exv10w49



 







Exhibit 10.49




AMENDMENT 1




(Dated January 4, 2005)




MANAGEMENT AGREEMENT

Between

SUPERCONDUCTOR TECHNOLOGIES INC.

And

TRILOGY ENTERPRISES LLC




The Management Agreement (“Agreement”) by and between SUPERCONDUCTOR TECHNOLOGIES INC.
(“STI”), a Delaware Corporation, located at 460 Ward Drive, Santa Barbara, CA 93111, and Trilogy
Enterprises LLC (“TE”), a California Limited Liability Company, located at [OMITTED], executed on July 19, 2004, is hereby amended as of January 4, 2005
(“Amendment Effective Date”) as follows:




	 	1.  	TERM (Sec. 8. TERM/TERMINATION in Agreement)  —  Principal’s engagement under
Agreement shall be extended until July 31, 2005. All other provisions in Sec. 8 of
Agreement shall remain unchanged.
	 
	 	2.  	COMPENSATION (Sec. 3 COMPENSATION in Agreement)  —  The Non-Qualified Stock Options
on fifty thousand (50,000) share of STI common stock awarded to Principal under Agreement
will vest as of January 19, 2005. All other provisions in Sec. 3 of Agreement shall remain
unchanged, including the monthly compensation paid to Principal for services, and the
provision for additional incentive payment to Principal, based on meeting objectives to be
mutually defined for the remainder of the engagement.





All Sections of Agreement not mentioned above shall remain unchanged.



IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date set forth below.



	 	 	 	 	 	 	 
	SUPERCONDUCTOR TECHNOLOGIES INC.	 	TRILOGY ENTERPRISES LLC
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	 
	

	 	M. Peter Thomas Henry

President and CEO
	 	 	 	Henry A. Macchio

President
	 
	 	 	 	 	 	 
	Date:

	 	 
	 	Date:
	 	 


















 






MANAGEMENT AGREEMENT




Between




SUPERCONDUCTOR TECHNOLOGIES INC.

And

TRILOGY ENTERPRISES LLC




This Management Agreement (“Agreement”) is made effective as of July 19, 2004, (“Effective
Date”) by and between SUPERCONDUCTOR TECHNOLOGIES INC. (“STI”), a Delaware Corporation, located at
460 Ward Drive Santa Barbara, CA 93111, and Trilogy Enterprises LLC (“TE”), a California Limited
Liability Company, located at [OMITTED].



     WHEREAS STI is engaged in the business of providing products, and services to the domestic and
international wireless telecommunications industry,



     WHEREAS TE is engaged in the business of Business Development, Management Consultation,
Acquisitions and Mergers in wireless communications, and Henry A. Macchio (“Principal”) is
President of Trilogy Enterprises LLC,



     WHEREAS STI desires to engage the services of TE and Principal, and TE and Principal agree to
provide such services as herein outlined,



     THEREFORE, the parties agree as follows:



1. ENGAGEMENT. STI shall engage Principal, and appoints Principal as Acting Vice .President . of
Product Marketing. Principal shall provide to STI the services described on the attached Exhibit
A. Such services shall be provided at such place(s) as the needs, business, or opportunities of
STI may require from time to time. Principal accepts and agrees to such engagement, and agrees to
be subject to the advice and direction of the CEO of STI, and agrees to comply with all of the
rules, regulations and management principles of STI — as set forth in STI’s Employee Handbook
including without limitation compliance with Import-Export Regulations, the rules and regulations
promulgated pursuant to the Securities and Exchange Act, and the Foreign Corruption Practice Act.



3. COMPENSATION. As compensation for the services provided by Principal under this Agreement, STI
will pay TE a monthly amount of $16,667 payable on the last business day of the month. Upon
termination of this Agreement, payments under this section shall cease; provided, however, TE shall
be entitled to payments for periods or partial periods that occurred prior to the date of
termination for which TE has not yet been paid.



In addition to the payments under the preceding paragraph, STI will make incentive payments of
thirty percent (30%) of compensation received at the end of the engagement of TE based upon
performance. The performance objectives, metrics and incentive payment formula will be developed
by written mutual agreement subsequent to the execution of this Agreement.



After the August 3, 2004 Board of Directors meeting and with its approval, STI will award TE
non-employee, Non-Qualified Stock Options on fifty thousand (50,000) shares of STI common stock,
which will cliff vest at the end of the assignment if the performance objectives referred to in
the preceding paragraph are met; otherwise it will vest on December 31, 2006. The option will be
exercisable until December 31, 2006.



4. EXPENSE REIMBURSEMENT. STI will reimburse Principal for “out-of-pocket” expenses incurred on
behalf of STI in accordance with STI’s guidelines then in effect.



 



			
	STI / TE Management Agreement

July 1, 2004
	 	STI___
	
	 	TE___






1









 






5. CONFIDENTIALITY. Principal recognizes that STI has and will have confidential information
including, without limitation, proprietary, technological, marketing, sales, distribution,
operating, performance, cost, know-how, business and process information, financial information or
reports, market studies, contracts, proposed products and services to be offered or strategic
alliances entered into or to be entered into, and similar business, financial and proprietary
information, and other vital information items (collectively, “Information”) which are valuable,
special and unique assets of STI. Principal agrees that Principal will not at any time or in any
manner, either directly or indirectly, divulge, disclose, or communicate any Information to any
third party without the prior written consent of STI. A violation by Principal of this paragraph
will justify legal and/or equitable relief, including STI seeking an injunction to restrain
Principal from unauthorized disclosure



The confidentiality provisions of this Agreement shall remain in full force and effect for a two
(2) year period after the termination of this Agreement.



6. INVENTIONS, DISCLOSURES, AND IMPROVEMENTS. Any invention, improvement, design, proposal, or
any other patentable or copyrightable interest, or similar interest, which Principal’s work for STI
has or may be concerned shall be the exclusive property of STI. Any invention, improvement,
design, proposal, or any other patentable or copyrightable interest, based on proprietary
information to which Principal is exposed in the course of engagement with STI shall be the
exclusive property of STI.



Principal agrees to make full and prompt disclosure in writing to an officer or official of STI or
to anyone designated for that purpose by STI, of all subject matter related to above. Upon request
by STI, Principal shall assign to STI full right, title, and any other applicable interest to all
inventions, improvements, designs, proposals, or any other patentable or copyrightable interests,
or similar interests, identified in above.



Principal further agrees that any and all written material, including but not limited to, records,
drawings or work notes, made by Principal in connection with the services performed under this
Agreement; or in connection with any ideas or inventions made or conceived by Principal, shall be
the sole and exclusive property of STI. STI has the sole right to obtain copyrights upon any such
writings or patents for any inventions contained in this clause.



7. COMPETITION. Principal warrants that Principal is not now affiliated with or employed by
commercial parties engaged in services of the type described in Exhibit A and covering the term of
this Agreement, and Principal further warrants that he is not bound by any agreement which, by its
terms, would conflict with the terms of this Agreement .



8. TERM/TERMINATION. Principal’s engagement under this Agreement shall be for six (6)
months, beginning on the Effective Date of this Agreement. This Agreement can be renewed by mutual
written agreement of STI and TE for such additional period(s) as may be required by TE to complete
an assigned task.



STI can terminate this agreement without notice and without liability for any material breach of
this Agreement or term or condition herein.



STI and Principal shall each have the option to terminate this Agreement upon mutual agreement or
unilaterally upon sixty (60) days written notice.



9. RELATIONSHIP OF STI AND PRINCIPAL —  INDEPENDENT CONTRACTOR STATUS. It is the express
agreement of the parties that Principal is an independent contractor and not an employee, agent,
joint venture or partner of STI. Nothing in this Agreement shall be construed or interpreted as
creating or establishing the relationship of employer and employee between STI and Principal or
between STI and any employee or agent of Principal.



 



			
	STI / TE Management Agreement

July 1, 2004
	 	STI___
	
	 	TE___






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Principal will determine the method, details, and means of performing this service. Principal is
not entitled to any of the benefits that STI provides for its employees including, but not limited
to, worker’s compensation insurance, unemployment insurance, stock options (except as noted in
Section 3 of this Agreement), the Employee Stock Purchase Plan, or the Pension and Profit-sharing
Plan. Principal is responsible for paying all required state and federal taxes.



Principal shall retain the right to perform services for others during the term of this Agreement.
However, because of the proprietary nature of STI’s business Principal shall inform STI in advance
of furnishing services to STI’s competitors STI shall retain the right to terminate this
Agreement if, in STI’s sole judgment, Principal’s relationships with other parties constitutes an
actual or potential conflict of interest.



STI shall have no right to control the manner or determine the method of accomplishing Principal’s
services. STI will not withhold FICA (Social Security) from payments to Principal; STI will not
make state or federal unemployment insurance contributions on behalf of Principal; STI will not
obtain workers’ compensation insurance on behalf on Principal; STI will not withhold income tax
from payments to Principal; STI will not make disability insurance contributions on behalf of
Principal.



10. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall
be deemed delivered when delivered in person, or on the third day after being deposited in the
United States mail, postage paid, addressed as follows:



	 	 	 
	SUPERCONDUCTOR TECHNOLOGIES INC.:

	 	TRILOGY ENTERPRISES LLC:
	 
	 	 
	M. Peter Thomas

	 	Henry A. Macchio
	President and CEO

	 	President
	460 Ward Drive

	 	[OMITTED]
	Santa Barbara, CA 93111

	 	 






11. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid or enforceable, then such provision shall be deemed
to be written, construed, and enforced as so limited.



12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this Agreement.



13. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California
without regard to conflict of laws principles.



14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are
no other promises or conditions in any other agreement whether oral or written. This Agreement
supersedes any prior written or oral agreements between the parties.



 



			
	STI / TE Management Agreement

July 1, 2004
	 	STI___
	
	 	TE___






3









 






     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date set forth below.



	 	 	 	 	 	 	 
	SUPERCONDUCTOR TECHNOLOGIES INC.	 	TRILOGY ENTERPRISES LLC
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	 
	

	 	M. Peter Thomas 

President and CEO
	 	 	 	Henry A. Macchio

President
	 
	 	 	 	 	 	 
	Date:

	 	 
	 	Date:
	 	 
	 
	 	 	 	 	 	 





			
	STI / TE Management Agreement

July 1, 2004
	 	STI___
	
	 	TE___






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Exhibit A




Services Provided by Trilogy Enterprises LLC

Under Management Agreement

between

Superconductor Technologies Inc. and Trilogy Enterprises LLC

dated July 19, 2004




Act as Vice President of Product Marketing responsible for managing present product management
organization and developing product strategies and product plans, including pricing strategies and
value propositions, for all STI products, with special emphasis on AmpLink and power amplifiers.
Undertake to position and sell AmpLink to OEMs (Are they friend or foe?). Develop a long-term
product strategy for STI with consideration of integrated booster products and RF Modules. Develop
strategic partnerships where appropriate.



 



			
	STI / TE Management Agreement

July 1, 2004
	 	STI___
	
	 	TE___







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