Exhibit 10.13
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") by and between Silver
Xxxxxx Mining, Inc., (the "Owner"), and X. X. Xxxxx (the "Manager"); executed
this 1st day of January, 2001.
RECITALS
WHEREAS, Silver Xxxxxx Mining, Inc., is the owner of all rights to the
Silver Xxxxxx Mining, Inc., testing and employment software program and its
national distribution system; and
WHEREAS, Manager is an employee of, and intends to serve as President
of L+R Xxxxx, Inc., and
WHEREAS, Owner is purchasing the assets of L+R Xxxxx, Inc.,; and
WHEREAS, Manager plans to enter into this Agreement whereby Manager
will provide professional management services to the Owner; and
WHEREAS, Owner will provide compensation for the services provided by
the Manager in connection with the management of the assets of L+R Xxxxx, Inc.
purchased by Owner; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions set forth herein the parties agree as follows:
WITNESSETH:
1. CONTRACTUAL DUTIES. Owner hereby engages Manager and Manager agrees
to accept the responsibility, as manager of the assets of L+R Xxxxx, Inc.
purchased by Owner, to perform the services of supervising, managing and
consulting with respect to such assets on behalf of Owner.
2. COMPENSATION. As compensation for the services provided by Manager,
Owner will pay X. X. Xxxxx annual fees in the amount of $97,500.00, payable as
agreed upon by Owner and X. X. Xxxxx; additionally, X. X. Xxxxx, his senior
management, mid management and employees shall receive corporate stock options
as per Silver Xxxxxx Mining, Inc.'s Stock Option Plan.
3. EXPENSE REIMBURSEMENT. Owner will reimburse X. X. Xxxxx for
reasonable travel expenses, automobile and insurance expenses in accordance with
the customary practices and business operations of Owner, and in accordance with
the policies and procedures of the Owner.
4. BENEFITS. X. X. Xxxxx shall be entitled to employment benefits
including health insurance consistent with those presently in effect with Owner.
Manager will also be allowed to participate in any profit sharing and/or
retirement plan in effect at Owner, at the time of this Agreement or as many be
amended from time to time.
5. CONFIDENTIALITY. X. X. Xxxxx, as manager of the assets of L+R Xxxxx,
Inc. purchased by Owner, recognizes that L+R Xxxxx, Inc., and Silver Xxxxxx
Mining, Inc., have and will have information considered to be proprietary and
confidential and that he will have access to such information. The term
"Confidential Information" shall include, but not be limited to, any and all
forms, manuals, marketing materials, contracts, product design, customer lists,
software, price lists and other secret information disclosed to manager because
of his affiliation with Silver Xxxxxx Mining, Inc., or L+R Xxxxx, Inc.
Proprietary matters are unique assets and trade secrets of L+R Xxxxx, Inc., and
Silver Xxxxxx Mining, Inc. X. X. Xxxxx agrees that he will not at any time or in
any manner either directly or indirectly disclose or provide to third parties
any Confidential Information without the prior written consent of Xxxxxx X.
Xxxxxx. Manager agrees that a violation of this paragraph will entitle the Owner
to immediate equitable relief in an appropriate jurisdiction.
6. TERM. This Agreement shall continue for a term of three years from
the effective date, with two additional three year options which may be
exercised by mutual agreement in writing by the parties to the Agreement,
provided, however, the Agreement may be terminated upon 30 days notice of any
breach of the terms of Agreement and failure to cure
Upon termination of the Agreement, provided termination is not caused
by a material breach of the Agreement by Manager as discussed in paragraph 5.3,
Employer shall pay to Manager the balance of the salary through the end of the
term of this agreement. Manager may resign upon 90 days written notice to
Employer, but in that event, Manager will be entitled to receive only the salary
which has been earned up through the date of termination as indicated in the
Notice Letter. At time of termination, Manager shall have the right to exercise
any and all available stock options granted to him at the time of termination;
and additionally, Employer may purchase all shares of stock in Silver
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Xxxxxx Mining, Inc., owned by Manager at the time of termination at the then
prevailing market price per share.
7. ENTIRE AGREEMENT. This Agreement contains all the controlling terms
and provisions agreed upon by the parties supersedes any and all prior written
or oral agreements between the parties. Any amendments to the Agreement must be
agreed upon in writing and signed by both parties.
8. GOVERNING LAW. This Agreement is executed in Tarrant County, Texas.,
and is deemed governed by the laws of the State of Texas.
Executed in multiple counterparts the date first hereinabove written.
Silver Xxxxxx Mining, Inc. ("Owner")
By:
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Xxxxxx X. Xxxxxx, President
Manager
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X. X. Xxxxx
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