EXHIBIT 10.2
MANAGEMENT CONTRACT
THIS CONTRACT is made effective January 30, 1998 between XXXXXX
ROOFING, INC., a Minnesota corporation, having its principal place of business
at 000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000 ("Xxxxxx Roofing") and
INDUSTRIAL RUBBER PRODUCTS, INC., a Minnesota corporation, having its principal
place of business at 0000 Xxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxx 00000 ("Industrial
Rubber") for the following reasons:
X. Xxxxxx Roofing desires to avail itself of the experience, sources of
information, advice, assistance, staff and facilities available to Industrial
Rubber and to have Industrial Rubber, through its staff, undertake certain
duties and responsibilities and to perform certain services on behalf of Xxxxxx
Roofing;
B. Industrial Rubber is willing to undertake to render such services on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is agreed as follows:
1. SERVICES OF INDUSTRIAL RUBBER. Industrial Rubber, subject to its
need to direct and control its business, shall upon request, provide accounting,
management, and other miscellaneous services for Xxxxxx Roofing. Industrial
Rubber shall, in particular, make available to Xxxxxx Roofing the services of
(1) its Controller, (2) its accounts payable/receivable clerk and (3) its Vice
President - Engineering and Technological Services. In addition, upon request,
and subject to the requirements of Industrial Rubber, Industrial Rubber will
provide other general management and administrative services for Xxxxxx Roofing.
2. COMPENSATION.
(a) For services rendered to Xxxxxx Roofing by Industrial
Rubber, Industrial Rubber will be paid monthly an amount equal to the
time spent by Industrial Rubber
employees on Xxxxxx Roofing matters (calculated to the quarter hour)
multiplied by the employee's hourly rate of pay (or for salaried
employees, the employee's base gross pay for the month divided by 168)
multiplied by 130%. This payment shall be compensation to Industrial
Rubber for the services provided including all general overhead
expenses and the other ordinary and necessary expenses of Industrial
Rubber.
(b) Xxxxxx Roofing shall reimburse Industrial Rubber for any
and all out-of-pocket expenses directly and solely attributable to
services provided for the benefit of Xxxxxx Roofing.
(c) Xxxxxx Roofing shall pay to Industrial Rubber the amount
payable pursuant to any statement not later than 10 days following the
statement, and Industrial Rubber shall render its statement not later
than 20 days after the end of each month.
3. TERM OF CONTRACT. This contract shall be in force for a period
ending December 31, 1998, and may be renewed only by the action of both parties;
4. NONASSIGNABILITY. This contract shall not be assignable by either
party without the consent of the other.
5. TERMINATION. This contract may be terminated immediately upon
written notice of termination if any of the following events shall happen:
(a) Either party breaches any provision of this contract, and
after such notice of such violation, the breaching party shall not cure
such default within 30 days; or
(b) Either party shall be adjudged bankrupt or insolvent by a
court of competent jurisdiction; an order shall be made by a court of
competent jurisdiction
for the appointment of a receiver, liquidator, or trustee or of all or
substantially all of a party's property; or any petition is filed by or
against a party for its reorganization, and such petition shall not be
dismissed within 30 days.
6. EFFECT OF TERMINATION. From and after the effective date of
termination of this contract, pursuant to paragraphs 3, 4, or 5 hereof,
Industrial Rubber shall not be entitled to compensation for further services
hereunder. Upon termination, each party shall deliver to the other party all
property and documents of the other party then in the custody of the party.
7. NOTICES. Any notice, report, or other communication required or
permitted to be given hereunder shall be in writing and shall, unless some other
method of giving such notice, report, or other communication is accepted by the
party to whom it is given, be given by being mailed certified mail to the
following addresses of the parties thereto:
To Xxxxxx Roofing: Xxxxxx Roofing, Inc.
000 Xxxx 00xx Xx.
Xxxxxxx, Xxxxxxxxx 00000
To Industrial Rubber: Industrial Rubber Products, Inc.
0000 X. 00xx Xxx.
Xxxxxxx, Xxxxxxxxx 00000
Any party may at any time give notice to the other party that it wishes to
change its address for the purpose of this paragraph.
8. MODIFICATION. This contract shall not be changed, modified,
terminated, or discharged in whole or in part, except by an instrument in
writing signed by both parties hereto, or their respective successors or
assigns.
9. BINDING EFFECT. This contract shall bind any successors of the
parties hereto and any assigns of Xxxxxx Roofing.
10. APPLICABLE LAW. The provisions of this contract shall be construed
and interpreted in accordance with the laws of the State of Minnesota as at the
time in effect.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be
executed by their officers thereunto duly authorized as of the day and year
first above written.
XXXXXX ROOFING, INC. INDUSTRIAL RUBBER PRODUCTS, INC.
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxxxx
Its President Its Vice President
