Exhibit 10.28 1 of 3
Simon
Worldwide
Inc.
February 7, 2003
Mr. George G. Golleher
Three Corporate Plaza
Suite 240
Newport Beach, CA 92660
Dear Mr. Golleher:
In recognition of the valuable services you provide to Simon Worldwide,
Inc. (the "Company") as an outside director, particularly in light of the loss
in August 2001 of two customers who represented a total of 88% of the Company's
net revenues, on August 28, 2001, you and the Company entered into a letter
agreement which provides, among other things, for compensation to you for
services rendered as a director other than at Board and committee meetings.
Since the date of that letter agreement, the Company has been winding down
its business operations and has terminated the services of its executive
officers. It currently operates with a skeleton organization of a total of 10
employees and consultants which, together with outside advisors, deals primarily
with the litigation matters which arose as a result of the events of August
2001, prepares the financial statements and other information required in
connection with filings with the Securities and Exchange Commission ("SEC") and
is in the process of exploring plans and opportunities for the business going
forward. On March 12, 2002, you were appointed a member of the Executive
Committee of the Board of Directors (the "Executive Committee") which has been
delegated the authority to manage the day-to-day operations of the Company.
Under the Sarbanes-Oxley Act of 2002 (the "Act"), the Company is required
to include in its financial statements and reports filed with the SEC (the
"Reports") so-called "criminal" and "civil" certifications signed by its chief
executive officer. These certifications carry with them potential criminal and
civil penalties for the individuals who sign them. Since the Company has no
chief executive officer, under the SEC rules the Executive Committee is deemed
to be fulfilling the role of the Company's chief executive officer.
Consequently, the responsibilities and accountability of co-chief executive
officer of the Company have effectively been added to your duties.
1888 Century Park East, Suite 222, Los Angeles, CA 90067 (310) 552-6800
In addition to the annual report on Form 10-K for the year ended December
31, 2002 (the "2002 10-K") and the financial statements and reports of the
Company to be filed with the SEC for periods ending after the date of this
letter agreement, such certifications are also required in connection with the
amended and restated annual report on Form 10-K/A for the year ended December
2001, the amended and restated quarterly report on Form 10-Q/A for the first
quarter of 2002, and the quarterly reports on Form 10-Q for the second and third
quarters of 2002, which the Company expects to file in the very near future.
In order to induce you to continue to serve as a member of the Executive
Committee and to compensate your for the additional obligations,
responsibilities and potential liabilities of such service, which now includes
the role of co-chief executive officer, the Company agrees to pay you: (i) a fee
of $100,000 for your services related to the Company's 2002 fiscal year, and
(ii) a fee of $100,000 for your services related to the Company's 2003 fiscal
year. Both fees shall be payable promptly following the execution of this letter
agreement provided, however, in the event you voluntarily resign as a director
or as a member of the Executive Committee prior to the filing with the SEC of
the Company's annual report on Form 10-K for the year ended December 31, 2003,
you agree to refund to the Company the 2003 fee minus $20,000 for each of the
Company's fiscal quarters which has elapsed prior to the date of your voluntary
resignation. This would not apply to any resignation which is forced by the
Board or shareholders or a failure to re-elect you to your position, in all of
which events you shall retain your fee.
This letter agreement in no way modifies or supercedes our August 28, 2001
letter agreement which remains in full force and effect.
If this letter accurately reflects our agreement, please sign the enclosed
copy where indicated below and return it to me.
Very truly yours,
Simon Worldwide, Inc.
By: /s/ JOSEPH W. BARTLETT
----------------------
Joseph W. Bartlett, as authorized
by the Board of Directors
Agreed:
/s/ GEORGE G, GOLLEHER
- ----------------------
George G. Golleher
Exhibit 10.28 2 of 3
Simon
Worldwide
Inc.
February 7, 2003
Mr. Joseph Anthony Kouba
1445 Fifth Street
Santa Monica, CA 90401
Dear Mr. Kouba:
In recognition of the valuable services you provide to Simon Worldwide,
Inc. (the "Company") as an outside director, particularly in light of the loss
in August 2001 of two customers who represented a total of 88% of the Company's
net revenues, on August 28, 2001, you and the Company entered into a letter
agreement which provides, among other things, for compensation to you for
services rendered as a director other than at Board and committee meetings.
Since the date of that letter agreement, the Company has been winding down
its business operations and has terminated the services of its executive
officers. It currently operates with a skeleton organization of a total of 10
employees and consultants which, together with outside advisors, deals primarily
with the litigation matters which arose as a result of the events of August
2001, prepares the financial statements and other information required in
connection with filings with the Securities and Exchange Commission ("SEC") and
is in the process of exploring plans and opportunities for the business going
forward. On March 12, 2002, you were appointed a member of the Executive
Committee of the Board of Directors (the "Executive Committee") which has been
delegated the authority to manage the day-to-day operations of the Company.
Under the Sarbanes-Oxley Act of 2002 (the "Act"), the Company is required
to include in its financial statements and reports filed with the SEC (the
"Reports") so-called "criminal" and "civil" certifications signed by its chief
executive officer. These certifications carry with them potential criminal and
civil penalties for the individuals who sign them. Since the Company has no
chief executive officer, under the SEC rules the Executive Committee is deemed
to be fulfilling the role of the Company's chief executive officer.
Consequently, the responsibilities and accountability of co-chief executive
officer of the Company have effectively been added to your duties.
1888 Century Park East, Suite 222, Los Angeles, CA 90067 (310) 552-6800
In addition to the annual report on Form 10-K for the year ended December
31, 2002 (the "2002 10-K") and the financial statements and reports of the
Company to be filed with the SEC for periods ending after the date of this
letter agreement, such certifications are also required in connection with the
amended and restated annual report on Form 10-K/A for the year ended December
2001, the amended and restated quarterly report on Form 10-Q/A for the first
quarter of 2002, and the quarterly reports on Form 10-Q for the second and third
quarters of 2002, which the Company expects to file in the very near future.
In order to induce you to continue to serve as a member of the Executive
Committee and to compensate your for the additional obligations,
responsibilities and potential liabilities of such service, which now includes
the role of co-chief executive officer, the Company agrees to pay you: (i) a fee
of $100,000 for your services related to the Company's 2002 fiscal year, and
(ii) a fee of $100,000 for your services related to the Company's 2003 fiscal
year. Both fees shall be payable promptly following the execution of this letter
agreement provided, however, in the event you voluntarily resign as a director
or as a member of the Executive Committee prior to the filing with the SEC of
the Company's annual report on Form 10-K for the year ended December 31, 2003,
you agree to refund to the Company the 2003 fee minus $20,000 for each of the
Company's fiscal quarters which has elapsed prior to the date of your voluntary
resignation. This would not apply to any resignation which is forced by the
Board or shareholders or a failure to re-elect you to your position, in all of
which events you shall retain your fee.
This letter agreement in no way modifies or supercedes our August 28, 2001
letter agreement which remains in full force and effect.
If this letter accurately reflects our agreement, please sign the enclosed
copy where indicated below and return it to me.
Very truly yours,
Simon Worldwide, Inc.
By: /s/ JOSEPH W. BARTLETT
----------------------
Joseph W. Bartlett, as authorized
by the Board of Directors
Agreed:
/s/ JOSEPH ANTHONY KOUBA
- ------------------------
Joseph Anthony Kouba
Exhibit 10.28 3 of 3
Simon
Worldwide
Inc.
February 7, 2003
Mr. Gregory Mays
71 South Peak
Laguna Niguel, CA 92677
Dear Mr. Mays:
On September 25, 2001, you and Simon Worldwide, Inc. (the "Company")
entered into a letter agreement which provides, among other things, for
compensation to you for performing financial accounting and operational support
services for the Company.
Since the date of that letter agreement, the Company has been winding down
its business operations and has terminated the services of its executive
officers. It currently operates with a skeleton organization of a total of 10
employees and consultants which, together with outside advisors, deals primarily
with the litigation matters which arose as a result of the events of August
2001, prepares the financial statements and other information required in
connection with filings with the Securities and Exchange Commission ("SEC") and
is in the process of exploring plans and opportunities for the business going
forward.
Under the Sarbanes-Oxley Act of 2002 (the "Act"), the Company is required
to include in its financial statements and reports filed with the SEC (the
"Reports") so-called "criminal" and "civil" certifications signed by its chief
financial officer. These certifications carry with them potential criminal and
civil penalties for the individuals who sign them. Since the Company has no
chief financial officer nor other senior financial employees, under the SEC
rules your role may be deemed to be fulfilling the function of the Company's
chief financial officer. Consequently, the responsibilities and accountability
of chief financial officer of the Company have effectively been added to your
duties.
In addition to the annual report on Form 10-K for the year ended December
31, 2002 (the "2002 10-K") and the financial statements and reports of the
Company to be filed with the SEC for periods ending after the date of this
letter agreement, such certifications are also required in connection with the
amended and restated annual report on Form 10-K/A for the year ended December
2001, the amended and restated quarterly report on Form 10-Q/A for the first
quarter of 2002, and the quarterly reports on Form 10-Q for the second and third
quarters of 2002, which the Company expects to file in the very near future.
1888 Century Park East, Suite 222, Los Angeles, CA 90067 (310) 552-6800
In order to induce you to continue to serve as a consultant to the company
and to compensate your for the additional obligations, responsibilities and
potential liabilities of such service, which now includes the role of chief
financial officer, the Company agrees to pay you: (i) a fee of $50,000 for your
services related to the Company's 2002 fiscal year, and (ii) a fee of $50,000
for your services related to the Company's 2003 fiscal year. Both fees shall be
payable promptly following the execution of this letter agreement provided,
however, in the event you voluntarily resign as a consultant and chief financial
officer prior to the filing with the SEC of the Company's annual report on Form
10-K for the year ended December 31, 2003, you agree to refund to the Company
the 2003 fee minus $10,000 for each of the Company's fiscal quarters which has
elapsed prior to the date of your voluntary resignation. This would not apply to
any resignation which is forced by the Board or shareholders, in which event you
shall retain your fee.
This letter agreement in no way modifies or supercedes our September 25,
2001 letter agreement which remains in full force and effect.
If this letter accurately reflects our agreement, please sign the enclosed
copy where indicated below and return it to me.
Very truly yours,
Simon Worldwide, Inc.
By: /s/ JOSEPH ANTHONY KOUBA
------------------------
Joseph Anthony Kouba, Member
Executive Committee
Agreed:
/s/ GREGORY MAYS
- ----------------
Gregory Mays