EXHIBIT 10.7
MANAGEMENT AGREEMENT
AGREEMENT, effective as of the first day of January 2000 by and between
WebFinancial Corporation a Delaware corporation having an office at ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and Steel Partners services, Ltd. ("SPS")
a Delaware Limited Liability Corporation having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, the Company desires to have SPS furnish certain management
advisory and consulting services to the Company, and SPS has agreed to furnish
such management advisory and consulting services, pursuant to the terms and
conditions hereinafter set forth; and
WHEREAS, this Agreement has been approved by a majority of the
disinterested directors of the Company.
NOW THEREFORE, the parties hereto, intending to be legally bound hereby
agree as follows:
Section 1. Engagement of SPS
1.01 During the term of this Agreement, SPS shall provide to the Company
such management advisory and consulting services (the "Services"), as more fully
described below, as may be necessary or desirable or as may be reasonably
requested or required, in connection with the business, operations and affairs,
both ordinary and extraordinary, of the Company and its subsidiaries and
affiliates. "Services" means and includes, without limitation, the furnishing of
office space, advice, assistance and guidance, and personnel to implement the
same, in connection with, among others, executive, administrative, financial,
managerial, operation, supervisory and related matters, including with
limitation those matters set forth on Exhibit A hereto. In connection with such
Services and subject to the approval of the Company's Board of Directors, SPS
will provide the services of (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ or such other suitable
officer and employee to serve as Chief Executive Officer of the Company and (b)
such other suitable officer and employee of SPS to serve as Chief Financial
Officer of the Company or such other executive position as SPS may provide from
time to time.
In performing services, SPS shall be subject to the supervision and
control of the board of directors of the Company. In no event shall SPS incur an
obligation of enter into any transaction on behalf of the Company involving in
excess of $100,000 without the prior approval of the board of directors of the
Company.
1.02 While the amount of time and personnel required for performance by
SPS hereunder will necessarily vary depending upon the nature and type of
services, SPS shall devote such time and effort and make available such
personnel as may from time to time reasonably be required for the performance of
Services hereunder.
Section 2. Term
This Agreement shall commence effective as of January 1, 2000, shall
continue for a one (1) year term thereafter, and shall automatically renew for
successive one year periods unless and until terminated by either party, at any
time and for any reason, upon not less that sixty (60) days written notice to
the other prior to the end of the year. If an involuntary or voluntary case or
proceeding is commenced against or by the Company under the United States
Bankruptcy Code, as amended, or any similar federal or state statutes, either
party may terminate this Agreement upon 30 days prior written notice to the
other.
Section 3. Payments to SPS. In consideration of Services furnished by SPS
hereunder, the Company shall pay to SPS a fixed monthly fee, which shall be
adjustable annually upon agreement by the parties, and shall reimburse SPS for
certain expenses including legal and consulting fees incurred on behalf of the
Company, as well as all reasonable and necessary business expenses incurred in
performance of Services, in accordance with the following:
3.01 Company shall pay SPS a fixed monthly fee of $25,333.33 ($310,000
annually) in advance of the first day of each month. Payment of such fixed
monthly fee for the months for which SPS has heretofore provided Services, if
not already paid, shall be made immediately following execution of this
Agreement.
Section 4. Indemnity
The Company shall defend, indemnify, save and hold harmless SPS from and
against any obligation, liability, cost or damage resulting from SPS's actions
under the terms of this Agreement, except to the extent occasioned by gross
negligence or willful misconduct of SPS's officers, directors or employees. The
Company's obligation to indemnify SPS hereunder shall extend to and inure to the
benefit of SPS's officers, directors, employees and consultants.
Section 5. Confidential Information
SPS shall not at any time during or following the termination or
expiration for any reason of the Agreement, directly or indirectly, disclose,
publish or divulge to any person (except where necessary in connection with the
furnishing of Services under this Agreement), appropriate or use, or cause or
permit any other person to appropriate or use, any of the Company's inventions,
discoveries, improvements, trade secrets, copyrights or other proprietary,
secret or confidential information not then publicly available.
Section 6. General
6.01 This Agreement constitutes the entire agreement of the parties with
respect to the transactions contemplated hereby and may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
6.02 All notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given if personally delivered or mailed by regular first-class mail,
in each case, however, only against receipt, or if mailed by first class
registered of certified mail, return receipt requested, exclusively therein,
without giving effect to the principles of conflict of laws.
IN WITNESSETH WHEREOF, the parties have duly executed the Agreement as of the
date first written.
Steel Partners Services, Ltd.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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WebFinancial Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Vice President and Chief Financial Officer
Exhibit A
1. Responsibility for any and all financing matters for the Company and its
subsidiaries including but not limited to debt, equity or other
financings, whether through the public markets or in private transactions,
or otherwise, including the negotiation and consummation of all of the
foregoing.
2. Review of annual and quarterly budgets and relate matters.
3. Supervise and administer, as appropriate, all accounting/financial duties
and related functions on behalf of the Company for its operations and
business matters (including control of the Company's cash, checking
accounts, revenue receipts, disbursements, bookkeeping, accounts, ledgers,
▇▇▇▇▇▇▇▇, payroll and related matters.
3. Review and supervise the Company's presently existing reporting
obligations under United States Securities and Exchange Commission
regulations for a public corporation as well as under related state laws.