MANAGEMENT AGREEMENT
This Management Agreement ("Agreement") is made and entered into this
29th day of January, 1999, by and between Scottsdale Scientific Corporation, a
Florida corporation (the "Company"), Xxxxxxx Xxxxxx, an individual ("Xxxxxx")
and Xxxxxxxx Sum, an individual ("Sum").
RECITALS
A. The Company desires to be assured of the continued management of the
Company and of defining the roles of Xxxxxx and Sum.
X. Xxxxxx and Sum are willing and desire to be officers of the Company,
and the Company is willing to provide for the continued employment of Xxxxxx and
Sum as officers of the Company, upon the terms, covenants and conditions
hereinafter set forth.
C. This Agreement is not an employment contract, but is a defining
contract to detail the duties and responsibilities of Sum and Xxxxxx while in
the employ of the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as follows:
1. Employment. The Company hereby employs Sum as President, subject to
the supervision and direction of the Company's Board of Directors and Xxxxxx is
the Director of Research, subject to the supervision of Sum.
2. Term. The term of this Agreement shall be for a period of two (2)
years commencing on February 1, 1999, unless terminated earlier pursuant to
Section 8 below; provided, however, that Executive's obligations in Section 7
below shall continue in effect after such termination.
3. Compensation; Reimbursement. Sum and Xxxxxx will be compensated as
previously agreed.
4. Scope of Duties.
4.1 Sum as President shall be the principal executive officer of the
corporation and, subject to the control of the board of directors,
shall in general supervise and control all of the business and affairs
of the corporation. She shall, when present, preside at all meetings of
the shareholders and of the board of directors. She may sign, with the
secretary or any other proper officer of the corporation thereunto
authorized by the board of directors, certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed,
except in cases where
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the signing and execution thereof shall be expressly delegated by the
board of directors or by these Bylaws to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the
board of directors from time to time.
4.2 Xxxxxx as Director of Research shall be responsible for product
development and shall report to Sum for day to day instruction.
Financial matters and other operational considerations shall be those
of Sum. Xxxxxx shall operate within a budget established by the Board
of Directors and administered by Sum.
4.3 Disputes. Should any dispute arise regarding the management of the
Company or of the research operation, that dispute shall be presented
to the board of directors and discussed at a special meeting of the
board of directors. The notice requirements for such a meeting shall be
complied with. All disputes shall be resolved by a disinterested
majority of the Board of Directors.
4.4 Election and Term of Office. Sum and Xxxxxx are to be elected by
the board of directors annually at the first meeting of the board of
directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Each officer
shall hold office until their successor shall have been duly elected
and shall have qualified or until their death or until they shall
resign or shall have been removed in the manner hereinafter provided.
5. Termination.
5.1 Bases for Termination.
(1) This Agreement hereunder may be terminated at any time by
mutual agreement of the parties.
(2) This Agreement shall automatically terminate on the last
day of the month in which Xxxxxx or Sum dies or becomes permanently
incapacitated. "Permanent incapacity" as used herein shall mean mental
or physical incapacity, or both, reasonably determined by the Company's
Board of Directors based upon a certification of such incapacity by, in
the discretion of the Company's Board of Directors, either Sum or
Xxxxxx'x regularly attending physician or a duly licensed physician
selected by the Company's Board of Directors, rendering Sum or Xxxxxx
unable to perform substantially all of his or her duties hereunder and
which appears reasonably certain to continue for at least six
consecutive months without substantial improvement. Sum or Xxxxxx shall
be deemed to have "become permanently incapacitated" on the date the
Company's Board of Directors has determined that they are permanently
incapacitated and are so notified.
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(3) The Board of Directors may terminate this Agreement with 10 days
written notice to Sum and Xxxxxx. The Board must determine to terminate
this Agreement with a disinterested majority of directors. Any matter
involving Sum and Xxxxxx shall require a vote of a disinterested
majority of the Board.
6. Miscellaneous.
6.1 Transfer and Assignment. This Agreement is personal as to
Sum and Xxxxxx and shall not be assigned or transferred by either
without the prior written consent of the Company. This Agreement shall
be binding upon and inure to the benefit of all of the parties hereto
and their respective permitted heirs, personal representatives,
successors and assigns.
6.2 Severability. Nothing contained herein shall be construed
to require the commission of any act contrary to law. Should there be
any conflict between any provisions hereof and any present or future
statute, law, ordinance, regulation, or other pronouncement having the
force of law, the latter shall prevail, but the provision of this
Agreement affected thereby shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law, and
the remaining provisions of this Agreement shall remain in full force
and effect.
6.3 Governing Law. This Agreement is made under and shall be
construed pursuant to the laws of the State of California.
6.4 Counterparts. This Agreement may be executed in several
counter parts and all documents so executed shall constitute one
agreement, binding on all of the parties hereto, notwithstanding that
all of the parties did not sign the original or the same counterparts.
6.5 Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties with respect to the subject
matter hereof and supersedes all prior oral or written agreements,
arrangements, and understandings with respect thereto. No
representation, promise, inducement, statement or intention has been
made by any party hereto that is not embodied herein, and no party
shall be bound by or liable for any alleged representation, promise,
inducement, or statement not so set forth herein.
6.6 Modification. This Agreement may be modified, amended,
superseded, or canceled, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by
a written instrument executed by the party or parties to be bound by
any such modification, amendment, supersession, cancellation, or
waiver.
6.7 Notices. Any notice under this Agreement must be in
writing, may be telecopied, sent by express 24-hour guaranteed courier,
or hand-delivered, or may be served by depositing the same in the
United States mail, addressed to the party to be notified,
postage-prepaid and registered or certified with a return receipt
requested. The addresses of
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the parties for the receipt of notice shall be as follows:
If to the Company: Scottsdale Scientific, Inc.
00000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
If to Sum: 00 Xxxxx Xxxxxx If to Xxxxxx: Xxxxx/Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000 00 Xxxxxx
Xxxxxxxxx, XX
Each notice given by registered or certified mail shall be deemed
delivered and effective on the date of delivery as shown on the return
receipt, and each notice delivered in any other manner shall be deemed
to be effective as of the time of actual delivery thereof. Each party
may change its address for notice by giving notice thereof in the
manner provided above.
6.8 Effective Date. This Agreement shall become effective as
of the date set forth on page 1 when signed by Executive and the
Company.
IN WITNESS WHEREOF, the parties hereto have caused this Employment
Agreement to be executed as of the date first set forth above.
/s/ Xxxxxxxx Sum
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Xxxxxxxx Sum
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx Xxxxxx
SCOTTSDALE SCIENTIFIC CORPORATION
/s/ Xxxxxxxx Sum
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Printed Name: Xxxxxxxx Sum
Title: President
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