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CORPORATE SERVICES AGREEMENT
THIS CORPORATE SERVICES AGREEMENT (the "Agreement") is dated
as of July 31, 1996 by and between Tridex Corporation, a Connecticut corporation
("Tridex"), and TransAct Technologies Incorporated, a Delaware corporation
("TransAct").
WHEREAS, TransAct and its subsidiary Magnetec Corporation
(collectively, the "TransAct Group") desire to obtain administrative and other
services from Tridex and Tridex is willing to furnish or make such services
available to Transact; and
WHEREAS, Tridex and its subsidiaries Ultimate Technology
Corporation and Cash Bases GB Ltd. (collectively the "Tridex Group") desire to
obtain certain financial services from TransAct and TransAct is willing to
furnish or make such services available to Tridex;
WHEREAS, Tridex and TransAct desire to set forth the basis for
the provision of services of the type referred to herein.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Services.
1.1 Beginning on the effective date of the Registration
Statement on Form S-1 (the "Registration Statement") filed in connection with
the public offering of TransAct common stock ( the "Effective Date"), Tridex
will provide or otherwise make available to the TransAct Group certain general
corporate services provided by Tridex's corporate staff, including but not
limited to certain human resources, employee benefit administration, financial
reporting, insurance, risk management and general administrative services. The
services will include the following:
(a) Human resources and employee benefit related services -
General human resources services (including but not limited to administration of
all employee matters), administration of TransAct's employee participation in
employee benefit plans and insurance programs sponsored by Tridex such as the
following: 401(k) plan, group medical insurance, group life insurance, employee
stock option plans and filing of all required reports under ERISA for employee
benefit plans sponsored by Tridex.
(b) Financial reporting and securities compliance related
services - Maintenance of corporate records, assistance, if and when necessary,
in preparation of Securities and Exchange Commission filings, including without
limitation registration statements, Forms 10-K, 10-Q and 8-K, assistance in the
preparation of Proxies and Proxy Statements and the solicitation of proxies, and
assistance in the preparation of the Annual and Quarterly Reports to
Stockholders.
(c) Risk management and insurance related services - Provision
of risk management (including, but not limited to premiums attributable to
TransAct) and related services and maintenance of all policies of liability,
fire, workers' compensation and other forms of insurance for the benefit of
TransAct, its employees, assets and facilities.
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(d) Services in addition to those enumerated in subsections
1.1(a) through 1.1(c) above to include, but not be limited to, corporate
recordkeeping, other general administrative activities and financial services as
reasonably requested from time to time by TransAct or as provided by Tridex.
1.2 For performing the services described above in Section
1.1, TransAct shall pay Tridex in accordance with the following schedule:
(a) TransAct shall reimburse Tridex for one-half (50%) of
total cash compensation (consisting of salary, a pro-rated portion of annual
bonus actually paid and other out-of-pocket expenditures for medical, life
insurance and other benefits) paid by Tridex to or on behalf of Xx. Xxxxxx
Xxxxxx, Tridex's Vice President of Human Resources, for the period from the
Effective Date until December 31, 1997. Xx. Xxxxxx, Tridex and TransAct shall
cooperate to make Xx. Xxxxxx available to TransAct for one half (50%) of his
total working time for the provision of services to TransAct for this period.
(b) TransAct shall reimburse Tridex for one-half (50%) of the
total cash compensation (consisting of salary, a pro-rated portion of annual
bonus actually paid and other out-of-pocket expenditures for medical, life
insurance and other benefits) paid by Tridex to or on behalf of Xx. Xxxxxx
Xxxxxxxx, Tridex's Vice President, Secretary and Comptroller, for the period
from the Effective Date until March 31, 1997. Xx. Xxxxxxxx, Tridex and TransAct
shall cooperate to make Xx. Xxxxxxxx available to TransAct for one half (50%) of
his total working time for the provision of services for this period.
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1.3 TransAct will reimburse Tridex for expenses incurred for
insurance (including but not limited to property, casualty, group life and
health and Workers Compensation), accounting and legal services in accordance
with the Company's historical allocation methods.
In addition, TransAct will reimburse Tridex for other expenses
incurred to provide specific services requested by TransAct, as agreed by
TransAct and Tridex when such services are requested.
1.4 Beginning on the Effective Date, TransAct will provide or
otherwise make available to the Tridex Group certain financial services
customarily provided by a chief financial officer, including but not limited to
management of corporate finance and accounting matters. For performing the
services described herein, Tridex shall reimburse TransAct for fifteen percent
(15%) of the total cash compensation (consisting of salary, a pro-rated portion
of annual bonus actually paid and other out-of-pocket expenditures for medical,
life insurance and other benefits) paid by TransAct to or on behalf of Xx.
Xxxxxxx X. Xxxx, TransAct's Executive Vice President, Chief Financial Officer
and Treasurer, for the period of the Effective Date, until March 31, 1997. Xx.
Xxxx, TransAct and Tridex shall cooperate to make Xx. Xxxx available to Tridex
for fifteen percent (15%) of his total working time for the provision of
services to Tridex during this period. Upon the Effective Date, Xx. Xxxx will
become a full-time employee of TransAct, and his office will be relocated to
TransAct's Wallingford, Connecticut facility.
1.5 The charges for services pursuant to Sections 1.2, 1.3 and
1.4 above will be determined and payable no less frequently than on a monthly
basis; provided that reimbursement of a pro-rated portion of bonuses shall be
payable after such bonuses are paid by Tridex or TransAct. The charges will be
due when billed and shall be paid no later than ten (10) business days from the
date of billing.
1.6 When services of the type described in this Agreement are
provided by outside vendors to Tridex, TransAct or, in connection with the
provision of such services, out-of-pocket costs such as travel are incurred, the
cost thereof will be paid directly by the party receiving the service. If either
party to this Agreement is billed for services provided to the other party, the
billed party may pay the xxxx and charge the party receiving the services the
amount of the xxxx or forward the xxxx to the party receiving the services for
payment.
2. TransAct's Directors and Officers. Nothing contained herein
will be construed to relieve the directors or officers of TransAct from the
performance of their respective duties or to limit the exercise of their powers
in accordance with the charter or By-Laws of TransAct or in accordance with any
applicable statute or regulation.
3. Liabilities; Disclaimer. In furnishing the other party with
services as herein provided, neither Tridex nor TransAct, any member of the
respective Groups nor any of their respective officers, directors employees or
agents shall be liable to any member of the other party or their respective
creditors or shareholders for errors of judgment or for anything except willful
malfeasance, bad faith or gross negligence in the performance of their duties or
reckless disregard of their obligations and duties under the terms of this
Agreement. The provisions of this Agreement are for the sole benefit of the
Tridex Group and the TransAct Group and will not, except to the extent otherwise
expressly stated herein, inure to the benefit of any third party. Neither Tridex
nor TransAct makes any express or implied warranty or representation with
respect to the quality of the services provided hereunder.
4. Term.
(a) Term. The initial term of this Agreement shall begin on
the Effective Date and continue until December 31, 1997.
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(b) Termination. This Agreement may be terminated by either
party at any time on ninety (90) days' prior notice to the other; provided,
however, that the provisions of Section 1.2(a) and (b) and Section 1.4 shall
survive any such termination.
5. Status. Each member of the Tridex Group shall be deemed to
be an independent contractor and, except as expressly provided or authorized in
this Agreement, shall have no authority to act or represent any member of
TransAct.
6. Employment Changes.
(a) With respect to the employment and compensation levels of
Mr. Curtain and Xx. Xxxxxxxx, Tridex shall advise TransAct in writing ten (10)
days prior to any change in Mr. Curtain's or Xx. Xxxxxxxx'x compensation level
or employment status initiated by Tridex. Tridex agrees to consult with TransAct
regarding any such change in Mr. Curtain's or Xx. Xxxxxxxx'x compensation level
or employment status prior to such change.
(b) With respect to the employment of Mr. Curtain, Tridex
shall notify TransAct whether it intends to continue Mr. Curtain's employment
beyond December 31, 1997. If Tridex notifies TransAct that it does not intend to
employ Mr. Curtain beyond December 31, 1997, TransAct shall, within fifteen (15)
days from the date of Tridex's notice to TransAct, notify Tridex of its intent
to employ Mr. Curtain beyond December 31, 1997.
7. Notices. All notices, xxxxxxxx, requests, demands,
approvals, consents, and other communications which are required or may be given
under this Agreement will be in writing and will be deemed to have been duly
given if delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid to the parties at their respective addresses
set forth below:
If to TransAct:
TransAct Technologies, Inc.
0 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attention: President
If to Tridex:
Tridex Corporation
00 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: President
8. Confidentiality. Tridex and TransAct hereby agree to hold,
and cause its respective employees, agents and authorized representatives to
hold, in strict confidence, all information concerning the other party furnished
pursuant to this Agreement.
9. No Third Party Beneficiaries. This Agreement is solely for
the benefit of the parties hereto and should not be deemed to confer upon any
third party and right, remedy or claim in excess of those existing without
reference to this Agreement.
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10. Access to Information. Tridex shall afford to TransAct and
its authorized representatives, agents and employees, and TransAct shall afford
to Tridex and its authorized representatives, agents and employees, access
during normal business hours to all records, books, contracts and other data,
including but not limited to corporate, financial, accounting, personnel and
other business records, for a period of six (6) years following the termination
of this Agreement.
11. No Assignment. This Agreement shall not be assignable
except with the prior written consent of the other party to this Agreement.
12. Applicable Law. This Agreement shall be governed by and
construed under the laws of the State of Connecticut applicable to contracts
made and to be performed therein.
13. Section Headings. The section headings used in his
Agreement are for convenience of reference only and will not be considered in
the interpretation of construction of any of the provisions thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as a sealed instrument by their duly authorized officers as of the
date first above written.
TRIDEX CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Chairman and Chief Executive Officer
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TRANSACT TECHNOLOGIES INCORPORATED
By: /s/ Xxxx X. Xxxxxxxx
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Title: Chief Executive Officer and President
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