AMENDED AND
RESTATED
EXECUTIVE EMPLOYMENT
AGREEMENT
The Executive Employment Agreement
(the “Agreement”) is made and entered as of the 1
st day of September, 2001, by and between International
Microcomputer Software, Inc., a California corporation,
(“IMSI”) and Gordon A. Landies
(“Executive”).
Whereas,
IMSI desires to retain the services
of Executive in an active executive capacity and Executive is
willing to accept employment by IMSI on the terms and subject to
the conditions set forth in this Agreement;
NOW,
THEREFORE, in
consideration of the premises and the covenants contained herein,
the Parties agree as follows:
1. Employment
- IMSI hereby hires
Executive as President of IMSI with overall responsibility for
IMSI’s profitability and operations.
2. Compensation
- IMSI shall
compensate Executive as follows:
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(a)
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Base Salary
- Effective April 1, 2004, IMSI
shall pay Executive $195,000 per year ($16,250 per month) in salary
payable on the 15 th and the last day of each month.
Executive’s salary will be further adjusted based upon review
by the Board of Directors of Executive’s performance at least
once each fiscal year and after each major acquisition made by the
company.
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(b)
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Options - Effective September 1, 2001, Executive was
granted warrants to purchase 350,000 shares of Common Stock at a
price of $0.26 per share. In the event that the majority control of
IMSI changes or Executive is terminated without cause, all warrants
held by Executive shall immediately vest and the right to exercise
them shall survive for three years thereafter. Warrants shall vest
pro rata monthly over 24 months, commencing in the month of
September, 2001.
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Bonuses - Executive may earn a bonus of up to 100% of
base pay based upon performance of the Company and improvement of
the Company’s financial condition. Executive will earn this
bonus quarterly based upon criteria approved by the CEO or Board of
IMSI. In the event the Company reaches the Operating, Net Income or
Balance Sheet goal for the then-current fiscal year, any unearned
bonuses from previous quarters in that fiscal year shall be payable
to Executive 45 days after the end of the fiscal year. During each
fiscal year of employment Executive will earn a cash bonus of a)
$100,000 for the sale of any asset, company or product line of the
company in which the net sales price is in excess of $2,000,000 but
less than $5,000,000; b) 2.0% for the sale of any asset, company or
product line of the company in which the net sales price is in
excess of $5,000,000. Payment of bonuses from the sale of assets,
products or companies shall be made to Executive 15 days after the
sale of such assets.
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In the event of a sale, merger or consolidation
of the Company with or into another entity or any other corporate
reorganization which results in a net share amount greater than
$1.50, Employee earns a bonus of $150,000, which becomes
immediately payable
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(d)
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Executive Benefits
- Executive shall have the right to
participate in any and all health benefits, executive retirement
income and welfare benefit plans, policies, programs, agreements or
arrangements generally made available from time to time to salaried
executives and/or other executives of IMSI which shall include, at
a minimum, medical and dental insurance (the premiums for which
shall be paid in full by IMSI) and other benefits which are
presently in effect for executives of IMSI. Executive shall be
entitled to thirty (30) days’ vacation time each year without
loss of compensation. In the event Executive is unable to take the
total amount of vacation time authorized herein during any year, he
may accrue that time and add it to vacation time for the following
year. Executive’s spe-cific rights under any of the Executive
Benefits, however, shall be governed by the terms, provisions and
conditions of the underlying plans, policies, programs, agreements
or arrangements relating to the particular Executive Benefits,
except as specifically provided otherwise in this Agreement. At
Executive’s option IMSI shall pay Executive the amount of the
premium for medical and dental insurance so that Executive can
maintain and pay for health and dental insurance
directly.
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(e)
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Incentive Plans
- Executive shall be covered under
and participate in any incentive compensation, bonus, discretionary
pay, or performance award plans, programs, polices, arrangements,
or any stock option or stock appreciation rights plans which IMSI
may have or put into effect for its execu-tives (Incentive
Plans).
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3. Termination of
Employment - IMSI may terminate Executive’s employment
at any time with or without cause. The following termination
provisions shall survive termination of Executive’s
employment and can only be modified by a subsequent
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