AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to the EXECUTIVE
EMPLOYMENT AGREEMENT dated 5/1/05 (the “Agreement”) is
entered into as of June 30, 2005, 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 capacity until certain dates or
conditions are met; and
Whereas,
Executive is willing to accept
continued 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
agrees that, effective as of the earlier of February 28, 2006, or
voluntary resignation Executive shall be considered
“terminated without cause” under paragraph 3 (a) of the
Agreement between IMSI and Executive. The terms of employment of
Executive before such termination and severance, and upon
severance, shall be as set out in the Agreement as amended by this
Amendment. Executive agrees to full time employment by IMSI until
2/28/06. Executive shall have the position of President until one
of the dates in paragraph 2 below. After Executive ceases to be
President, Executive shall become a non-executive employee until
the earlier of 2/28/06 or his voluntary resignation.
2 Dates -
Executive shall continue to be
employed as President of IMSI until the earliest of the
following:
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(a)
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The date of the sale of
substantially all of the CAD or other software product assets of
IMSI.
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(b)
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The date that the “IMSI”
name of the company is changed.
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(c)
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The closing date of any future
transaction resulting in an issuance of 10 million or more shares
of common stock of IMSI.
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(e)
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A date on which the Executive
becomes deceased or disabled.
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3 Compensation
- IMSI shall
compensate Executive as follows:
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(a)
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Base Salary
- 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 as regular pay until
2/28/05 and shall begin to pay severance pay to Executive as of
March 1, 2006.
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(b)
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Options - Effective 2/28/06, all unvested options and
warrants held by Executive shall immediately vest and the right to
exercise them shall survive for three years thereafter, unless the
option or warrant granted has longer expiration terms, in which
case the longer term shall be the time available for
exercise.
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Bonuses - Executive will earn quarterly bonuses for the
September and December quarters of 2005 based upon reaching the
Company 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 full time employment. In the event IMSI sells off
all or substantially all of the CAD products or completes a
transaction that would result in more than 10 million shares being
issued, Executive shall be deemed to have earned the full amount of
the quarterly bonus for the September and December 2005 quarters.
During the 2006 fiscal year of employment, Executive will be
entitled to earn additional cash bonuses as follows: a) $100,000
for the sale of any asset, company or product line of IMSI where
the net sales price is in excess of $2,000,000 but less than
$5,000,000; and b) 2.0% for the sale of any asset, company or
product line of the company where the net sales price is in excess
of $5,000,000. Payment of bonuses earned by Executive as a result
of the sale of assets, products or companies shall be made to
Executive 15 days after the effective sale date of such assets. 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 pri
