EXHIBIT 10.15
MANAGEMENT AGREEMENT
AGREEMENT made as of this 21st day of September 2001, between INTERNATIONAL
MICROCOMPUTER SOFTWARE, INC., a California Corporation having an office at 00
Xxxxxxx Xxx, Xxxxxx, Xxxxxxxxxx ("IMSI") and DIGITAL CREATIVE DEVELOPMENT
CORPORATION, a Utah corporation, having an office at 00 Xxxxxx Xxxxx Xxxxx,
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("DCDC") (this "Agreement").
WHEREAS, pursuant to the Agreement and Plan of Merger (THE "merger
Agreement") dated as of August 31, 2001 between IMSI and DCDC, xxxxxx Xxxx, the
Chief Executive Officer of DCDC ("Xxxx"), became CEO of IMSI, and the members of
the Board of Directors of DCDC became members of the Board of Directors of IMSI.
WHEREAS, IMSI'S desire to retain DCDC to provide management services in
connection with its day to day business and coordinate the accounting functions
of IMSI.
NOW, THEREFORE, in consideration of the mutual premises, undertakings
and conditions hereinafter set forth, the parties hereto agree as follows:
Operations and Management of the Business
(a) DCDC agrees that the following individuals will provide to
IMSI certain advisory services in the areas of financial
management, insurance, investment banking, and business
planning, and cause the following individuals to serve as
follows:
i. CEO Xxxx will act as the Chief Executive Officer ("CEO")
of IMSI, and shall be required to perform those duties
that are generally associated with the role of CEO,
including the general and active management of the
business of IMSI.
ii. CFO Xxxxxxx Xx Xxxxxxx ("Xx Xxxxxxx") shall act as Chief
Financial Officer ("CFO") of IMSI and perform general
financial services for IMSI including those duties, which
are generally associated with the role of a CFO.
iii. Assistants to CFO Various individuals shall from time to
time perform financial record keeping and other financial
services for IMSI at the direction of Xxxx and Xx Xxxxxxx
and may assist Xx Xxxxxxx in performing his duties as CFO
(Xxxx and Xx Xxxxxxx and any assistants are collectively
referred to as the "Executives").
(b) IMSI acknowledges that although the Executives shall be
obligated to devote a sufficient amount of time to perform the
services contemplated by this Agreement, the Executives will
not devote their time exclusively to IMSI and will continue to
serve in similar capacities for DCDC.
(c) DCDC shall be responsible for payment of all salary, benefits
and other compensation to the Executives and for payment of
all payroll taxes with respect to their employment.
(d) DCDC shall cause the Executives to serve at the direction of
the Board of Directors of IMSI and to comply with all rules
and policies adopted by IMSI as they may be adopted or
modified from time to time.
Termination Date
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This Agreement shall be effective for a period of six (6) months from the date
hereof, unless sooner terminates with or without cause by either party upon 15
days written notice, and may be renewed upon the mutual agreement of IMSI and
DCDC for additional thirty (30) day periods.
Representations and Warranties of DCDC
DCDC warrants and represents that it is a good corporation duly incorporated,
validly existing and in good standing under the laws of the State of Utah and
that the execution, delivery and performance of this Agreement has been duly
authorized by all requisite corporate action and do not violate, result in a
default under or contravene any other agreement to which DCDC is bound.
Representations and Warranties of IMSI
IMSI warrants and represents that it is a good corporation duly incorporated,
validly existing and in good standing under the laws of the State of California
and that the execution, delivery and performance of this Agreement has been duly
authorized by all requisite corporate action and do not violate, result in a
default under or contravene any other agreement to which IMSI is bound.
Compensation
In consideration for the services to be provided by DCDC to IMSI, DCDC shall be
entitled to compensation in the amount of $50,000 per month in arrears.
Other Provisions
(a) Notice of Agreement This Agreement shall not be deemed to
create any relationship of franchise, agency, partnership or
joint venture between the parties hereto.
(b) Non-Waiver The failure of either party to enforce at any time
any term, provision or condition of this Agreement, or to
exercise any right or option herein, shall in no way operate
as a waiver thereof, nor shall any single or partial exercise
preclude any other right or option herein; and no waiver
whatsoever shall be valid unless in writing, signed by the
waiving party, and only to the extent herein set forth.
(c) Parties in Interest All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of
and be enforceable by the successors in interest of the
respective parties hereto.
(d) Laws Governing This Agreement shall be construed and
interpreted according to the laws of the State of New York,
with the same force and effect as is fully executed and to be
performed therein.
(e) Notices All notices, requests, demands and other
communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered by hand or mailed,
certified or registered mail, with first-class postage paid,
at the addresses first set forth above or to such person and
place as the parties may specify by written notice.
(f) Counterparts This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
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(g) Severability If any provisions or any portion of any provision
of this Agreement shall be construed to be illegal, invalid,
or unenforceable, such shall be deemed stricken and deleted
from this Agreement to the same extent and effect as if never
incorporated herein, but all other provisions of this
Agreement and the remaining portion of any provision which is
illegal, invalid or unenforceable in part shall continue in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
a California corporation
By: /s/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: President
DIGITAL CREATIVE DEVELOPMENT CORPORATION
a Utah corporation
By: /s/ XXXXXX X. XXXX III
Name: Xxxxxx X. Xxxx III
Title: President
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