CONSULTING AGREEMENT
Exhibit
10.1
This
Consulting Agreement (this “Agreement”) is entered into as of the 29th
day of
September, 2006 (the “Effective Date”), between Oasys Mobile, Inc., a Delaware
corporation (the “Company” or “Oasys Mobile”), and Xxxxxxx Xxxxxx
(“Xxxxxx”).
RECITALS:
WHEREAS,
the Company desires to engage Xxxxxx, and Xxxxxx desires to be engaged by
the
Company, on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual premises herein contained,
the
parties agree as follows:
1. Engagement.
The
Company hereby engages Xxxxxx to serve as its Lead Director (“Lead Director”)
and Xxxxxx hereby accepts such engagement, on the terms and subject to the
conditions hereinafter set forth.
2. Duties
of Xxxxxx.
2.1 Xxxxxx
shall
serve as the Lead Director of the Company and shall report directly to the
Board
of Directors (the Board). As Lead Director, he shall have authority as set
forth
in Appendix A to this Agreement.
2.2 Xxxxxx
shall
be required to devote such business time, attention and effort to the Company’s
business and affairs, as he deems in his sole discretion, to be reasonably
required to perform the duties as set forth in this Agreement. Xxxxxx shall
not
be precluded from engaging in other business activities or pursuing his
personal, financial and legal affairs, or otherwise engaging in other
activities. Xxxxxx shall be permitted to deliver his consulting services
orally
and telephonically and shall not be required to work from the Company’s offices
or render any written reports.
3.
Support
Services.
Xxxxxx shall be entitled to all the administrative, operational and facility
support customary to a similarly situated person performing the duties as
set
forth in this Agreement. This support shall include, without limitation,
a
suitably appointed private office, and payment of or reimbursement for
reasonable cellular telephone expenses, travel and entertainment expenses,
and
any and all other business expenses reasonably incurred on behalf of or in
the
course of performing duties for the Company, all in accordance with the expense
reimbursement policies established from time to time by the Company.
Xxxxxx agrees to provide documentation of these expenses as may be reasonably
required.
4. Term.
Xxxxxx’x engagement shall be for a term (the “Term”) of one (1) year from the
Effective Date of this Agreement.
5. Compensation.
Throughout the Term, the Company shall pay or provide, as the case may be,
to
Xxxxxx the compensation and other benefits and rights set forth in this Section
5.
5.1 Annual
Retainer.
The Company shall pay to Xxxxxx an annual cash fee (“Annual Retainer”) of
$60,000, payable at the rate of $5,000 per month to Xxxxxx.
5.2. Common
Stock.
Xxxxxx
shall also receive 100,000 shares of restricted Oasys Mobile common stock
(the
“Xxxxxx Common Stock”); the restrictions on the Xxxxxx Common Stock shall lapse
as follows:
(a)
the
restrictions on 25,000 shares of the Xxxxxx Common Stock shall lapse on the
Effective Date of this Agreement;
(b) the
remaining 75,000 shares of the Xxxxxx Common Stock shall have their restrictions
lapse at the rate of 6,250 shares per month on each of the twelve monthly
anniversaries of the Effective Date.
The
Company shall register all shares of the Xxxxxx Common Stock on the next
update
filing of its Registration Statement on Form S-8 or such other form as
designated by the Securities and Exchange Commission; provided that the Xxxxxx
Common Stock shall be registered by the Company no later than December 15,
2006.
5.3 Option
Grants.
In
addition to the Annual Retainer and the Common Stock as set forth above in
Sections 5.1 and 5.2 of this Agreement, the Company shall grant to the Xxxxxx
options to purchase 275,000 shares of the Company’s common stock (the “Xxxxxx
Stock Options”) on the terms as set forth in the Stock Option Agreement attached
to this Agreement as Appendix B, which is incorporated into this Agreement
for
all purposes. The shares of Oasys Mobile common stock underlying the Xxxxxx
Stock Options shall be registered under the Company’s Registration Statement on
Form S-8 and shall vest and be priced as follows:
(a) 50,000
of
the Xxxxxx Stock Options shall be immediately vested upon the Effective Date
of
this Agreement;
(b) the
remaining 225,000 Xxxxxx Stock Options shall vest at the rate of 18,750 stock
options on each of the twelve monthly anniversaries of the Effective Date
of
this Agreement;
(c) (1)
the
first 100,000 of the Xxxxxx Stock Options to vest shall have an exercise
price
equivalent to the closing market price of the Oasys Mobile common stock on
the
Effective Date of this Agreement; (2) the next 75,000 of the Xxxxxx Stock
Options to vest shall have an exercise price of $1.25 per share; (3) the
next
50,000 of the Xxxxxx Stock Options to vest shall have an exercise price of
$1.75
per share; and (4) the remaining 50,000 of the Xxxxxx Stock Options to vest
shall have an exercise price of $2.00 per share
5.4 Other
Compensation.
In
addition to the compensation set forth above, Xxxxxx shall also receive:
(a) Two
and
one-half percent (2.5%) of any funds raised from sources introduced by Xxxxxx
to
the Company. Xxxxxx shall clear all contacts with the General Counsel of
the
Company before initiating contact with such source(s) to avoid overlap with
other entities the Company has engaged to perform comparable services.
(b) a
bonus,
to be determined by the Board of Directors, for achievements effected by
Xxxxxx,
including but not limited to the consummation of licensing products of the
Company or other strategic transactions with parties introduced by Xxxxxx
to the
Company. Xxxxxx shall clear all contacts with the General Counsel of the
Company
before initiating contact to avoid overlap with other entities the Company
has
engaged to perform such services.
(c) an
additional grant of 100,000 shares of Oasys Mobile common stock if milestones
as
agreed upon by the Board of Directors and Xx. Xxxxxx are achieved. The Company
and Xx. Xxxxxx will use reasonable efforts to set these milestones by December
15, 2006.
(d) a
cash
bonus of $100,000 and a grant of 100,000 shares of Oasys Mobile common stock
if
the Company is positioned such that it is reasonably likely that the liquidity
position of Oasys Mobile is improved so as to allow it to operate in the
normal
course of its business until December 31, 2007.
6. [Reserved]
7. Termination.
7.1 Bases
for Termination.
Xxxxxx’x engagement under this Agreement and the Term shall be terminated
immediately on the death of Xxxxxx and may be terminated by the
Board:
(a) at
any time
without Cause prior to a Change of Control;
(b) at
any
time upon a Change of Control or Sale of the Company pursuant to Section
7.4 of
this Agreement; or
(c) at
any time
for “Cause” (as defined in Section 7.6 (a) hereof);
7.2 Termination
by Death.
If Xxxxxx’x engagement is terminated by death, Xxxxxx’x estate or designated
beneficiaries shall be entitled to receive:
(a) the
remaining unpaid amount of the Annual Retainer;
(b) acceleration
of the lapsing of all restrictions on the remaining shares of restricted
Xxxxxx
Common Stock as set forth in Section 5.2(b) of this Agreement
(c) acceleration
of vesting of one hundred percent (100%) of the unvested portion of all the
Xxxxxx Stock Options as set forth in Section 5.3 of this Agreement, together
with the right to exercise such stock options or awards for a period equal
to
the remaining term for exercising such options or awards under the applicable
agreement and/or plan;
(d) the
payment of any compensation pursuant to Section 5.4 (a) of this Agreement
for
any transaction pursuant to such Section which shall be closed by the Company
within six (6) months of death of Xxxxxx;
(e) (1)
the
payment of any bonus pursuant to Section 5.4(b) of the Agreement as determined
by the Board of Directors pursuant to such section and (2) the issuance of
any
shares of Oasys Mobile common stock pursuant to Section 5.4(c) of the Agreement
for any milestones determined pursuant to such section and achieved as of
the
date of death of Xxxxxx;
(f) the
payment of the cash amount and the issuance of the number of shares of Oasys
Mobile common stock as set forth in Section 5.4(d) of this Agreement if the
Board after the closing of any transaction or the modification of any existing
transactions (each a “Liquidity Improvement Event”) (1) initiated by Xxxxxx that
occurs within six (6) months after the termination as set forth in this Section
7.2 or (2) not initiated by Xxxxxx that occurs within three (3) months after
the
termination as set forth in this Section 7.2 that positions Oasys Mobile
such
that it is likely that the liquidity position of Oasys Mobile is improved
so as
to allow it to operate in the normal course of its business until December
31,
2007; and
(g) reimbursement
for all expenses incurred by Xxxxxx pursuant to Section 3 hereof.
7.3 Termination
by the Company without Cause prior to a Change of Control.
If Xxxxxx’x engagement is terminated by the Company without Cause prior to a
Change of Control, Xxxxxx shall be entitled to receive:
(a) the
remaining unpaid amount of the Annual Retainer;
(b) acceleration
of the lapsing of all restrictions on the remaining shares of restricted
Xxxxxx
Common Stock as set forth in Section 5.2(b) of this Agreement
(c) acceleration
of vesting of one hundred percent (100%) of the unvested portion of all the
Xxxxxx Stock Options as set forth in Section 5.3 of this Agreement, together
with the right to exercise such stock options or awards for a period equal
to
the remaining term for exercising such options or awards under the applicable
agreement and/or plan;
(d) the
payment of any compensation pursuant to Section 5.4 (a) of this Agreement
for
any transaction pursuant to such Section which shall be closed by the Company
within six (6) months of the date of such termination;
(e) (1)
the
payment of any bonus pursuant to Section 5.4(b) of the Agreement as determined
by the Board of Directors pursuant to such section as of the date of termination
and (2) the issuance of any shares of Oasys Mobile common stock pursuant
to
Section 5.4(c) of the Agreement for any milestones determined pursuant to
such
section and achieved as of the date of such termination;
(f) the
payment of the cash amount and the issuance of the number of shares of Oasys
Mobile common stock as set forth in Section 5.4(d) of this Agreement if the
Board after the closing of a Liquidity Improvement Event (1) initiated by
Xxxxxx
that occurs within six (6) months after the termination as set forth in this
Section 7.3 or (2) not initiated by Xxxxxx that occurs within three (3) months
after the termination as set forth in this Section 7.3 that positions Oasys
Mobile such that it is likely that the liquidity position of Oasys Mobile
is
improved so as to allow it to operate in the normal course of its business
until
December 31, 2007; and
(g) reimbursement
for all expenses incurred by Xxxxxx pursuant to Section 3 hereof.
7.4 Change
of Control, Sale of the Company at 120% or More of Current Market Value or
Termination by Xxxxxx for Good Reason at Any Time.
(i) If a Change of Control (as defined in Section 7.6 (b) (with or without
the
termination of Xxxxxx) occurs or (ii) if the Company (with or without the
termination of Xxxxxx) closes a merger or sale of all or substantially all
of
the assets of Oasys Mobile at a value of one hundred twenty percent (120%)
or
more of the then-current market value of the Company as measured by the thirty
(30) day trailing average of the closing price of the Oasys Mobile common
stock,
or (iii) if Xxxxxx terminates this Agreement for Good Reason (as defined
in
Section 7.6(d)) at any time, Xxxxxx shall be entitled to receive:
(a) the
remaining unpaid amount of the Annual Retainer;
(b) acceleration
of the lapsing of all restrictions on the remaining shares of restricted
Xxxxxx
Common Stock as set forth in Section 5.2 (b) of this Agreement
(c) acceleration
of vesting of one hundred percent (100%) of the unvested portion of all the
Xxxxxx Stock Options as set forth in Section 5.3 of this Agreement, together
with the right to exercise such stock options or awards for a period equal
to
the remaining term for exercising such options or awards under the applicable
agreement and/or plan;
(d) the
payment of any compensation pursuant to Section 5.4 (a) of this Agreement
for
any transaction pursuant to such Section which shall be closed by the Company
within six (6) months of the date of such termination;
(e) (1)
the
payment of any bonus pursuant to Section 5.4(b) of the Agreement as determined
by the Board of Directors pursuant to such section as of the date of such
termination and (2) the issuance of any shares of Oasys Mobile common stock
pursuant to Section 5.4(c) of the Agreement for any milestones determined
pursuant to such section and achieved as of the date of such termination;
(f) the
payment of the cash amount and the issuance of the number of shares of Oasys
Mobile common stock as set forth in Section 5.4(d) of this Agreement if the
Board after the closing of a Liquidity Improvement Event (1) initiated by
Xxxxxx
that occurs within six (6) months after the termination as set forth in this
Section 7.4 or (2) not initiated by Xxxxxx that occurs within three (3) months
after the termination as set forth in this Section 7.4 that positions Oasys
Mobile such that it is likely that the liquidity position of Oasys Mobile
is
improved so as to allow it to operate in the normal course of its business
until
December 31, 2007; and
(g) reimbursement
for all expenses incurred by Xxxxxx pursuant to Section 3 hereof.
7.5 Termination
by the Company for Cause or by Xxxxxx without Good Reason.
If Xxxxxx’x engagement is terminated by the Company for Cause or by Xxxxxx
without Good Reason, the Company shall not have any other or further obligations
to Xxxxxx under this Agreement, except:
(a) as
to
that portion of the Annual Retainer accrued and earned under this Agreement
through the date of such termination;
(b) all
restricted shares of Xxxxxx Common Stock whose restrictions have lapsed as
of
the date of such termination;
(c) all
Xxxxxx Stock Options which have vested as of the date of such termination,
together with the right to exercise such stock options or awards for a period
equal to the remaining term for exercising such options or awards under the
applicable agreement and/or plan;
(d) the
payment of any compensation pursuant to Section 5.4 (a) of this Agreement
for
any transaction pursuant to such Section which has closed as of the date
of such
termination;
(e) (1)
the
payment of any bonus pursuant to Section 5.4(b) of the Agreement as determined
by the Board of Directors pursuant to such section prior to the date of such
termination and (2) the issuance of any shares of Oasys Mobile common stock
pursuant to Section 5.4(c) of the Agreement for any milestones determined
pursuant to such section and achieved as of the date of such termination;
(f) the
payment of the cash amount and the issuance of the number of shares of Oasys
Mobile common stock as set forth in Section 5.4(d) of this Agreement if the
Board after the closing of a Liquidity Improvement Event (1) initiated by
Xxxxxx
that occurs within six (6) months after the termination as set forth in this
Section 7.5 or (2) not initiated by Xxxxxx that occurs within three (3) months
after the termination as set forth in this Section 7.5 that positions Oasys
Mobile such that it is likely that the liquidity position of Oasys Mobile
is
improved so as to allow it to operate in the normal course of its business
until
December 31, 2007; and
(g) reimbursement
for all expenses incurred by Xxxxxx pursuant to Section 3 prior to his
termination).
7.6 Definitions.
As used herein:
(a) “Cause”
shall
mean active participation by Xxxxxx in fraudulent conduct against the Company,
conviction of or a plea of guilty or nolo
contendere
with
respect to a felony involving theft or moral turpitude, an act or series
of
deliberate acts which were not taken in good faith by Xxxxxx and which results
or will likely result in material injury to the business, operations or business
reputation of the Company, or an act or series of acts constituting willful
malfeasance or gross misconduct.
(b) A
“Change
in Control”
shall
occur if:
(1) there
shall
be consummated any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation;
(2) any
Person
(as defined in Section 2(a)(2) of the Securities Act of 1933, as amended)
other
than the Company, subsequently becomes the beneficial owner, directly or
indirectly (including by holding securities which are exercisable for or
convertible into shares of capital stock of the Company) of forty percent
(40%)
or more of the combined voting power of the then outstanding shares of capital
stock of the Company entitled to vote generally in the election of directors;
(3) the
Company
sells, leases, exchanges or otherwise transfers all or substantially all
of its
property and assets (in a transaction or series of transactions contemplated
or
arranged by any party as a single plan);
(4) Continuing
Directors cease to constitute at least a majority of the Board; or
(5) a
majority of
the Outside Directors determine that a Change in Control has occurred.
(c) “Continuing
Directors”
shall
mean the members of the Board in office on the Effective Date, and any successor
to any such director whose nomination or selection was approved by a majority
of
the directors in office at the time of the director’s nomination or selection.
(d) “Good
Reason”
means
a
termination of Xxxxxx’x engagement by Xxxxxx within ninety (90) days following:
(1) a
material
reduction in Xxxxxx’x position(s), duties and responsibilities or reporting
lines from those described in Section 2 hereof;
(2) a
material
breach of this Agreement by the Company if such breach is not cured within
15
days of written notice thereof by Xxxxxx to the Company; or
(3) any
failure
by the Company to obtain from any successor to the Company an agreement
reasonably satisfactory to Xxxxxx to assume and perform this Agreement, as
contemplated by Section 9.3 hereof.
Notwithstanding the foregoing, a termination shall not be treated as a
termination for Good Reason (A) if Xxxxxx shall have consented in writing
to the
occurrence of the event giving rise to the claim of termination for Good
Reason,
or (B) unless Xxxxxx shall have delivered a written notice to the Board within
thirty (30) days of his having actual knowledge of the occurrence of one
of such
events stating that he intends to terminate his engagement for Good Reason
and
specifying the factual basis for such termination, and such event, if capable
of
being cured, shall not have been cured within ten (10) days of the receipt
of
such notice.
(e) “Outside
Director”
means
a
member of the Board who is not, and who during the past six months was not,
an
employee of officer of the Company.
(f) “Termination
Upon a Change in Control”
means:
(1) a
termination
by Xxxxxx for Good Reason within six (6) months following a Change in Control;
or
(2) termination
of Xxxxxx’x engagement by the Company or the Company’s successor within six (6)
months following a Change in Control other than a termination for Cause or
a
termination resulting from Xxxxxx’x death.
7.7 Mitigation
of Damages.
Xxxxxx is not required to mitigate the amount of any payments and other
issuances to be made by the Company pursuant to this Agreement following
his
termination by seeking other engagements or otherwise. In addition, the
amount of any post-termination payments provided for in this Agreement shall,
except as otherwise expressly provided herein, not be reduced by any
remuneration earned by Xxxxxx during the period following the termination
of his
engagement as a result of engagement by another employer or otherwise after
the
date of termination of his engagement with the Company.
8.
Indemnification.
During the Term and thereafter, the Company shall indemnify Xxxxxx and hold
Xxxxxx harmless from and against any claim, loss or cause of action arising
from
or out of Xxxxxx’x performance or role as an officer, director, employee or
consultant of the Company or any of its subsidiaries or in any other capacity,
including any fiduciary capacity, in which Xxxxxx serves at the request of
the
Company to the maximum extent permitted by applicable law. If any claim is
asserted hereunder with respect to which Xxxxxx reasonably believes in good
faith he is entitled to indemnification, the Company shall advance Xxxxxx’x
legal expenses (or cause such expenses to be paid), on a monthly basis, provided
that Xxxxxx shall reimburse the Company for such amounts if Xxxxxx shall
be
found by a court of competent jurisdiction not to have been entitled to
indemnification. In addition, the Company agrees to provide Xxxxxx with
coverage under a directors and officers liability insurance policy.
9.
Miscellaneous.
9.1 Representation
and Warranty by Xxxxxx.
Xxxxxx represents and warrants that he is not a party to any agreement, contract
or understanding, whether engagement or otherwise, which would restrict or
prohibit him from undertaking or performing engagement in accordance with
the
terms and conditions of this Agreement.
9.2 Severability.
The provisions of this Agreement are severable and if any one or more provisions
may be determined to be illegal or otherwise unenforceable, in whole or in
part,
the remaining provisions and any partially unenforceable provision, to the
extent enforceable in any jurisdiction, nevertheless shall be binding and
enforceable.
9.3 Assignment.
This Agreement shall be binding upon and inure to the benefit of the heirs
and
representatives of Xxxxxx and the assigns and successors of the Company,
but
neither this Agreement nor any rights or obligations hereunder shall be
assignable or otherwise subject to hypothecation by Xxxxxx (except by will
or by
operation of the laws of intestate succession) or by the Company, except
that
the Company may assign this Agreement to any successor (whether by merger,
purchase or otherwise) to all or substantially all of the stock, assets or
business of the Company, and the Company shall require such successor to
expressly agree to assume the obligations of the Company hereunder.
9.4 Notices.
All notices and other communications required or permitted under this Agreement
shall be in writing, and shall be deemed properly given if delivered personally,
mailed by registered or certified mail in the United States mail, postage
prepaid, return receipt requested, send by facsimile or sent by Express Mail,
Federal Express or other nationally recognized express delivery service,
as
follows:
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If
to Oasys Mobile:
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If
to Xxxxxx:
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000
Xxxxxxxxxxxx Xxxxxx
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Xxxxx
000
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Xxxxxxx,
Xxxxx Xxxxxxxx 00000
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Attn:
EVP & General Counsel
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Notice given by hand, certified or registered mail, or by Express Mail, Federal
Express or other such express delivery service, shall be effective upon
receipt. Notice given by facsimile transmission shall be effective upon
actual receipt if received during the recipient’s normal business hours, or at
the beginning of the recipient’s next business day after receipt if not received
during the recipient’s normal business hours. All notices by facsimile
transmission shall be confirmed promptly after transmission in writing by
certified mail or personal delivery.
Any party may change any address to which notice is to be given to it by
giving
notice as provided above of such change of address.
9.5 Amendment.
This Agreement may only be amended by written agreement of the parties
hereto.
9.6 Beneficiaries;
References.
Xxxxxx shall be entitled to select (and change, to the extent permitted under
applicable law) a beneficiary or beneficiaries to receive any compensation
or
benefit payable hereunder following Xxxxxx’x death, and may change such
election, in either case by giving the Company written notice thereof. In
the event of Xxxxxx’x death or a judicial determination of his incompetence,
reference in this Agreement to Xxxxxx shall be deemed, where appropriate,
to
refer to his beneficiary, estate or other legal representative. Any
reference to the masculine gender in this Agreement shall include, where
appropriate, the feminine.
9.7 Survivorship.
The respective rights and obligations of the parties hereunder shall survive
any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and obligations. The provisions of this
Section are in addition to the survivorship provisions of any other section
of
this Agreement.
9.8 Governing
law.
This Agreement shall be construed, interpreted and governed in accordance
with
the laws of the State of Delaware without reference to rules relating to
conflicts of law. For purposes of jurisdiction and venue, the Company
hereby consents to jurisdiction and venue in any suit, action or proceeding
with
respect to this Agreement in any court of competent jurisdiction in the state
in
which Xxxxxx resides at the commencement of such suit, action or proceeding
and
waives any objection, challenge or dispute as to such jurisdiction or venue
being proper.
9.9 Effect
of Prior Agreements.
This Agreement contains the entire understanding between the parties hereto
with
respect to the subject matter hereof, and supersedes in all respects any
prior
or other agreement or understanding between the Company or any affiliate
of the
Company and Xxxxxx with respect to the subject matter hereof.
9.10 Withholding.
The Company shall be entitled, to the extent permitted or required by law,
to
withhold from any payment of any kind due Xxxxxx under this Agreement to
satisfy
the tax withholding obligations of the Company under applicable
law.
9.11 Counterparts.
This Agreement may be executed in two counterparts, each of which shall be
deemed an original.
[Remainder
of this page is blank]
IN
WITNESS WHEREOF, the
parties hereto, having duly been authorized, have executed this Agreement
as of
September 29, 2006.
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XXXXXXX
XXXXXX
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By: /s/
Xxxxxx X. Xxxxx
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/s/
Xxxxxxx Xxxxxx
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Name:
Xxxxxx X. Xxxxx
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Title:
Executive Vice President
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APPENDIX
A
LEAD
DIRECTOR DUITES AND RESPONSIBILITIES
Xxxxxxx
Xxxxxx, a Director (herein referred to as the “Lead Director”) of Oasys Mobile,
Inc. (“Oasys”) is entering into a Consulting Agreement (the “Consulting
Agreement”) with Oasys Mobile, Inc. (“Oasys”) to perform certain duties as its
Lead Director. Pursuant to the terms of the Consulting Agreement and the
approval of the Board of Directors (the “Board”) at a properly called and
convened meeting of the Board held on September 29, 2006, the Lead Director
shall have the following duties and responsibilities and such other duties
and
responsibilities as may be assigned to him by the Board:
1. Reporting
Responsibilities.
Lead
Director shall report to the Board of Directors of Oasys. The senior management
of Oasys shall report to the Lead Director.
2. Board
Responsibilities.
Lead
Director shall:
| · |
Maintain
the authority to call meetings of the Board and meetings of the
independent directors of Oasys and shall promote effective communication
on developments to the members of the Board occurring between Board
meetings. Lead Director shall preside
over:
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| o |
Meetings
of the Board;
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Executive
meetings of the independent directors of Oasys without management
present;
and
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Annual
and special meetings of the shareholders of Oasys
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| · |
Brief
the Chief Executive Officer on issues and concerns arising in the
executive sessions of the Board
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| · |
Organize
the meeting schedules and agendas of the Board
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| · |
Establish
the annual schedule of the Board
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| · |
Establish
the agendas for all Board meetings in collaboration with the Chief
Executive Officer
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| · |
Consult
with all directors to ensure that Board agendas and information provided
to the Board is what is needed to fulfill its primary
responsibilities
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Help
enable access to information to help the Board monitor Oasys’ performance
and the performance of its management
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| · |
Facilitate
communication between and among the independent directors and management
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| · |
Oversee
the distribution of information to the Board
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| · |
Coordinate
the Board’s self-assessment and evaluation processes
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3. Committee
Responsibilities.
Lead
Director shall:
| · |
Be
a member of the Corporate Governance & Nominating Committee
(“Governance Committee”) to ensure processes are in place for the
recruitment and orientation of new board members
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| · |
Work
with the Chairman of the Governance Committee to review changes in
Board
membership and the membership and chair of each Committee
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| · |
Work
with the Chairman of the Governance Committee to interview prospective
Board candidates
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| · |
Work
with the Board and the Compensation Committee on the succession plan
for
the Chief Executive Officer and other key senior executives
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Attend
all Committee meetings when possible
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| · |
Serve
on such other Committees as may be assigned by the Board, subject
to the
approval of the Lead Director
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4. Management
Responsibilities.
Lead
Director shall:
| · |
Assist
management in strategic planning and coordinate periodic input by
the
Board in reviewing management’s strategic plans for Oasys
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| · |
Assist
management in consummating key strategic and financial transactions
and
relationships
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| · |
Oversee
development of appropriate objectives for the Chief Executive officer
and
other executive officers and monitor performance against those objectives
|
| · |
Coordinate
and chair the annual Board performance review of the Chief Executive
Officer and other executive officers of Oasys and communicate the
results
of such performance review to such
officers
|
