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Exhibit 10.32
NEW EXECUTIVE SERVICES AGREEMENT
This
New Executive Services Agreement ("Agreement") is made as of March
27,
2006 by and between Simon Worldwide, Inc. (the "Company") and Greg
Mays, (the
"Executive").
INTRODUCTION
The
Company and the Executive are parties to an Executive Services
Agreement dated as of May 30, 2003, as amended by Amendment No. 1
dated as of
May 3, 2004 (the "Prior Agreement"). The Prior Agreement was
terminated on the
date hereof in connection with the Executive's resignation, at the
Company's
request, from the Board of Directors of the Company. The Company
desires that
the Executive continue to provide to the Company the services
provided by the
Executive under the Prior Agreement in accordance with the terms of
this
Agreement, and the Executive wishes to provide such services.
Therefore, the
Company and the Executive agree as follows:
1.
SERVICES. The
Executive shall perform the services for the Company,
and shall have the duties and responsibilities, described in
Schedule A hereto
(the "Services") during the term of this Agreement. The Executive
shall be
available to provide the Services for such time each week as shall
be necessary
to perform the Services, or as otherwise provided in Schedule A.
Executive may
engage in activities for other unrelated entities during the term
hereof, but
shall at all times maintain the ability and availability to perform
the Services
and shall engage in no activities which would constitute a conflict
of interest
with the Company.
2.
COMPENSATION.
For Services rendered during the term of this Agreement,
the Executive shall be entitled to compensation in the amount and
on the payment
terms set forth on Schedule A. The Executive shall also be entitled
to
reimbursement of reasonable and necessary out-of-pocket expenses
incurred by the
Executive in the ordinary course of business on behalf of the
Company in
accordance with Company policy, subject to the presentation of
appropriate
documentation. In addition, during the term of this Agreement the
Executive and
any dependents shall be entitled to participate at no cost to the
Executive in a
health insurance plan maintained by the Company at substantially
the same
benefit level as of the date hereof, and along with any dependents
shall be
eligible to participate in C.O.B.R.A. coverage at the expense of
the Company
following termination of employment hereunder for as long as then
permissible
under C.O.B.R.A. and at the same benefit level as of the date
hereof.
3.
TERM. The
Executive's engagement by the Company hereunder shall
commence on the date hereof and continue until terminated by either
party at any
time by giving 90 days prior written notice to the other party.
Following
termination of this Agreement, the Company shall pay to the
Executive all
compensation that had accrued, and shall reimburse all expenses
incurred by the
Executive, prior to the date of termination in accordance with
Section 2 hereof.
The C.O.B.R.A. obligations set forth in Section 2 shall survive the
termination
of this Agreement and shall continue thereafter in full force and
effect.
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4.
SURVIVAL OF
CERTAIN PROVISIONS OF PRIOR AGREEMENT. The Company and the
Executive acknowledge and confirm their agreement that the
provisions of
Sections 5 through 13 of the Prior Agreement survive the
termination of the
Prior Agreement and continue thereafter in full force and
effect.
5.
ENFORCEABILITY,
ETC. This Agreement shall be interpreted so as to be
effective under applicable law, but if any portion hereof is
prohibited or
invalid, such portion shall be ineffective only to the extent of
such
prohibition or inv
