of Chaos and will perform such
duties to include, but not be limited to, providing Chaos with
his expertise in operations and general management.
B. Case will oversee and direct all plant and
facility operations of Chaos and its subsidiary, Clear Vision,
Inc. and will be directly responsible to the President of Chaos.
C. Case will direct his attention at all times, and,
in such a way, as to maximize the company's market presence,
operational efficiency and its net income.
X. Xxxxxxxx will ensure that accurate and current
records of Clear Vision, Inc. are at all times maintained, and
will provide timely reports to the President keeping him informed
as to the direction of the company.
E. Case will perform all other reasonable tasks
within his expertise as may be periodically assigned to him by
the Board of Directors or President.
2. Term and Termination
A. This Agreement shall commence on the day, month
and year first above written and shall continue in full force and
effect for a period of thirty six (36) months.
B. This Agreement may be terminated at will, with or
without cause, by either Case or by the Board of Directors of
Chaos after having given a thirty (30) day written notice to the
other party to the address of record personally or by mail,
postage prepaid, or by facsimile machine message.
3. Compensation
A. Case will devote his full time and effort to the
performance of his duties as set forth in this Agreement. For
these services, Chaos will compensate Case in a base salary in
the amount of Two Thousand Dollars ($2,000.00) per month. If
Chaos realizes a net profit, after having given effect for tax
liability, for a full twelve (12) months ending coincident with
its fiscal year end, to wit December 31, then at the direction of
the Board of Directors, Case's salary may be increased to Three
Thousand Dollars ($3,000.00) per month.
B. Case may accrue any portion of his salary and
Chaos will maintain this accrual as a primary short-term
liability on its books of record. In the event of termination of
this Agreement, all accrual still existing on the company books
of record will be paid to Case within five (5) business days of
said termination by either party to this Agreement.
C. Upon execution of this Agreement, Case will be
vested with an option to purchase up to and including 40,000
shares of the company's common stock (par value $0.001) for a
value of $0.25 per share. Thereafter, and for each fiscal year
during the term of this Agreement wherein a net profit has been
realized by Chaos, after giving effect for tax liabilities, Case
will be granted options to purchase an additional fifty thousand
(50,00) shares of said stock at $0.25 per share. Case may
exercise his earned options at any time either by direct payment
to the company or by applying an offset of equal amount against
any accrual on his behalf then existing on the books of the
corporation.
D. Case agrees that neither federal nor state nor
local taxes will be withheld from his payroll, and as such he is
fully and personally liable for their payment.
4. Confidentiality
Case agrees to maintain in strictest confidence all
information provided by Chaos or any subsidiary of Chaos
regarding any and all proprietary information. Case further
agrees to hold in trust and use such information only as needed
to fulfill Case's obligations for Chaos' sole benefit. Case
shall not use such information for his own benefit, publish or
otherwise disclose it to others, or permit its use to the
detriment of Chaos. Upon termination of Case's obligations under
this Agreement, Case shall return to Chaos all copies of all
information provided by Chaos to Case, including partial copies
and derivative works of such information.
5. Limitation on Use
Case shall use the proprietary information provided to
him by Chaos only in connection with the duties as set forth in
Section 1 of this Agreement. It is expressly understood and
agreed, however, that Xxxxxxxx may perform duties for others
which are not based upon or derived from Chaos' proprietary
and/or patented information. Except as provided in this
Agreement, Case shall have no right to disclose or use
proprietary of Chaos and no license is granted or implied under
this Agreement.
6. Indemnification
(A) Case shall indemnify, defend, and hold harmless
Chaos for claims, actions, losses, damages and expenses,
including costs and reasonable attorneys fees, arising out of
Case's negligence relating to any breach of this Agreement.
(B) Chaos shall indemnify, defend, and hold
harmless Case from and against all claims, actions, losses,
damages, and expenses, to include costs and reasonable attorneys
fees, arising out of Chaos' negligence or breach of this
Agreement, or otherwise relating to any of the services accepted
and approved by Chaos under this Agreement.
7. Force Majeure
(A) Either party shall be excused for any inability
to perform, or for a delay in performance, when the inability or
delay is due to any cause beyond its reasonable control,
including, but not limited to, an act of God, storm, flood,
earthquake, labor strike or other labor work stoppage, equipment
failure, rebellion, riot, sabotage, fire, explosion, or
government act or regulation.
(B) The affected party shall promptly notify the
other party of the occurrence of such a cause and specify its
reasonable efforts to remove the cause or its inability to
perform, or delay in performance, provided, however, the affected
party shall not be required to settle a labor dispute against its
own best judgment.
8. Headings
The headings appearing in this Agreement have been
inserted for the purposes of convenience and ready reference.
They do not purport to and shall not be deemed to define, limit
or extend the scope or intent of the provisions to which they
appertain.
9. Governing Law
This Agreement shall be governed and construed in
accordance with the laws of the State of California.
10. Waiver
The failure of either party at any time to enforce
any provision of this Agreement, to exercise its rights under any
provision, or to require a certain performance of any provision,
shall in no way be construed as a waiver of such provision, nor
in any way affect the validity of this Agreement or the right of
the party thereafter to enforce each and every provision.
11. Severability
If any provision of this Agreement shall be held
unenforceable or invalid, the remaining provisions shall continue
in force.
12. Assignment
Neither party shall assign its rights or obligations
under this Agreement without the prior written consent of the
other.
13. Arbitration
Any controversy or claim arising out of, or relating
to, this Agreement or a breach hereof shall be settled by
arbitration in accordance with the rules then obtained from the
American Arbitration Association.
14. Entire Agreement
This Agreement constitutes the entire understanding
between the parties and supersedes all other agreements between
the parties with respect to the subject matter of this Agreement.
There are no understandings, representations, or warranties of
any kind, express or implied, not expressly set forth in this
Agreement. No modification of this Agreement shall be effective
unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day, month, and year first above written.
XXXXXX CASE
/s/ Xxxxxx Case
CHAOS GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, President
