MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT made and entered into this 1st day
of April, 1995, by and between XXXXXX MANAGEMENT CORP., a Minnesota corporation
(hereinafter referred to as "JMC"), and GENMAR HOLDINGS, INC., a Delaware
corporation (hereinafter referred to as ("Holdings").
WHEREAS, JMC, through its officers, employees and staff, has
considerable knowledge and experience relating to the organization and financial
aspects of managing business enterprises and desires to aid and assist Holdings
by providing certain advisory and other managerial services to Holdings; and
WHEREAS, JMC has access through its officers to numerous
business opportunities, some of which may be desirable for Holdings to entertain
as additional businesses for it to pursue; and
WHEREAS, Holdings desires to engage JMC and both parties
desire to set forth their understandings and agreements pertaining to the
engagement of JMC.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. ENGAGEMENT OF JMC. Pursuant to the terms and conditions
hereinafter set forth, Holdings does hereby appoint and engage JMC, and JMC
hereby accepts its appointment and engagement by Holdings, as Holdings'
management consultant and advisor with respect to the matters specified in
paragraph 2 hereof.
2. SERVICES OF JMC. JMC shall provide managerial and advisory
services and recommendations to Holdings regarding Holdings' management,
including general management, direction and planning; financial management,
analysis and planning; general accounting and administration; marketing and
sales assistance; facilities management; insurance administration; tax
preparation and consulting; and personnel administration and public relations.
It is further agreed that JMC shall make available as often as requested by
Holdings, qualified personnel to assist Holdings with any problems or questions
Holdings may have in any of the above described areas. In addition, qualified
JMC personnel shall monitor, examine and review the operations of Holdings on a
regular basis and shall periodically report the results of such operations to
its Board of Directors.
3. RESPONSIBILITIES OF OFFICERS. The parties acknowledge that
Holdings has duly elected corporate officers. It is the parties intention that
except for the salaried officer positions of Holdings specified on Exhibit I to
the Agreement, substantially all of the responsibilities which would normally be
carried out by officers of Holdings will be carried out
by employees of JMC acting in their capacity as an employee of JMC. The
parties further intend that, except at the written direction of the Holdings
Board of Directors, and individual who is an officer of Holdings and JMC
shall provide only limited administrative services, without compensation, to
Holdings in his capacity as an officer of Holdings. Such limited
administrative services shall include such things as signing formal
documents, as well as any other action required by law of a Holdings officer.
4. HOLDINGS' RESPONSIBILITIES. Holdings shall cooperate with
JMC personnel in the review and evaluation of Holdings' operating procedures and
shall provide such reports and other material as JMC may reasonably request.
5. CONFIDENTIALITY. It is understood that in the course of
performing its duties under this Agreement, JMC, its officers and personnel,
will become aware of certain financial information which Holdings considers to
be proprietary and confidential. JMC shall maintain all such information in the
strictest confidence and shall not disclose such information to any third party
without the prior consent of Holdings' Board of Directors. Notwithstanding the
foregoing, nothing in this Agreement shall be construed as restricting or
prohibiting JMC, its officers and personnel, from offering the same or similar
services to other corporations or enterprises, whether or not such other
business enterprises could be considered to be competitive with the business of
Holdings.
6. CONSIDERATION. In consideration of JMC's services under
this Agreement, Holdings shall pay to JMC a management fee of $1,800,000 per
annum payable in twelve (12) equal monthly installments. Such monthly
installments are due and payable in advance of the first business day of each
month. If the agreement is renewed under Section 9 hereof such management fees
may be at the option of JMC, increased in each year following the current year
by an inflationary adjustment based on the CPI.
7. INVOICES FOR EXPENSES. JMC shall submit to Holdings all
invoices for expenses incurred by JMC personnel in connection with rendering
managerial services to Holdings under this Agreement. Within thirty (30) days
after receipt of any or all such invoices, Holdings shall reimburse JMC for such
expenses incurred. It is understood that reimbursement of such expenses shall be
in addition to the fee set forth in paragraph 6 above.
8. SPECIAL FEES FOR BUSINESS OPPORTUNITIES. It is understood
that JMC may present to Holdings for its consideration certain business
opportunities which come to the attention of JMC and which may be appropriate
for Holdings to consider and pursue. Alternatively, Holdings may request of JMC
that it investigate certain business opportunities that may come before
Holdings. The consideration and engagement heretofore described is not to be
considered to have covered such activity, and in the event that JMC is involved
in the evaluation or implementation of such a business opportunity, a fee in
addition to that set forth in paragraph 6 above will be charged.
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9. TERM OF AGREEMENT. This Agreement shall remain in effect
for a period of one (1) year commencing as of the date hereof, and shall be
renewable for two additional one (1) year terms unless otherwise specified and
agreed to in writing.
10 SEVERABILITY. Any provisions of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.
11. AMENDMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and no amendment,
modification, termination or waiver of any provisions of this Agreement and no
consent to any departure by any party therefrom shall in any event be effective
unless the same shall be in writing and signed by all parties, and then such
waiver or consent shall be effective only in the given instance and for the
specific purpose for which given.
12. ASSIGNMENT PROHIBITED. The parties rights and obligations
under this Agreement may not be assigned to any third party without the written
consent of all the parties.
13. GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first written above.
XXXXXX MANAGEMENT CORP.
By /s/ Xxxxx X. Xxxxxx
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Its VP
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GENMAR HOLDINGS, INC.
By /s/ Xxxxx X. Xxxxxxx
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Its VP
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EXHIBIT 1
GENMAR HOLDINGS, INC.
Position Individual
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President Xxxxxxx X. Xxxxxxxxxx
Vice President, Secretary,
General Counsel Xxxxx X. Xxxxxxx
Vice President, Controller Xxxx X. Xxxxxxxxx
Vice President, Assistant
General Counsel Xxxx XxXxxxxxx
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