EXHIBIT 10(g)
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement is made and entered into as of August 7, 2000
by and between Xxxxxxxxx Holdings, Inc., a Pennsylvania corporation ("Holdings")
and Xxxxxxxxx World Industries, Inc., also a Pennsylvania corporation ("World"),
in connection with contracts made this day by Holdings with three executives.
Holdings and World are also parties to an "Affiliate Agreement" dated as of May
1, 2000 concerning, among other things, an allocation of expenses between them
and non-solicitation of each other's employees. In consideration of the promises
and mutual covenants, and subject to the terms and conditions hereof, Holdings
and World now agree as follows:
1. Individuals holding the posts of Chief Executive Officer, President, Chief
Operating Officer and Advisor to the Chairman of the Board and Chief
Operating Officer shall be under contract to Holdings and such action shall
not violate the "Nonsolicitation of Employees" provisions of the aforesaid
Affiliate Agreement.
2. The executives of Holdings in said positions shall provide management
services to World and its subsidiaries. World agrees to treat them as
employees and pay or reimburse all expenses and obligations of Holdings in
connection with the contracts, compensation, benefits and any severance of
said individuals, including salary, bonus, other direct and indirect
compensation, and any other sums due, and such individuals shall
participate at World's expense in the same perquisites and benefit plans of
World as heretofore available to executives in similar positions.
3. From time to time, certain employees of World may be elected to serve as
officers of Holdings in Finance, Human Resources, Legal and other
functions. Except to the extent such services to Holdings create additional
costs or fall within the specific categories of services enumerated in the
second sentence of Section 1 of said Affiliate Agreement, World shall bear
all expenses related to such employees.
4. World recognizes that, because Holdings is the ultimate shareholder of
World and its subsidiaries, issues relating to the business and operations
of World and its subsidiaries are reviewed and analyzed by the board of
directors of Holdings. Although the directors of World are not bound by the
determinations of the board of directors of Holdings, World recognizes that
it benefits from the analysis and deliberations of the board of directors
of Holdings. Accordingly, effective July 1, 2000, World will pay or
reimburse Holdings for all costs and expenses relating to Holdings' Board
of Directors, including fees, travel expenses and support costs, provided
that any increase in fees to Holdings' Directors must be approved by World
in advance.
5. This Agreement shall be deemed an amendment of said Affiliate Agreement,
and shall be subject to the same dispute resolution, limitation of
liability and other provisions as provided therein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the date first written above.
XXXXXXXXX HOLDINGS INC. XXXXXXXXX WORLD INDUSTRIES, INC.
By: _______________________________ By: _______________________________
Title: ____________________________ Title: ____________________________
